Kimi Business Supplement

This Kimi Business Supplement (“Business Supplement”) applies to business, enterprise, organizational, or other non-consumer customers (“Customer,” “you,” or “your”) that purchase, access, or use Kimi Business, or any other paid business subscription, workspace, seat-based, administrator-managed, or organization-level services provided by Moonshot AI PTE. LTD. and its affiliates (“Moonshot AI,” “we,” “us,” or “our”) (the “Business Services”).

This Business Supplement supplements and forms part of the Terms of Service, Privacy Policy, Usage Policy, applicable order form, online checkout page, product documentation, data processing addendum, service-specific terms, and other terms or policies referenced therein or agreed between the parties (collectively, the “Agreement”). Unless expressly modified by this Business Supplement, the general terms governing access to and use of Moonshot AI continue to apply to Customer, its Administrators, Enterprise Members.

If there is any conflict between this Business Supplement and the general Terms of Service, this Business Supplement will prevail solely with respect to the Business Services. If there is any conflict between an applicable order form and this Business Supplement, the order form will prevail solely with respect to the specific Business Services purchased under that order form.

“Administrator” means an account designated by Customer to administer the applicable workspace or organization, including inviting members, assigning seats, configuring permissions, managing access, and performing other administrative actions made available through the Business Services.

“Business Services” means our paid business, enterprise, organization, workspace, subscription, seat-based, administrator-managed, or related add-on services made available to Customer.

“Customer Content” means content, data, files, prompts, inputs, outputs, chat history, API request and response data, and other materials submitted to, generated by, or stored through the Business Services by or on behalf of Customer, Administrators, Enterprise Members.

“Enterprise Member” means an individual user invited or authorized by Customer or an Administrator to access or use the Business Services within Customer’s workspace or organization.

“Order” means an order form, quotation, online checkout page, subscription page, purchase confirmation, invoice, or other ordering document accepted by the parties or made available through the applicable purchase flow.

“Product Documentation” means the product documentation, help center pages, usage instructions, feature descriptions, product rules, pricing pages, service descriptions, or other documentation for the Business Services, as updated from time to time.

“Seat” means a paid access right allocated to an Enterprise Member or otherwise made available as part of the Business Services, as further described in the applicable Order or Product Documentation.

“Workspace” means the organization-level virtual environment made available to Customer for use of the Business Services, which may include organization identifiers, member management, administrative controls, and data boundaries.

2.1 Provision of Business Services. Subject to the Agreement, the applicable Order, and the Product Documentation, we will provide the Business Services to Customer during the applicable subscription term.

2.2 Orders and Product Documentation. The specific Business Services, subscription term, number of seats, usage limits, pricing, payment terms, service features, and other commercial or product details will be as set out in the applicable Order, online checkout page, pricing page, or Product Documentation.

2.3 Changes to Product Features. We may update, improve, modify, or discontinue features of the Business Services from time to time, provided that we will not materially reduce the core functionality of the paid Business Services during the applicable subscription term without providing reasonable notice, unless the change is required for security, legal, compliance, technical, or service integrity reasons.

2.4 Supported Regions and Accounts. Access to the Business Services may depend on supported countries, regions, account types, payment methods, product availability, and compliance requirements, as described in the applicable Product Documentation or purchase flow.

3.1 Customer Authority. Customer represents and warrants that it has full legal authority to enter into the Agreement and, where Customer acts on behalf of an entity, to bind that entity to the Agreement.

3.2 Administrator Authority. Customer is responsible for designating and managing its Administrators. Customer acknowledges that Administrators may have broad authority to manage the workspace or organization, including inviting or removing Enterprise Members, assigning or revoking seats, configuring access permissions, and taking other actions available through the Business Services.

3.3 Responsibility for Users. Customer is responsible for all activities under its account, workspace, organization, Administrators, Enterprise Members and any application or integration through which Customer accesses or uses the Business Services.

3.4 Member Consents and Notices. Customer is responsible for providing all notices to, and obtaining and maintaining all necessary rights, authorizations, consents, or other lawful bases from, Administrators, Enterprise Members and other relevant individuals as required for Customer’s use of the Business Services, Administrator actions, member management, access control, data processing, and any other activities contemplated under the Agreement.

3.5 Account Credentials. Customer, Administrators, and Enterprise Members must keep account credentials, passwords, API keys, access tokens, and other authentication credentials secure. Customer must not share, sell, rent, lease, transfer, sublicense, or otherwise make available any account, seat, API key, access token, or access right except as expressly permitted under the Agreement. Customer must promptly notify us of any actual or suspected unauthorized access, credential compromise, security incident, or misuse involving the Business Services.

4.1 Seat-Based Access. The Business Services may be provided on a seat-based, usage-based, subscription-based, or other paid basis, as specified in the applicable Order or Product Documentation.

4.2 Single User Seats. Unless otherwise stated in the applicable Order or Product Documentation, each seat is for use by a single authorized Enterprise Member only and may not be shared by multiple individuals.

4.3 Usage Limits. The Business Services may be subject to usage limits, rate limits, feature limits, storage limits, fair use limits, or other restrictions described in the applicable Order, Product Documentation, or technical settings. Customer must not circumvent, disable, or interfere with such limits or restrictions.

4.4 Additional Seats or Services. Additional seats, usage, add-ons, or services may be subject to additional fees and may co-terminate with the then-current subscription term unless otherwise stated in the applicable Order or Product Documentation.

5.1 Ownership. As between the parties, Customer retains all rights, title, and interest in and to Customer Content, except for the rights granted to us under the Agreement.

5.2 License to Provide Services. Customer grants us and our affiliates, service providers, and subprocessors a limited, non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Content solely as necessary to provide, maintain, secure, support, and improve the Business Services, comply with applicable law, and enforce the Agreement.

5.3 No Training by Default. We will not use Customer Content submitted to, generated by, or stored through the Business Services to train, optimize, or improve our artificial intelligence models, unless Customer provides express authorization or such use is required by applicable law.

5.4 Similar Output. Customer acknowledges that, due to the nature of artificial intelligence services, outputs generated for different users may be similar or identical. Customer’s rights in output do not extend to output generated for other users.

5.5 Workspace Data and Member Data. Workspace data boundaries, member data independence, Administrator access, member removal, account deletion, and related product rules are described in the Product Documentation. Customer is responsible for determining and managing, as between Customer, Administrators, Enterprise Members, any ownership, access, retention, transfer, backup, deletion, or internal governance arrangements relating to Customer Content.

6.1 Data Protection Laws. Each party will comply with applicable data protection and privacy laws in connection with the Business Services.

6.2 Security Measures. We will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content processed by the Business Services against unauthorized access, loss, disclosure, alteration, or destruction.

6.3 Security Incidents. We will notify Customer of security incidents involving Customer Content as required by applicable law and the applicable data processing terms.

7.1 Compliance. Customer must ensure that its Administrators, Enterprise Members and any other person accessing the Business Services on its behalf comply with the Agreement, applicable laws, Product Documentation, and applicable policies.

7.2 Restrictions. Customer must not, and must not permit any Administrator, Enterprise Member or third party to:

(a) use the Business Services in violation of applicable law, sanctions, export control rules, or third-party rights;

(b) use the Business Services in violation of the Usage Policy or other applicable usage policies;

(c) sell, resell, rent, lease, sublicense, or otherwise provide unauthorized access to the Business Services;

(d) share seats, accounts, API keys, access tokens, or other credentials except as expressly permitted;

(e) interfere with, disrupt, overload, bypass, or compromise the security, integrity, or performance of the Business Services;

(f) reverse engineer, decompile, copy, modify, or create derivative works of the Business Services except to the extent such restriction is prohibited by applicable law;

(g) attempt to extract, replicate, or misuse models, systems, source code, non-public features, or underlying technology of the Business Services;

(h) use the Business Services to develop, train, or improve a competing artificial intelligence model or service, except as expressly permitted in writing; or

(i) misrepresent the source, quality, legality, safety, or reliability of any output.

7.3 Suspension. We may suspend or restrict access to the Business Services, in whole or in part, if we reasonably believe that Customer, an Administrator, an Enterprise Member, or any use of the Business Services:

(a) violates the Agreement, applicable law, or applicable policies;

(b) creates security, legal, regulatory, operational, or service integrity risk;

(c) may harm us, other users, third parties, or the Business Services;

(d) involves unauthorized access, credential compromise, abuse, fraud, or misuse; or

(e) is required to be suspended by law, court order, regulator, payment processor, or other competent authority.

8.1 Fees. Customer will pay all fees specified in the applicable Order, online checkout page, pricing page, or invoice.

8.2 Payment Terms. Unless otherwise stated in the applicable Order, fees are due at the time of purchase or within the payment period stated on the invoice.

8.3 Non-Cancellable and Non-Refundable. Except as expressly stated in the applicable Order, required by applicable law, or caused by our uncured material breach, subscriptions, minimum commitments, prepaid fees, and paid seats are non-cancellable and non-refundable.

8.4 Taxes. Fees are exclusive of taxes unless expressly stated otherwise. Customer is responsible for all applicable taxes, duties, levies, withholding, or similar governmental assessments, excluding taxes based on our net income. If Customer is required to withhold or deduct any taxes from payments, Customer must increase the amount payable so that we receive the amount we would have received without such withholding or deduction, unless prohibited by applicable law.

8.5 Invoice Disputes. Customer must notify us of any good-faith invoice dispute within the period stated in the applicable Order or, if no period is stated, within thirty (30) days after the invoice date. Undisputed amounts remain payable when due.

9.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other party that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including business, technical, product, security, pricing, and customer information.

9.2 Obligations. Each party will use the other party’s Confidential Information only to perform or exercise its rights under the Agreement and will protect it using at least reasonable care. A party may disclose Confidential Information to its affiliates, employees, contractors, professional advisors, service providers, or representatives who need to know it and are bound by confidentiality obligations.

9.3 Exclusions. Confidential Information does not include information that is or becomes public without breach of the Agreement, was lawfully known by the receiving party without confidentiality restriction, is received from a third party without breach of duty, or is independently developed without use of the disclosing party’s Confidential Information.

9.4 Required Disclosure. A receiving party may disclose Confidential Information if required by law, court order, or governmental authority, provided that it gives reasonable notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

10.1 Our Services. We and our licensors retain all rights, title, and interest in and to the Business Services, models, software, systems, documentation, technology, trademarks, and related intellectual property.

10.2 Customer Content. Customer retains all rights in Customer Content, subject to the limited rights granted to us under the Agreement.

10.3 Feedback. Customer may provide feedback, suggestions, or recommendations regarding the Business Services. We may use such feedback without restriction or obligation to Customer, provided that we do not identify Customer as the source of the feedback without permission.

The Business Services may enable access to, integration with, or use of third-party services, websites, software, models, content, or applications. We do not control and are not responsible for third-party services. Customer’s use of third-party services may be subject to separate third-party terms and policies.

To the maximum extent permitted by applicable law, the Business Services are provided “as is” and “as available.” We disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation. Customer is responsible for evaluating the accuracy, suitability, and legality of outputs and for its decisions, actions, and omissions based on use of the Business Services.

Customer will defend, indemnify, and hold harmless us, our affiliates, and our personnel from and against third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

(a) Customer Content;

(b) Customer’s, Administrators’, Enterprise Members’ use of the Business Services;

(c) breach of the Agreement by Customer, Administrators, Enterprise Members;

(d) violation of applicable law or third-party rights; or

(e) any product, service, application, integration, or offering provided by Customer using or relating to the Business Services.

14.1 Exclusion of Damages. To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost business opportunities, lost goodwill, or loss of data, even if the party has been advised of the possibility of such damages.

14.2 Liability Cap. To the maximum extent permitted by applicable law, each party’s aggregate liability arising out of or relating to the Agreement will not exceed the amounts paid or payable by Customer for the Business Services giving rise to the claim during the twelve (12) months before the event giving rise to liability.

14.3 Exceptions. The exclusions and limitations above do not apply to liability that cannot be limited under applicable law, payment obligations, confidentiality obligations, Customer’s indemnity obligations, or Customer’s breach of usage restrictions.

15.1 Term. This Business Supplement applies for as long as Customer accesses or uses the Business Services.

15.2 Termination. Either party may terminate the applicable Order or Business Services if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice, unless a shorter cure period is required due to legal, security, or service integrity reasons.

15.3 Effect of Termination. Upon termination or expiration, Customer’s right to access and use the applicable Business Services will cease, and Customer must pay all outstanding fees. Customer Content retention, export, and deletion will be handled in accordance with the Product Documentation, applicable Order, and applicable law.

15.4 Survival. Provisions that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, disclaimers, indemnity, limitation of liability, and dispute resolution.

The governing law and dispute resolution forum will be as specified in the applicable Order or other written agreement between the parties. If no governing law or forum is specified, the parties will first attempt to resolve any dispute through good-faith negotiations. If the dispute cannot be resolved through negotiations, the dispute will be submitted to the courts or arbitral forum determined under the general Kimi Terms of Service, unless otherwise required by applicable law.

17.1 No Publicity. Customer may not use our name, logo, trademarks, or trade names in any public announcement, marketing, press release, customer list, or promotional material without our prior written consent.

17.2 Assignment. Customer may not assign or transfer the Agreement without our prior written consent, except in connection with a merger, reorganization, or sale of substantially all of its assets, provided that the assignee agrees to be bound by the Agreement.

17.3 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.4 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding the Business Services and supersedes all prior or contemporaneous understandings regarding the Business Services.