1. Acceptance of Terms

By accessing or using the KukuExpress platform ("Service"), operated by Kuku Express Solutions Inc. ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

1.1 Changes to These Terms

We may modify these Terms from time to time to reflect changes in the Service, applicable law, or our business practices. When we make changes:

• Material changes (e.g., changes to pricing, data ownership, liability, or your rights and obligations) — we will notify you at least thirty (30) days in advance via email to the address associated with your account and/or through an in-app notification. The notice will summarize the key changes and indicate the effective date
• Non-material changes (e.g., corrections, formatting, clarifications that do not alter your rights) — may take effect immediately upon posting the updated Terms to this page

The "Last updated" date at the top of this page will always reflect the most recent revision. We encourage you to review these Terms periodically.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with any material changes, you may cancel your subscription and stop using the Service before the changes take effect, subject to the following:

• Monthly subscribers — may cancel before the next billing cycle at no additional cost. No refund is issued for the current billing period
• Annual or multi-month subscribers — if you cancel solely because you do not accept a material change to these Terms, you are entitled to a pro-rated refund for the unused portion of your prepaid subscription, calculated from the date your cancellation takes effect through the end of your current billing period. To claim this refund, you must submit a cancellation request to support@kukuexpress.com before the effective date of the material change, citing the specific change you do not accept

This pro-rated refund right applies only to cancellations made in direct response to a material change in these Terms. It does not apply to voluntary cancellations, cancellations for cause, or cancellations unrelated to a Terms modification. Refunds under this section will be processed within thirty (30) days of the cancellation request.

2. Description of Service

KukuExpress is a cloud-based Software-as-a-Service (SaaS) platform that provides business management tools for businesses of all types and sizes, including but not limited to food service, retail, transportation, professional services, and other commercial enterprises. The Service's capabilities include, but are not limited to, point-of-sale, inventory management, accounting, payroll, customer relationship management, marketing, and AI-powered business tools.

The specific features available to you depend on the modules you activate (see Section 5). We regularly add new modules and features to the Service.

3. Account Registration and Security

To use the Service, you must create an account and provide accurate, complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent activity.

4. User Obligations

You agree to:

• Use the Service only for lawful business purposes
• Comply with all applicable local, national, and international laws and regulations
• Not attempt to gain unauthorized access to any part of the Service
• Not reverse-engineer, decompile, or disassemble any part of the Service
• Not use the Service to transmit harmful, offensive, or illegal content
• Ensure that your employees and authorized users comply with these Terms

5. Modular Service Structure

The Service is organized into core modules and optional modules. Core modules are included with every account at no additional cost. Optional modules may be activated during onboarding or at any time from your account settings.

5.1 Core Modules (Always Included)

Certain features are available to all accounts at no additional charge, including basic point-of-sale, order management, sales reports, and product catalog functionality. The specific features included in the core modules may be updated from time to time.

5.2 Optional Modules

Optional modules provide additional business management capabilities and may be activated separately, each subject to its own subscription fee. The current list of available modules, their descriptions, and pricing are available in your account at Settings > Modules or on our website.

We may add new optional modules at any time. New modules do not affect your existing subscription — they are only available if you choose to activate them. Each optional module is governed by these Terms, and any module-specific terms (such as Section 14 for the Taxi & Ride Booking module) apply in addition to these general Terms.

5.3 Module Dependencies

Certain modules require other modules to function. For example, the Production module requires the Inventory & Purchasing module to be active. When you activate a module with dependencies, the required module(s) will be automatically enabled. Disabling a required module will also disable any modules that depend on it.

5.4 Module Activation and Deactivation

• You may activate or deactivate optional modules at any time from your account settings
• Activating a paid module initiates the applicable subscription for that module
• Deactivating a module does not delete your data — your data is retained and will be accessible if you reactivate the module in the future
• Access to features and routes associated with a deactivated module will be restricted until the module is reactivated
• We reserve the right to add, modify, or discontinue optional modules at any time with reasonable notice

6. Free Trial

New accounts are eligible for a free trial period of fourteen (14) days ("Trial Period"), during which you may access all available modules at no charge. By using the free trial, you acknowledge and agree that:

• The Trial Period begins on the date of account registration
• At the end of the Trial Period, access to paid modules will be restricted unless you subscribe to an active plan
• No credit card or payment information is required to start the Trial Period
• Data entered during the Trial Period will be retained and accessible upon subscription
• We reserve the right to modify the duration or availability of the Trial Period at any time
• The Trial Period may be extended through referral rewards or promotional offers, subject to the applicable terms

7. Subscription, Billing, and Payment

Certain modules and features of the Service require a paid subscription. By subscribing, you agree to the following:

7.1 Billing Models

Modules are billed under one of the following models:

• Flat Rate — A fixed monthly or annual fee per module, regardless of the number of users
• Per-User (Per-Seat) — A fee charged per active user per billing cycle. The HR & Payroll module uses this billing model

7.2 Per-Seat Billing

For modules billed on a per-user basis:

• A "seat" is counted for each user who is active in your store during a billing cycle
• Seats are calculated on a pro-rated (fractional) basis — if a user is active for only part of a billing cycle, you are charged proportionally based on the number of active days
• Adding a user mid-cycle results in a pro-rated charge for the remaining days in the cycle
• Removing a user mid-cycle stops accrual of charges for that user from the date of removal, but no retroactive refund is issued for the current cycle
• A breakdown of seat usage is available in your account billing section for audit and transparency

7.3 Payment Terms

• Pay all applicable fees as described at the time of purchase
• Provide valid payment information and authorize recurring charges where applicable
• Subscription fees are non-refundable except (a) as required by law, or (b) where a pro-rated refund is granted under Section 1.1 due to a material change in these Terms
• Annual subscriptions, where available, offer a discounted rate compared to monthly billing

7.4 Price Changes

We reserve the right to modify pricing at any time. We will provide at least thirty (30) days' advance notice of any price increase via email or in-app notification. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing. If you do not agree to the new pricing, you may cancel your subscription before the change takes effect.

8. Storage

The Service provides cloud storage for files, images, documents, and media uploaded through your account ("Storage"). Storage is subject to the following terms:

8.1 Storage Limits

• Each account is allocated a base storage allowance of 5 GB at no additional charge
• Additional storage capacity may be purchased through paid storage tiers
• Storage usage is calculated across all files in your account, including gallery images, receipt uploads, document attachments, AI-generated media, and imported files

8.2 Exceeding Storage Limits

• If your storage usage exceeds your allocated limit, a fourteen (14) day grace period begins during which you may continue to access existing files
• During the grace period, you are expected to reduce your storage usage (by deleting files or upgrading your storage tier)
• After the grace period, certain features that consume storage — including file uploads, gallery additions, and AI image generation — may be restricted until your usage is within your allocated limit
• Existing files are never automatically deleted due to exceeding storage limits — only new uploads are restricted

8.3 Storage Recalculation

Storage usage is periodically recalculated to ensure accuracy. If you believe your reported storage usage is incorrect, you may contact support for a manual recalculation.

9. AI-Powered Features and Token Billing

The Service includes AI-powered features such as business insights, content generation, image generation, voice processing, video generation, and automated analysis. These features:

• Are powered by third-party AI providers (see Section 13)
• Consume store tokens from your account balance, billed based on usage
• Generate outputs that are suggestions only and should not be treated as professional financial, legal, or medical advice
• May produce inaccurate or incomplete results — you are responsible for reviewing and verifying all AI-generated content before use

We are not liable for any decisions made based on AI-generated content.

9.1 Ownership of AI-Generated Content

You retain ownership of all content generated through the Service's AI-powered features, including but not limited to text, images, audio, video, and any other media ("AI-Generated Content"). As between you and Kuku Express Solutions Inc., we do not claim any ownership rights over AI-Generated Content produced for your account.

You acknowledge that:

• AI-Generated Content may not be unique — the underlying AI providers may generate the same or similar content for other users
• The availability of intellectual property protection (such as copyright) for AI-Generated Content may vary by jurisdiction and is not guaranteed
• You are solely responsible for your use of AI-Generated Content and for ensuring that such use complies with applicable laws, including intellectual property, defamation, and consumer protection laws
• You are responsible for reviewing AI-Generated Content before publishing, distributing, or relying on it for any business purpose

10. Social Media Integration

The Service allows you to connect third-party social media accounts (Facebook Pages, Instagram Business accounts) to schedule and publish content. By using this feature, you:

• Authorize KukuExpress to access and manage your connected social media pages on your behalf
• Acknowledge that you are solely responsible for all content published through the Service to your social media accounts
• Agree to comply with the terms of service of each connected social media platform
• Understand that we store encrypted access tokens to perform authorized actions and that you may disconnect your accounts at any time

We do not guarantee uninterrupted access to third-party social media platforms and are not responsible for changes to their APIs, policies, or availability.

10.1 Ownership of Content Created Within the Service

Content you create within the Service using tools such as Image Studio, AI Compose, Video Generator, Voice Generator, or any other content creation feature remains your property, whether or not you publish it to external platforms. Publishing content from the Service to your social media accounts or any other external platform does not transfer any ownership rights to KukuExpress. You are solely responsible for ensuring that content you publish externally complies with the terms of service of the destination platform and all applicable laws.

11. Communication Services

The Service provides messaging capabilities including email and Telegram bot notifications. By using these features, you:

• Agree to send messages only to recipients who have consented to receive communications from your business
• Are solely responsible for the content of messages sent through the Service
• Agree not to use the Service for spam, phishing, or unsolicited communications
• Acknowledge that message delivery depends on third-party providers and is not guaranteed

12. Payment Processing

The Service integrates with third-party payment processors for transaction processing. You acknowledge that:

• Payment processing is subject to the terms and conditions of the payment processor
• We are not responsible for payment processing errors, delays, or failures caused by third-party payment providers
• You must comply with all applicable payment card industry (PCI) standards and regulations
• Refunds and chargebacks are handled according to the payment processor's policies and applicable law

13. Third-Party Services

The Service integrates with the following third-party services to provide its features. Your use of these integrations is also subject to each provider's own terms of service:

• Meta (Facebook & Instagram) — Social media publishing and page management via the Facebook Graph API. Subject to Meta's Terms of Service.
• Anthropic (Claude) — AI-powered business assistant, insights, and content generation. Subject to Anthropic's Terms.
• OpenAI — AI content generation, image creation, and audio transcription. Subject to OpenAI's Terms.
• Google (Gemini & Places) — AI services, image generation, and location/review data. Subject to Google's Terms.
• Maya (PayMaya) — Payment processing, checkout, and subscriptions. Subject to Maya's Terms.
• Amazon Web Services (SES) — Email delivery service. Subject to AWS Service Terms.
• Resend — Email delivery service. Subject to Resend's Terms.
• Telegram — Bot-based messaging and notifications. Subject to Telegram's Terms.

We are not responsible for the availability, accuracy, or conduct of these third-party services. Changes to their APIs or policies may affect Service functionality.

14. Taxi and Ride Booking Services

The Taxi & Ride Booking module enables you to manage drivers and accept ride bookings from customers. By activating and using this module, you acknowledge and agree to the following:

14.1 Your Role as Operator

• You are the transportation operator — KukuExpress provides the software platform only and does not operate, manage, or control any transportation service
• You are solely responsible for the hiring, vetting, training, supervision, and conduct of all drivers registered through your account
• You must ensure that all drivers hold valid licenses, permits, and certifications required by applicable local, national, and international laws and regulations
• You must ensure that all vehicles used are properly registered, insured, and maintained in safe operating condition

14.2 Insurance Requirements

• You must maintain industry-standard insurance coverage for your transportation operations at all times, including at minimum: third-party liability insurance, passenger accident insurance, and comprehensive vehicle insurance
• Insurance coverage must meet or exceed the minimum amounts required by the laws and regulations of the jurisdiction(s) in which you operate
• You must ensure that insurance policies cover all periods during which a driver is logged into the Service and available for dispatch, en route to a passenger, and transporting a passenger
• You are responsible for promptly notifying your insurer of any incidents that occur in connection with rides facilitated through the Service
• KukuExpress does not provide, arrange, or verify insurance coverage on your behalf and assumes no liability for gaps in your insurance coverage

14.3 Passenger Safety and Liability

• You are solely responsible for the safety of all passengers transported through bookings facilitated by the Service
• KukuExpress is not a transportation provider and assumes no liability for accidents, injuries, property damage, delays, route decisions, or any incidents that occur during or in connection with rides
• You are responsible for ensuring that child restraint systems and car seats are available, properly installed, and used in accordance with applicable law when transporting minors. KukuExpress is not liable for the selection, availability, use, or improper installation of child restraint systems
• You must establish and enforce policies prohibiting drivers from operating vehicles while under the influence of alcohol, drugs, or any substance that impairs the ability to drive safely
• You are responsible for ensuring that drivers do not engage in distracted driving, including but not limited to using mobile devices while operating a vehicle except as required for navigation and dispatch

14.4 Vehicle Standards and Inspections

• You must ensure that all vehicles used in connection with the Service meet applicable safety and roadworthiness standards
• Vehicles must undergo regular inspections as required by local law and transportation regulations
• You must maintain records of vehicle registration, insurance, and inspection documents and make them available to regulatory authorities upon request
• KukuExpress may provide features to store vehicle documentation within the Service, but this does not constitute verification or approval of vehicle compliance — you remain solely responsible for ensuring all vehicles meet legal requirements

14.5 Fare Calculation and Pricing Transparency

• The Service provides tools for configuring fare rates, surcharges, and pricing rules. Fare calculations are performed based on the parameters you configure
• You are solely responsible for ensuring that your fare structure complies with applicable fare regulations, price ceilings, and consumer protection laws
• If you use dynamic or surge pricing, you are responsible for ensuring that fare increases are clearly disclosed to passengers before they confirm a booking, in compliance with consumer protection laws
• KukuExpress does not guarantee the accuracy of GPS-based distance or time calculations used in fare computation and is not liable for fare disputes between you and your customers
• You must ensure that all applicable taxes, tolls, surcharges, and fees are transparently displayed to passengers as part of the fare breakdown

14.6 Cancellation and No-Show Policies

• You are responsible for defining and communicating your cancellation and no-show policies to passengers through the Service or your own terms
• Any cancellation fees charged to passengers must be clearly disclosed before booking confirmation and must comply with applicable consumer protection laws
• KukuExpress is not responsible for disputes arising from cancellation or no-show fees between you and your passengers
• Repeated cancellations or no-shows by drivers may be tracked through the Service for your operational management, but enforcement of driver performance standards is your sole responsibility

14.7 Ratings, Reviews, and Driver Deactivation

• The Service may provide a rating system that allows passengers and drivers to rate each other after each trip
• Ratings are provided as an operational tool for your use — you are solely responsible for establishing performance thresholds, reviewing driver conduct, and taking appropriate action (including suspension or deactivation of underperforming drivers)
• KukuExpress does not establish minimum rating thresholds and does not independently review, verify, or moderate individual ratings
• You must handle rating disputes and driver deactivation decisions in compliance with applicable labor laws and your contractual obligations to drivers

14.8 Passenger Complaints and Dispute Resolution

• You are solely responsible for receiving, investigating, and resolving all passenger complaints related to ride quality, driver conduct, fare disputes, lost property, safety concerns, and any other issues arising from your transportation services
• You must provide passengers with a reasonable means of submitting complaints and must respond to complaints within a reasonable timeframe
• KukuExpress is not a party to any dispute between you and your passengers or between you and your drivers and has no obligation to mediate, arbitrate, or resolve such disputes
• If a passenger contacts KukuExpress directly regarding a complaint about your transportation service, we may forward the complaint to you but are not obligated to do so

14.9 Emergency and Safety Features

• The Service may include safety features such as emergency buttons, ride-sharing with contacts, real-time trip tracking, or incident reporting tools
• These features are provided as tools to assist your operations and do not constitute an emergency response service. KukuExpress does not monitor emergency alerts, dispatch emergency services, or guarantee response times
• You are responsible for establishing your own emergency response procedures, including protocols for accidents, medical emergencies, criminal incidents, and natural disasters during rides
• In the event of a safety incident, you must notify the appropriate emergency services and regulatory authorities as required by law. You must also notify KukuExpress within twenty-four (24) hours of any serious incident (involving injury, death, or significant property damage) that occurs in connection with a ride facilitated through the Service

14.10 Anti-Discrimination and Accessibility

• You must ensure that your transportation services are provided without discrimination based on race, color, national origin, religion, sex, gender identity, sexual orientation, age, disability, or any other characteristic protected by applicable law
• Drivers must not refuse service to any passenger based on protected characteristics, destination, or payment method
• Service animals must be permitted to accompany passengers at all times without additional charge, in accordance with applicable disability and accessibility laws
• You are responsible for making reasonable accommodations for passengers with disabilities, including providing accessible vehicles where required by law
• Violations of anti-discrimination requirements may result in driver deactivation and, if not remedied, suspension of your access to the Taxi & Ride Booking module

14.11 Geographic Service Area

• You are responsible for defining the geographic boundaries within which your transportation services operate ("Service Area")
• You must ensure that your Service Area complies with any geographic restrictions imposed by your operating permits, franchises, or regulatory approvals
• KukuExpress does not verify whether your defined Service Area is legally authorized and is not liable for any regulatory violations arising from services provided outside your authorized area

14.12 Ride Data and Trip Records

• The Service records trip data including pickup and drop-off locations, route taken, distance, duration, fare charged, driver and passenger identifiers, and timestamps ("Trip Records")
• Trip Records are retained for a minimum of seven (7) years from the date of the trip, in connection with regulatory, tax, insurance, and legal requirements
• You may access and export your Trip Records at any time through the Service
• Real-time GPS location data of drivers is collected during active duty periods (when a driver is logged in and available for dispatch, en route to a pickup, or transporting a passenger) and is used for dispatch, navigation, trip tracking, and fare calculation
• Location data may be shared with passengers during an active trip (e.g., driver location and estimated arrival time) as part of the booking experience
• You are responsible for informing drivers about the collection and use of their location data and for obtaining any required consents under applicable data privacy laws

14.13 Branding and White-Label Usage

• The Taxi & Ride Booking module may be used under your own brand name and identity. You retain ownership of your brand, logos, trademarks, and trade names
• You grant KukuExpress a non-exclusive, non-transferable, revocable license to display your brand elements within the Service solely for the purpose of providing the branded experience to your drivers and passengers
• This license terminates automatically upon deactivation of the Taxi & Ride Booking module or termination of your account
• KukuExpress may reference your business as a customer in marketing materials (e.g., "Powered by KukuExpress") unless you opt out by notifying us in writing
• You must not represent yourself as an agent, partner, or affiliate of KukuExpress, or use the KukuExpress brand in connection with your transportation services without prior written authorization

14.14 Regulatory Compliance

• You are solely responsible for obtaining and maintaining all necessary permits, franchises, accreditations, and regulatory approvals required to operate a transportation service in your jurisdiction
• You must comply with all applicable transportation laws, labor laws, data privacy regulations, and consumer protection statutes
• KukuExpress does not provide legal or regulatory advice and is not responsible for any fines, penalties, or sanctions resulting from your failure to comply with applicable laws
• Where local regulations require transportation network companies or operators to maintain specific records, submit reports, or cooperate with regulatory audits, you are solely responsible for fulfilling these obligations using data available through the Service

14.15 No Contractual Relationship with Passengers or Drivers

• KukuExpress has no contractual, fiduciary, or agency relationship with your passengers, drivers, or any other end users of your transportation services
• Passengers and drivers are your customers and contractors, not ours. KukuExpress does not vet, approve, onboard, supervise, or communicate with your passengers or drivers except as necessary to provide the software platform to you
• No passenger or driver acquires any rights against KukuExpress by virtue of using a service operated by you through the platform. Any claims by passengers or drivers must be directed to you as the operator
• KukuExpress owes no duty of care to your passengers or drivers and is not liable for any loss, injury, damage, or harm suffered by any passenger, driver, or third party in connection with your transportation services, regardless of whether the booking was facilitated through the Service

14.16 Operator's Own Terms of Service

• You are required to establish, publish, and maintain your own terms of service, privacy policy, and any other legally required disclosures governing the relationship between you and your passengers and drivers
• Your terms must clearly state that you (the operator) — not KukuExpress — are the provider of the transportation service and that KukuExpress is a technology provider with no involvement in the operation, management, or delivery of rides
• Your terms must include, at minimum: fare and payment terms, cancellation and refund policies, liability disclaimers and limitations, complaint and dispute resolution procedures, data privacy disclosures for passenger and driver data, and any disclosures required by applicable law
• Failure to maintain adequate terms with your passengers and drivers does not transfer any obligation or liability to KukuExpress. You remain solely responsible for all claims arising from the absence or inadequacy of your own terms
• KukuExpress reserves the right to suspend or restrict your access to the Taxi & Ride Booking module if we become aware that you are operating without terms of service or in a manner that creates material legal risk to KukuExpress

14.17 Transportation-Specific Indemnification

In addition to your general indemnification obligations under Section 20, you specifically agree to indemnify, defend, and hold harmless Kuku Express Solutions Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with:

• Any accident, injury, death, or property damage occurring during or in connection with rides facilitated through the Service
• Any claim by a passenger, driver, pedestrian, or other third party related to your transportation services
• Any regulatory investigation, enforcement action, fine, penalty, or sanction directed at KukuExpress as a result of your transportation operations
• Any allegation that KukuExpress is a transportation provider, carrier, employer, or principal by virtue of providing the software platform to you
• Any failure by you to maintain adequate insurance coverage, valid permits, or required regulatory approvals
• Any violation of anti-discrimination, accessibility, consumer protection, or data privacy laws in connection with your transportation services
• Any claim arising from the absence, inadequacy, or unenforceability of your own terms of service with passengers or drivers

This indemnification obligation survives termination of your account and deactivation of the Taxi & Ride Booking module, and applies to claims arising from events that occurred while the module was active, regardless of when the claim is made.

15. Data Ownership and Content

You retain ownership of all data and content you input into the Service ("Your Data"). By using the Service, you grant us a limited, non-exclusive license to process Your Data solely to provide and improve the Service. We claim no ownership rights over Your Data.

We do not sell Your Data to third parties. Data shared with third-party services (Section 13) is limited to what is necessary to perform the requested function.

15.1 Aggregated and Anonymized Data

We may collect, aggregate, and anonymize data derived from your use of the Service ("Aggregated Data") such that it cannot reasonably be used to identify you, your business, or any individual. We may use Aggregated Data for any lawful purpose, including but not limited to:

• Analyzing usage patterns to improve the Service
• Generating industry benchmarks and trend reports
• Developing new features and services
• Conducting internal research and analytics

Aggregated Data is not considered Your Data and is not subject to the data ownership, deletion, or retention provisions of these Terms. We do not use Aggregated Data to train third-party AI models.

16. Data Deletion

You may request deletion of your data at any time by:

• Disconnecting your social media accounts from within the Service
• Contacting us at support@kukuexpress.com
• Using the Data Deletion Status page to check the status of a deletion request initiated through Facebook

Upon account termination, we will delete your data within 30 days, except where retention is required by law.

17. Data Retention on Module Deactivation

When you deactivate an optional module:

• Your data associated with that module is retained indefinitely and is not deleted
• You will not be able to access, view, or modify the data while the module is deactivated
• Reactivating the module restores full access to your previously entered data
• If you wish to permanently delete data associated with a deactivated module, you may submit a deletion request per Section 16
• We reserve the right to delete data associated with deactivated modules after twelve (12) months of continuous deactivation, with at least thirty (30) days' advance notice via email

17.1 Regulatory Record Retention

Certain Philippine laws and regulations require businesses to retain financial, tax, payroll, and employment records for extended periods. You acknowledge and agree that:

• The Bureau of Internal Revenue (BIR) requires retention of books of accounts and supporting documents for a minimum of ten (10) years from the date of the last entry or the date of the last relevant tax return, whichever is later
• Payroll records, employee 201 files, and employment-related documents may be subject to retention requirements under the Labor Code and DOLE regulations
• While your account remains active, we will retain your data for as long as you maintain your subscription. We do not proactively delete data from active accounts
• It is your responsibility to export and independently archive any records required for regulatory compliance before terminating your account or deactivating a module. While the Service provides data export functionality, the Service is not a long-term archival solution and should not be your sole repository for records that must be retained by law
• Upon account termination, the 30-day data export window (Section 21) is provided as a courtesy. If you require data retention beyond this period for regulatory compliance, you must make arrangements to export your data before termination
• KukuExpress is not liable for any penalties, fines, or adverse consequences arising from your failure to independently archive records required by law

18. Intellectual Property

The Service, including its underlying software, source code, object code, algorithms, models, architecture, design, user interface, features, documentation, and all related technology, is the intellectual property of Kuku Express Solutions Inc. and is protected by applicable copyright, trademark, trade secret, patent, and other intellectual property laws.

You may not copy, modify, distribute, reverse-engineer, decompile, disassemble, or create derivative works based on any part of the Service or its underlying technology without our prior written consent. Your subscription grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term — it does not grant you any rights to the underlying software or technology.

19. Limitation of Liability

To the maximum extent permitted by law:

• The Service is provided "as is" and "as available" without warranties of any kind, express or implied
• We do not warrant that the Service will be uninterrupted, error-free, or secure
• We are not liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Service
• Our total liability shall not exceed the amount you paid for the Service in the twelve (12) months preceding the claim

19.1 Payroll and Tax Computation Disclaimer

The Service includes payroll computation tools that calculate wages, government-mandated deductions (SSS, PhilHealth, Pag-IBIG, withholding tax), and other payroll components based on parameters and rates you configure. You acknowledge and agree that:

• Payroll computations are generated based on the data, rates, and rules you enter into the system — you are solely responsible for verifying the accuracy of all payroll outputs before processing payments or filing government remittances
• Government contribution tables, tax brackets, and regulatory rates change periodically. While we make reasonable efforts to update default computation tables, we do not guarantee that built-in rates are current, complete, or applicable to your specific jurisdiction or employee classifications
• You are responsible for reviewing and, where necessary, overriding default computation parameters to reflect your actual obligations under applicable law
• KukuExpress is not an accounting firm, tax advisor, or payroll service provider — the Service provides computation tools only, not professional payroll services
• We are not liable for penalties, surcharges, interest, or sanctions imposed by any government agency (including the BIR, SSS, PhilHealth, or Pag-IBIG) arising from incorrect payroll computations, late remittances, or erroneous filings, regardless of whether the error originated from the Service's calculations
• You are solely responsible for the timely and accurate filing of all payroll-related government remittances and reports

19.2 Accounting and Financial Reporting Disclaimer

The Service includes accounting tools such as chart of accounts, journal entries, general ledger, and financial reports. These tools are provided as record-keeping and reporting aids and do not constitute professional accounting or auditing services. You acknowledge that:

• You are responsible for the accuracy and completeness of all financial data entered into the Service
• Financial reports generated by the Service are based on the data you provide and the configurations you set — they are not audited, reviewed, or verified by KukuExpress
• The Service does not ensure compliance with Philippine Financial Reporting Standards (PFRS), Philippine Accounting Standards (PAS), or any other accounting framework — compliance is your responsibility
• We are not liable for any tax deficiencies, audit findings, financial misstatements, or regulatory penalties arising from your use of the Service's accounting features

20. Indemnification

You agree to indemnify, defend, and hold harmless Kuku Express Solutions Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Service or any activity under your account
• Your violation of these Terms or any applicable law or regulation
• Your infringement of any third-party rights, including intellectual property, privacy, or contractual rights
• Any content, data, or materials you submit, upload, or transmit through the Service
• Any claim by your employees, contractors, customers, or any third party arising from your use of the Service

If you use the Taxi & Ride Booking module, additional transportation-specific indemnification obligations apply under Section 14.17. This indemnification obligation survives termination of your account.

21. Termination

21.1 Termination by You

You may terminate your account at any time by contacting us at support@kukuexpress.com or through your account settings. Voluntary termination takes effect at the end of your current billing period. No refund is issued for the remaining portion of a billing period already in progress, except as provided in Section 1.1 (material changes).

21.2 Termination by Us Without Cause

We may terminate your account without cause by providing at least ninety (90) days' written notice via email to the address associated with your account. During the notice period:

• You will retain full access to the Service and all your data
• You may export your data at any time using the Service's export functionality
• If you are on an annual or multi-month subscription, you are entitled to a pro-rated refund for the unused portion of your prepaid subscription beyond the termination date

21.3 Termination or Suspension by Us for Cause

We may suspend or terminate your access immediately and without prior notice if:

• You materially breach these Terms and fail to cure the breach within fifteen (15) days of written notice (where the breach is curable)
• You engage in fraudulent, illegal, or abusive activity through the Service
• Your use of the Service poses a security risk to the platform or other users
• You fail to pay undisputed fees for more than thirty (30) days after the due date
• You are subject to bankruptcy, insolvency, or similar proceedings

Where practicable, we will provide notice and an opportunity to cure before termination. Suspension does not relieve you of your payment obligations during the suspension period.

21.4 Effect of Termination

Upon termination, regardless of the reason:

• Your right to use the Service ceases on the effective termination date
• All active module subscriptions are cancelled
• You may request export of Your Data within thirty (30) days of the effective termination date ("Data Export Period"). We will provide your data in a standard, machine-readable format (see Section 26)
• We may delete Your Data after the Data Export Period, except where retention is required by law or for legitimate audit purposes
• The following provisions survive termination: Sections 9.1 (AI content ownership), 14.17 (transportation indemnification), 15 (data ownership), 19 (limitation of liability), 20 (indemnification), 24 (confidentiality), and 30 (governing law)

22. Service Availability

22.1 Uptime Commitment

We use commercially reasonable efforts to maintain the availability of the Service. Our target availability is 99.5% uptime per calendar month, measured across the Service's core functionality (POS, order management, accounting, inventory, and HR modules), excluding scheduled maintenance windows and events outside our reasonable control (see Section 28).

Uptime is calculated as: (Total minutes in month − Downtime minutes) / Total minutes in month × 100

"Downtime" means a period during which the Service's core functionality is materially unavailable to all or substantially all users, as measured by our internal monitoring systems. Downtime does not include:

• Scheduled maintenance performed during our standard maintenance window (12:00 AM – 4:00 AM Manila time), with at least 24 hours' advance notice via in-app notification or email
• Emergency maintenance required to address critical security vulnerabilities or prevent imminent data loss, with notice provided as soon as practicable
• Unavailability caused by factors outside our reasonable control, including internet connectivity issues, third-party service outages, DNS failures, or Force Majeure events (Section 28)
• Unavailability resulting from your equipment, software, network connections, or other infrastructure

22.2 Service Credits

If we fail to meet the 99.5% uptime target in any calendar month, you may request a service credit as follows:

• 99.0% – 99.4% uptime — credit equal to 5% of your monthly subscription fee for affected modules
• 95.0% – 98.9% uptime — credit equal to 15% of your monthly subscription fee for affected modules
• Below 95.0% uptime — credit equal to 30% of your monthly subscription fee for affected modules

To request a service credit, you must submit a request to support@kukuexpress.com within thirty (30) days of the end of the affected month. Service credits are applied to future invoices and are not redeemable for cash. Service credits are your sole and exclusive remedy for any failure to meet the uptime target.

22.3 Incident Communication

In the event of unplanned downtime or a service degradation affecting core functionality, we will:

• Acknowledge the incident within one (1) hour of detection through our status page or email notification
• Provide status updates at reasonable intervals during the incident
• Publish a post-incident summary within five (5) business days for incidents exceeding one (1) hour of downtime

23. Security

23.1 Security Measures

We implement and maintain administrative, technical, and physical security measures designed to protect the confidentiality, integrity, and availability of Your Data. These measures include, but are not limited to:

• Encryption — Data in transit is encrypted using TLS 1.2 or higher. Sensitive data at rest (including credentials, access tokens, and payment information) is encrypted using industry-standard encryption algorithms
• Access controls — Access to production systems and customer data is restricted to authorized personnel on a need-to-know basis, enforced through role-based access controls and multi-factor authentication
• Infrastructure — The Service is hosted on infrastructure provided by reputable cloud service providers that maintain industry-recognized security certifications
• Monitoring — We maintain logging and monitoring systems to detect and respond to security events
• Backups — Your Data is backed up at regular intervals. Backups are encrypted and stored in geographically separate locations from the primary data

23.2 Security Incident Notification

In the event of a confirmed security breach that results in unauthorized access to, disclosure of, or loss of Your Data ("Security Incident"), we will:

• Notify you without undue delay, and in any event within seventy-two (72) hours of confirming the Security Incident, via email to the address associated with your account
• Provide a description of the nature of the incident, the categories and approximate volume of data affected, the likely consequences, and the measures taken or proposed to address the incident
• Cooperate with you in investigating the incident and fulfilling any notification obligations you may have under applicable data privacy laws
• Take reasonable steps to contain, mitigate, and remediate the Security Incident

23.3 Your Security Responsibilities

You are responsible for:

• Maintaining the security of your account credentials and not sharing passwords across users
• Using strong, unique passwords and enabling multi-factor authentication where available
• Managing user access levels and promptly deactivating accounts of employees who no longer require access
• Ensuring that devices used to access the Service are secured with up-to-date software and adequate endpoint protection
• Promptly reporting any suspected security incidents to support@kukuexpress.com

24. Confidentiality

24.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Service, whether orally, in writing, or through the Service, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Your Confidential Information: Your Data, business plans, financial information, customer lists, employee data, pricing strategies, trade secrets, and operational details entered into or generated through the Service
• Our Confidential Information: The Service's source code, algorithms, architecture, security configurations, business strategies, pricing models, and non-public product roadmaps

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

24.2 Obligations

Each party agrees to:

• Protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care
• Not disclose Confidential Information to any third party except as necessary to provide or receive the Service (e.g., to authorized employees, contractors, or sub-processors bound by confidentiality obligations no less protective than those in this section)
• Not use Confidential Information for any purpose other than as necessary to exercise rights or perform obligations under these Terms

24.3 Required Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process (such as a subpoena or court order), provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of the requirement (to the extent legally permitted); (b) cooperates with the Disclosing Party's reasonable efforts to contest or limit the disclosure; and (c) discloses only the minimum amount of Confidential Information necessary to comply.

24.4 Duration

Confidentiality obligations under this section survive termination of these Terms for a period of three (3) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

25. Data Processing

25.1 Roles and Scope

For the purposes of the Philippine Data Privacy Act of 2012 (Republic Act No. 10173, "DPA") and its Implementing Rules and Regulations:

• You are the Personal Information Controller (PIC) — you determine the purposes and means of processing personal data of your employees, customers, drivers, and other data subjects through the Service
• Kuku Express Solutions Inc. is a Personal Information Processor (PIP) — we process personal data on your behalf and in accordance with your instructions as implemented through the Service's features and configurations

25.2 Our Processing Obligations

As your Personal Information Processor, we will:

• Process personal data only in accordance with your documented instructions as implemented through the Service, and only to the extent necessary to provide the Service
• Implement appropriate organizational, physical, and technical security measures to protect personal data against accidental or unlawful destruction, alteration, disclosure, or access (see Section 23)
• Ensure that persons authorized to process personal data are bound by confidentiality obligations
• Not engage sub-processors without your general authorization — you authorize us to use the sub-processors listed in Section 13 (Third-Party Services) for the purposes described therein. We will notify you of any intended changes to sub-processors at least thirty (30) days in advance, giving you the opportunity to object
• Assist you, to the extent reasonably practicable, in responding to requests from data subjects exercising their rights under the DPA (access, correction, erasure, portability, objection)
• Notify you of any personal data breach in accordance with Section 23.2 and assist you in complying with your breach notification obligations under the DPA and NPC Circular 2016-03
• Upon termination of the Service, return or delete personal data in accordance with Section 21.4, except where retention is required by applicable law

25.3 Your Obligations as Controller

As the Personal Information Controller, you are responsible for:

• Ensuring that you have a lawful basis for processing the personal data of your employees, customers, and other data subjects through the Service
• Providing appropriate privacy notices to your data subjects informing them of the processing of their personal data, including any processing performed by KukuExpress on your behalf
• Obtaining any required consents from data subjects, where consent is the basis for processing
• Responding to data subject requests and complaints — KukuExpress will assist with technical fulfillment but is not responsible for communicating with your data subjects
• Registering with the National Privacy Commission (NPC) as a Personal Information Controller, where required
• Conducting privacy impact assessments where required by the DPA or NPC regulations

25.4 Categories of Personal Data Processed

The categories of personal data processed through the Service may include, depending on the modules you activate:

• Employee data — names, contact details, government ID numbers (SSS, PhilHealth, Pag-IBIG, TIN), employment records, payroll information, attendance data, performance evaluations, 201 file documents
• Customer data — names, contact details, order history, payment records, subscription details, loyalty program participation
• Driver data (Taxi module) — names, contact details, license information, vehicle details, GPS location data, trip history
• Supplier/vendor data — contact names, business details, transaction history

26. Data Portability and Export

26.1 Export Functionality

The Service provides data export functionality that allows you to export Your Data during your active subscription and during the Data Export Period following termination (Section 21.4). We support the following:

• Structured data (transactions, inventory, contacts, journal entries, payroll records, etc.) — exportable in CSV format
• Files and media (gallery images, documents, receipts, AI-generated content) — downloadable in their original format
• Financial reports — exportable in CSV or PDF format

26.2 Bulk Export Assistance

For accounts with large volumes of data, you may request a bulk export by contacting support@kukuexpress.com. We will provide the export within a reasonable timeframe, not to exceed fifteen (15) business days. Bulk exports may be subject to a processing fee for accounts exceeding 50 GB of stored data.

26.3 No Vendor Lock-In

We will not impose technical barriers designed to prevent you from exporting Your Data. While we cannot guarantee compatibility with every third-party system, we commit to providing your data in standard, commonly used, machine-readable formats that facilitate migration to alternative platforms.

27. Business Continuity

27.1 Continuity Commitment

We maintain business continuity and disaster recovery procedures designed to minimize disruption to the Service in the event of infrastructure failures, natural disasters, or other adverse events. These include:

• Automated database backups performed at regular intervals, with backups stored in geographically separate locations
• Infrastructure designed for redundancy and failover
• Documented incident response and disaster recovery procedures

27.2 Change of Control

In the event that Kuku Express Solutions Inc. is acquired, merged with another entity, or undergoes a change of control:

• We will notify you at least sixty (60) days in advance of any change of control that would result in a material change to the Service or these Terms
• Your agreement with us will be assigned to the successor entity, which will be bound by the terms of this agreement for the remainder of your current subscription period
• If the successor entity materially changes the Service or these Terms, you may terminate your account in accordance with Section 1.1 (material changes), including the pro-rated refund provisions for annual subscribers

27.3 Discontinuation of Service

If we decide to discontinue the Service entirely:

• We will provide at least six (6) months' written notice before the discontinuation date
• During the notice period, you will retain full access to the Service and all data export functionality
• We will provide a pro-rated refund for any prepaid subscription fees covering the period after the discontinuation date
• We will make reasonable efforts to assist with data migration, including providing data in standard export formats and, where feasible, documentation of data structures to facilitate migration to alternative platforms

28. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to:

• Natural disasters (earthquakes, typhoons, floods, volcanic eruptions)
• Epidemics, pandemics, or public health emergencies
• Acts of war, terrorism, civil unrest, or government actions
• Power outages, internet backbone failures, or telecommunications failures not caused by the affected party
• Failure or unavailability of third-party services critical to the operation of the Service (e.g., cloud hosting providers, payment processors, AI API providers)
• Government orders, regulations, or embargoes

The affected party must: (a) promptly notify the other party of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the impact and resume performance; and (c) resume performance promptly once the Force Majeure Event ceases.

If a Force Majeure Event prevents performance for more than sixty (60) consecutive days, either party may terminate the affected portion of the agreement upon written notice, without liability, subject to the data export provisions of Section 21.4 and any applicable refund for prepaid fees.

29. Multi-Entity Accounts

If you operate multiple stores, branches, or business entities through the Service under a single account or under linked accounts, the following terms apply:

• Contracting entity — The individual or entity that registered the account and accepted these Terms is the contracting party and is responsible for all obligations under these Terms, including payment, compliance, and indemnification, across all stores and branches associated with the account
• Authorized administrators — You may designate administrators for individual stores. Each administrator must be authorized by the contracting entity. The contracting entity is responsible for the actions of all administrators and users across all stores
• Shared liability — A violation of these Terms by any user or any store under your account constitutes a violation by the contracting entity. We may suspend or terminate access to the entire account or to individual stores, at our discretion, in response to a violation by any associated store
• Billing — Subscriptions and billing are calculated on a per-store basis. Each store's module subscriptions, seat counts, and storage usage are tracked independently. The contracting entity is responsible for payment of all charges across all stores
• Data isolation — Each store's data is logically separated within the Service. Users assigned to one store cannot access data belonging to another store unless explicitly granted cross-store access by an authorized administrator

30. Dispute Resolution and Governing Law

30.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, both parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") through good-faith negotiation. The aggrieved party must send a written notice describing the Dispute and proposed resolution to the other party. Both parties will use reasonable efforts to resolve the Dispute through direct communication within thirty (30) days of receipt of the notice.

30.2 Mediation

If the Dispute is not resolved through informal negotiation within thirty (30) days, either party may submit the Dispute to mediation administered by a mutually agreed-upon mediator or, failing agreement, by a mediator appointed by the Philippine Mediation Center. The mediation shall take place in Metro Manila, Philippines. Each party shall bear its own costs of mediation, and the mediator's fees shall be shared equally.

30.3 Litigation

If the Dispute is not resolved through mediation within sixty (60) days of the mediation request, either party may pursue the Dispute in the courts of competent jurisdiction in Makati City, Metro Manila, Philippines. Both parties consent to the exclusive jurisdiction and venue of the courts of Makati City for any action arising out of or relating to these Terms.

30.4 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

30.5 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm (such as unauthorized disclosure of Confidential Information, infringement of intellectual property rights, or unauthorized access to the Service) pending the outcome of any dispute resolution proceedings.

31. Contact Us

If you have questions about these Terms, contact us at:

Kuku Express Solutions Inc.
Email: support@kukuexpress.com