TERMS OF SERVICE

Coolhand Labs, Inc. Terms of Service Effective Date: April 5, 2026 | Last Updated: April 5, 2026 --- 1. ACCEPTANCE OF TERMS These Terms of Service ("Terms") constitute a legally binding agreement between Coolhand Labs, Inc., a Delaware corporation ("Coolhand," "we," "us," or "our"), and the entity or individual ("Client" or "you") accessing or using Coolhand's LLM observability and optimization platform, including any associated APIs, tools, dashboards, and documentation (collectively, the "Platform"). By creating an account, clicking to accept these Terms, or otherwise accessing or using the Platform, you represent that (a) you have read and understand these Terms; (b) you have authority to bind the entity on whose behalf you are acting; and (c) you agree to be bound by these Terms and Coolhand's Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, do not access or use the Platform. Existing Clients: If you accessed the Platform under a prior version of these Terms, we will provide at least 30 days' prior written notice by email to the address associated with your account before any updated Terms take effect. Continued use of the Platform after the effective date of updated Terms constitutes acceptance of the revised Terms. --- 2. DEFINITIONS As used in these Terms: "Client Data" means all data, content, and information submitted to or processed through the Platform by Client or on Client's behalf, including LLM inference request and response logs, end-user feedback, and any related metadata. "Client" means the business entity or individual who has agreed to these Terms and is responsible for all use of the Platform under their account. "End User" means an end user of a Client's own application or service who may interact with Client's LLM workflows logged through the Platform. "Feedback Widget" means the open-source feedback collection component made available by Coolhand under the Apache License 2.0 for Client deployment in Client applications. "Optimization Output" means any recommendation, insight, analysis, or report generated by Coolhand's Platform based on Client Data. "Code Deliverable" means any code artifact, pull request, or patch generated by Coolhand and delivered to Client as the implementation of an Optimization Output. "PHI" means protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations. "Reseller" means a third party authorized by Coolhand to incorporate the Platform into the Reseller's own product or service offering for End Clients. "Platform" means Coolhand's LLM observability and optimization services, APIs, dashboards, and related tools, as described at coolhandlabs.com. --- 3. THE PLATFORM Coolhand provides a logging and optimization layer for Client LLM API workflows. When integrated, the Platform receives, stores, and analyzes inference requests and responses (LLM Logs) that Clients route through Coolhand, and generates Optimization Outputs and, on applicable plans, Code Deliverables. The Platform also supports collection of End User feedback via the Feedback Widget. The Platform is offered across the following tiers, subject to the features and limitations associated with each: • Free Tier: Access to core logging and optimization features with default retention and without log export functionality. • Paid Plans: Enhanced features including log export, extended retention options, and additional usage capacity. • Enterprise: Custom integrations, negotiated data retention, dedicated support, and HIPAA-eligible configurations (requires executed BAA). Coolhand reserves the right to modify, enhance, or discontinue features of the Platform at any time, with reasonable notice to Clients where such changes are material. --- 4. ACCOUNT REGISTRATION AND ELIGIBILITY To use the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. The Platform is available only to businesses and individuals who are at least 18 years of age and who have the legal authority to enter into binding contracts. By registering, you represent and warrant that you meet these eligibility requirements. The Platform is currently available to Clients located in the United States and Canada. Clients located outside these jurisdictions should contact Coolhand before attempting to access or use the Platform. --- 5. CLIENT DATA 5.1 Client Ownership As between Coolhand and Client, Client retains all right, title, and interest in and to Client Data. Coolhand acquires no ownership rights in Client Data by virtue of these Terms. 5.2 License to Process Client Data Client grants Coolhand a limited, non-exclusive, royalty-free license to access, process, store, and use Client Data solely as necessary to: (a) provide the Platform and its features to Client; (b) generate Optimization Outputs for Client; (c) perform Client-specific performance improvements using that Client's own data; and (d) generate de-identified, aggregated insights for Platform-wide improvement, subject to Section 5.3. 5.3 Aggregated and De-Identified Data Coolhand may use de-identified, aggregated data derived from Client Data across the Platform to improve Coolhand's services, models, and algorithms. Prior to any such cross-client use, Coolhand applies de-identification measures such that the resulting data cannot reasonably be used to identify Client, any End User, or any individual. Where Client Data contains PHI, de-identification is performed in accordance with HIPAA's de-identification standards (45 C.F.R. § 164.514). Coolhand does not use one Client's identifiable data to benefit another Client. 5.4 Client Responsibilities Client is solely responsible for: • ensuring it has all necessary rights, licenses, and consents to submit Client Data to the Platform; • providing appropriate privacy notices to End Users and obtaining any required consents under applicable law; • ensuring that Client Data submitted to the Platform complies with applicable law, including data protection and privacy laws; • the accuracy, quality, and legality of Client Data; and • configuring and using the Platform in a manner consistent with these Terms. 5.5 Data Retention LLM Logs are retained by default for 90 days from the date of ingestion. Clients on Paid plans may export their LLM Logs during this retention period. After expiration of the applicable retention period, LLM Logs are deleted in the ordinary course. Extended retention periods may be negotiated via a written addendum. Coolhand is not obligated to retain Client Data beyond the applicable retention period and is not liable for any deletion of Client Data in accordance with these Terms. Notwithstanding the above, where Coolhand is acting as a Business Associate under HIPAA, Coolhand's obligations with respect to retention and destruction of PHI are governed by the applicable BAA. 5.6 Security Coolhand maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, and destruction. Client acknowledges that the Platform operates on shared infrastructure and that Coolhand applies logical data separation controls between Clients. Clients requiring dedicated infrastructure or heightened isolation should contact Coolhand to discuss Enterprise options. --- 6. HIPAA AND PROTECTED HEALTH INFORMATION The Platform may be used in connection with workflows that involve PHI, provided that the Client and Coolhand have executed a valid BAA prior to any PHI being submitted. The Terms alone do not constitute a BAA and do not make Coolhand a Business Associate of Client. Submitting PHI to the Platform without an executed BAA is a material breach of these Terms. Clients who believe their use case may involve PHI should contact legal@coolhandlabs.com to initiate the BAA process before onboarding. Enterprise plan Clients with PHI workflows will receive HIPAA-eligible configurations as part of their agreement. --- 7. FEEDBACK WIDGET Coolhand makes available the Feedback Widget as open-source software under the Apache License 2.0. The Feedback Widget is provided "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, to the maximum extent permitted by applicable law. Coolhand disclaims all warranties with respect to the Feedback Widget, including without limitation implied warranties of merchantability, fitness for a particular purpose, and non-infringement. By deploying the Feedback Widget, Client agrees that: • Client is solely responsible for the deployment, operation, and compliance obligations associated with the Feedback Widget within Client's application; • Client will not deploy the Feedback Widget in any application directed to users under the age of 18; • Client is responsible for ensuring compliance with COPPA, applicable state privacy laws, and any other laws governing the collection of data from minors; and • feedback data collected through the Feedback Widget and transmitted to Coolhand's Platform is Client Data subject to these Terms. --- 8. RESELLERS AND END CLIENTS If you are a Reseller using or incorporating the Platform into a product or service for an End Client: • You must ensure that each End Client is made aware that the Platform is powered by Coolhand. • You must ensure that each End Client agrees to Coolhand's Terms of Service and Privacy Policy as a condition of using any product or service that incorporates the Platform. • If an End Client's use of your product involves PHI, the End Client must execute a BAA directly with Coolhand. The Reseller's agreement with Coolhand does not substitute for an End Client BAA. • You are responsible to Coolhand for ensuring that your End Clients comply with these Terms to the same extent as if they were Clients directly. --- 9. INTELLECTUAL PROPERTY 9.1 Platform Ownership Coolhand owns all right, title, and interest in and to the Platform, including all software, algorithms, models, interfaces, documentation, and underlying technology. These Terms do not transfer any ownership interest in the Platform to Client. Client receives only the limited license to access and use the Platform as expressly set forth herein. 9.2 Optimization Outputs Coolhand retains all intellectual property rights in Optimization Outputs (recommendations, insights, analyses, and reports) generated by the Platform. Coolhand grants Client a perpetual, irrevocable, royalty-free, non-exclusive license to use the Optimization Outputs for Client's internal business purposes. 9.3 Code Deliverables Where Coolhand delivers a Code Deliverable (such as a GitHub pull request or code patch) to Client as the implementation of an Optimization Output, Client owns the Code Deliverable upon delivery. Coolhand retains the underlying Optimization Output and any methods, algorithms, or know-how embodied therein, and grants Client a perpetual, irrevocable, royalty-free license to use those elements to the extent incorporated in the Code Deliverable. ALL CODE DELIVERABLES ARE PROVIDED AS SUGGESTIONS ONLY. CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ANY CODE DELIVERABLE BEFORE MERGING OR DEPLOYING IT, INCLUDING REVIEW FOR CORRECTNESS, SECURITY VULNERABILITIES, DATA EXPOSURE RISKS, AND FITNESS FOR CLIENT'S ENVIRONMENT. COOLHAND MAKES NO WARRANTY THAT ANY CODE DELIVERABLE IS FREE FROM BUGS, ERRORS, OR SECURITY DEFECTS. COOLHAND IS NOT LIABLE FOR ANY LOSSES, DAMAGES, DATA EXPOSURES, SECURITY INCIDENTS, OR OTHER HARMS ARISING FROM CLIENT'S MERGING, DEPLOYMENT, OR USE OF ANY CODE DELIVERABLE WITHOUT ADEQUATE INDEPENDENT REVIEW AND TESTING. 9.4 Feedback If Client or its End Users provide feedback, suggestions, or ideas to Coolhand about the Platform ("Platform Feedback"), Client hereby assigns to Coolhand all right, title, and interest in such Platform Feedback, and Coolhand may use it without restriction or compensation. Platform Feedback does not include Client Data. 9.5 Feedback Widget The Feedback Widget is open-source software distributed under the Apache License 2.0. Nothing in these Terms limits Client's rights under that license with respect to the widget code itself. --- 10. ACCEPTABLE USE Client agrees not to: • submit Client Data that Client does not have the right to submit, or that infringes the intellectual property or privacy rights of any third party; • submit PHI to the Platform without an executed BAA; • use the Platform to process data relating to individuals under the age of 18 in any application directed to minors; • attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform (except to the extent expressly permitted by applicable law); • use the Platform to develop a competing product or service; • use the Platform in violation of any applicable law or regulation; • interfere with or disrupt the integrity or performance of the Platform or the data of other Clients; or • circumvent any security measures or access controls of the Platform. --- 10A. PROPOSED OPTIMIZATIONS AND PER-FIX FEES 10A.1 Proposed Optimizations A "Proposed Optimization" is an optimization recommendation generated by the Platform and surfaced to Client in the Platform dashboard, together with the timestamp at which it was surfaced. Where Client has configured a GitHub or GitLab integration, a Proposed Optimization may also be delivered as a pull request or merge request to Client's repository. Where Client has configured an optional notification channel (such as email or Slack), Coolhand will also dispatch a notification to that channel and log the timestamp of dispatch. The dashboard timestamp constitutes conclusive evidence of the date on which a Proposed Optimization was made available to Client. Client is responsible for regularly monitoring the Platform dashboard for Proposed Optimizations; failure to do so does not affect Client's payment obligations under this Section. 10A.2 Payment Obligation Upon Implementation Where Client's plan includes per-fix pricing, Client is obligated to pay the applicable per-fix fee for each Proposed Optimization that Client implements, in whole or in part, in Client's systems. The payment obligation arises upon implementation and is not contingent on: (a) whether Client implemented the optimization via a Code Deliverable provided by Coolhand or by other means; (b) whether Client accepted, modified, or rejected any associated Code Deliverable; or (c) whether Client's implementation was based directly on the Proposed Optimization or arrived at independently after the Proposed Optimization was made available to Client. 10A.3 Detection of Implementation Coolhand detects implementation of a Proposed Optimization through automated analysis of Client's LLM Logs, including pattern matching and AI-assisted review. A Proposed Optimization is considered implemented when Coolhand's detection processes identify that Client's LLM traffic reflects the optimization, in whole or in material part. Coolhand's determination of implementation is conclusive absent manifest error. The payment obligation applies regardless of when implementation is detected; there is no time limit on Coolhand's right to invoice for implementation of a Proposed Optimization. 10A.4 Reversion The payment obligation for a Proposed Optimization is triggered by implementation and is not affected by any subsequent reversion, rollback, or removal of the optimization. Fees invoiced for an implemented optimization are non-refundable upon reversion. --- 11. FEES AND PAYMENT Access to the Platform is available on a free tier and paid plans, as described on Coolhand's pricing page at coolhandlabs.com. For paid plans, Client agrees to pay the applicable fees in accordance with the pricing and payment terms presented at the time of purchase or as set forth in a separate order form or agreement. Coolhand reserves the right to modify its pricing with at least 30 days' prior written notice to existing Clients. Continued use of the Platform after a price change takes effect constitutes acceptance of the new pricing. All fees are non-refundable except as expressly required by applicable law or as otherwise agreed in writing. --- 12. CONFIDENTIALITY Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Each party agrees to use the other's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms, and to protect it using at least the same degree of care used to protect its own confidential information (but not less than reasonable care). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Either party may disclose Confidential Information as required by law, regulation, or court order, provided it gives the other party reasonable prior written notice (to the extent permitted by law) and cooperates with any effort to obtain protective treatment. Client Data is Confidential Information of Client. Coolhand's pricing, models, and Platform architecture are Confidential Information of Coolhand. --- 13. REPRESENTATIONS AND WARRANTIES Each party represents and warrants that it has the legal authority to enter into these Terms and that its performance hereunder will not violate any applicable law or agreement with a third party. Client additionally represents and warrants that: • it has all rights necessary to submit Client Data to the Platform; • Client Data does not and will not infringe the intellectual property, privacy, or other rights of any third party; • Client will not submit PHI to the Platform without an executed BAA; and • Client's deployment of the Feedback Widget (if any) complies with applicable law and these Terms, including the prohibition on deployment to applications directed to users under 18. --- 14. DISCLAIMERS THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COOLHAND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COOLHAND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES, OR THAT ANY OPTIMIZATION OUTPUT OR CODE DELIVERABLE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS. OPTIMIZATION OUTPUTS AND CODE DELIVERABLES ARE PROVIDED FOR INFORMATIONAL AND EFFICIENCY PURPOSES AS SUGGESTIONS ONLY. CLIENT IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, TESTING, AND VALIDATING ANY OPTIMIZATION OUTPUT OR CODE DELIVERABLE BEFORE IMPLEMENTATION OR DEPLOYMENT, INCLUDING EVALUATION FOR CORRECTNESS, SECURITY VULNERABILITIES, AND DATA EXPOSURE RISKS. COOLHAND IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, SECURITY INCIDENTS, DATA EXPOSURES, SYSTEM FAILURES, OR OTHER CONSEQUENCES ARISING FROM CLIENT'S IMPLEMENTATION OR DEPLOYMENT OF ANY OPTIMIZATION OUTPUT OR CODE DELIVERABLE. --- 15. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COOLHAND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM, REGARDLESS OF WHETHER COOLHAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COOLHAND'S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CLIENT TO COOLHAND IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (B) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) COOLHAND'S BREACH OF ITS DATA SECURITY OBLIGATIONS WITH RESPECT TO PHI. --- 16. INDEMNIFICATION Client agrees to defend, indemnify, and hold harmless Coolhand and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use of the Platform in violation of these Terms; (b) Client Data, including any claim that Client Data infringes or misappropriates the rights of a third party; (c) Client's breach of any representation or warranty in these Terms; or (d) Client's submission of PHI to the Platform without an executed BAA. Coolhand agrees to defend, indemnify, and hold harmless Client from and against any third-party claims alleging that the Platform (excluding Client Data) infringes such third party's intellectual property rights, provided that Client (i) promptly notifies Coolhand in writing of the claim, (ii) gives Coolhand sole control over the defense and settlement, and (iii) provides reasonable cooperation. --- 17. TERM AND TERMINATION These Terms commence when Client first accepts them and continue until terminated. Either party may terminate these Terms for any reason upon 30 days' written notice to the other party. Coolhand may suspend or terminate Client's access to the Platform immediately upon written notice if Client: (a) materially breaches these Terms and fails to cure within 10 days of written notice; (b) submits PHI without an executed BAA; (c) violates the acceptable use provisions of Section 10; or (d) becomes insolvent or subject to bankruptcy proceedings. Upon termination: (a) all licenses granted to Client hereunder will terminate; (b) Client's access to the Platform will be disabled; (c) Client Data will be deleted in accordance with Section 5.5; and (d) provisions that by their nature should survive (including Sections 5.1, 9, 12, 13, 14, 15, 16, 18, and 19) will survive. --- 18. DISPUTE RESOLUTION AND GOVERNING LAW These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. The parties agree to first attempt to resolve any dispute through good-faith negotiation for a period of 30 days following written notice of the dispute. If the dispute is not resolved through negotiation, it will be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in English, with proceedings held in Delaware or remotely as agreed by the parties. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including to protect intellectual property or confidential information. CLASS ACTION WAIVER: TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER PARTY. --- 19. GENERAL PROVISIONS 19.1 Entire Agreement These Terms, together with Coolhand's Privacy Policy and any applicable order forms, addenda, or BAAs, constitute the entire agreement between the parties with respect to the Platform and supersede all prior or contemporaneous understandings and agreements relating to the subject matter hereof. 19.2 Order of Precedence In the event of a conflict between these Terms and any executed order form, Enterprise agreement, or BAA, the terms of the more specific document will control with respect to the subject matter of that conflict. 19.3 Modifications Coolhand may modify these Terms from time to time. Material modifications will be communicated to Clients by email at least 30 days before they take effect. Continued use of the Platform after the effective date of modified Terms constitutes acceptance. If Client objects to a modification, Client's sole remedy is to terminate its use of the Platform before the modification takes effect. 19.4 Severability If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. 19.5 Waiver Failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. 19.6 Assignment Client may not assign these Terms or any rights or obligations hereunder without Coolhand's prior written consent. Coolhand may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. 19.7 Force Majeure Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, power or internet outages, labor disputes, or disruptions in third-party AI infrastructure or cloud services. The affected party will notify the other promptly and use commercially reasonable efforts to resume performance. 19.8 Notices Notices to Coolhand under these Terms should be sent to legal@coolhandlabs.com or by mail to Coolhand Labs, Inc., [Address]. Notices to Client will be sent to the email address associated with Client's account. 19.9 No Third-Party Beneficiaries These Terms are for the benefit of the parties only and do not create any rights in any third party, except that End Clients who have agreed to these Terms through a Reseller relationship have the benefit of the data handling provisions applicable to Client Data. --- CONTACT US Coolhand Labs, Inc. Legal and Privacy legal@coolhandlabs.com coolhandlabs.com