TERMS OF USE

This website (www.kohai.live) and its related online features, domains, subdomains, mobile applications, and webstores (collectively, the “Sites”) are operated by KOHAI, LLC (together with its affiliates, subsidiaries, and designees, “KOHAI,” “we,” “us,” or “our”). Your access to and use of any website, application, or service where these Terms of Use are posted or linked, including mobile shopping carts and ticket or merchandise purchasing interfaces (collectively, the “Services”), are governed by and subject to these Terms of Use (these “Terms”).

1. Legal Agreement These Terms constitute a legally binding agreement between you (“you,” “your,” or “user”) and KOHAI. Except as set forth in the Arbitration and Class Action Waiver section below, by visiting, browsing, registering for, purchasing from, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must discontinue all use of the Services immediately. To use the Services, you represent and warrant that you are at least 18 years of age (or the age of majority in your jurisdiction of residence), or, if you are between the ages of 13 and 18, that you are using the Services under the supervision and with the consent of a parent or legal guardian. If you access or use the Services on behalf of a company, entity, or organization, you represent and warrant that you have full legal authority to bind that entity to these Terms.

2. Additional Terms and Policies KOHAI may establish supplemental guidelines, rules, or policies applicable to specific features, products, promotions, or events (the “Additional Terms”). Such Additional Terms include, without limitation: * KOHAI Privacy Policy * Accessibility Statement * Customer Support, Shipping, and Return/Refund Policies * Ticketing and Event Attendance Policies * All Additional Terms are incorporated into these Terms by reference. KOHAI partners with third-party service providers (such as payment gateways, warehouse fulfillment centers, email delivery systems, and ticketing partners). These third parties may maintain separate terms and conditions that govern their independent tools and platforms.

3. Events, Ticketing, and Unauthorized Productions KOHAI organizes, produces, and partners with select live tours, artist showcases, concerts, and brand activations. Unless explicitly declared in writing by KOHAI, KOHAI does not sponsor, endorse, or affiliate with third-party “fan-organized,” “tribute,” or unofficial themed events or unauthorized merchandise sellers. If you purchase admission to or attend any third-party, unauthorized, or unofficial event referencing KOHAI or its roster of artists, you do so entirely at your own risk. KOHAI disclaims all liability for personal injury, property loss, damages, or ticketing disputes occurring in connection with unauthorized events or secondary marketplace transactions.

4. SMS and Mobile Messaging Programs When you enroll in an SMS/MMS text messaging program offered by KOHAI, you consent to receive marketing messages, abandoned shopping cart reminders, event updates, and order confirmations at the mobile number provided. * Message Frequency & Rates: Message frequency varies. Standard carrier message and data rates may apply. Check with your mobile carrier for your plan details. * Automated Technology: Messages may be sent using automated dialing systems. Consent to receive promotional texts is not a condition of purchasing any goods or services. * Opting Out: You may opt out of SMS communications at any time by replying STOP to any message received. For support, reply HELP or contact us at [privacy@KOHAI.com / support@KOHAI.com]. * Delivery Limitations: Supported carriers are not liable for delayed or undelivered messages. Delivery is dependent on external telecommunications networks outside of KOHAI’s control.

5. Intellectual Property and Proprietary Rights All content, graphics, user interfaces, visual design, audio recordings, video clips, artwork, photographs, text, code, software, trade dress, and layout on the Services (“Site Content”) are the exclusive property of KOHAI or its licensors, protected by copyright, trademark, and trade secret laws worldwide. The trademark “KOHAI,” related logos, brand icons, domain names, artist marks, and trade dress (collectively, the “KOHAI Marks”) are proprietary trademarks of KOHAI or its affiliated partners. Nothing contained on the Services grants any license or right to use any KOHAI Marks without prior written permission from KOHAI. You are granted a limited, personal, revocable, non-exclusive, non-transferable license to view and interact with the Site Content solely for personal, non-commercial purposes on an internet-enabled device. You may not copy, reproduce, scrape, duplicate, republish, broadcast, modify, or create derivative works from Site Content without explicit written consent.

6. User-Submitted Content and Reviews Certain areas of the Services allow you to post comments, product reviews, photo submissions, forum posts, or other materials (“Your Content”). * Representations & Warranties: You represent and warrant that you own or possess all necessary rights, licenses, and permissions to post Your Content, and that Your Content does not infringe upon any third party’s intellectual property, privacy, or publicity rights. * License Grant to KOHAI: By submitting Your Content, you grant KOHAI an irrevocable, perpetual, royalty-free, worldwide, transferable, sublicensable license to use, display, reproduce, modify, publish, adapt, distribute, and commercialize Your Content in any media formats now known or hereafter developed, without obligation of attribution, compensation, or notification. * Content Moderation: KOHAI reserves the right, but undertakes no ongoing obligation, to review, edit, reject, or remove any of Your Content at any time, for any reason, without notice.

7. Prohibited Conduct You agree not to engage in any of the following prohibited behaviors: * Impersonating any individual, entity, or KOHAI representative, or misrepresenting your affiliation. * Using automated tools (e.g., bots, spiders, crawlers, scrapers) to access, harvest data from, monitor, or place unauthorized batch purchases on the Services. * Attempting to bypass security systems, probe network vulnerabilities, or disrupt server infrastructure via Denial of Service (DoS) attacks or malicious software. * Introducing code, scripts, trojans, worms, or logic bombs designed to interrupt or damage platform functionality. * Reselling products, tickets, or merchandise for unauthorized commercial gain, or running automated scripts to purchase high-demand drops for secondary distribution. * Framing, mirroring, or reverse-engineering any portion of the Services. * Posting defamatory, obscene, harassing, hateful, threatening, or unlawful material.

8. User Accounts and Credentials If an area of the Services requires account creation, you agree to provide accurate, current, and complete registration details and to update them as necessary. You are solely responsible for maintaining the confidentiality of your login credentials and for all actions that occur under your account. You must notify KOHAI immediately at [support@KOHAI.com] if you suspect unauthorized access or security compromises. KOHAI is not liable for losses resulting from compromised account credentials. KOHAI reserves the right to suspend or terminate accounts that violate these Terms.

9. Orders, Pricing, and Payments * Pricing and Availability: Prices, product availability, event dates, and shipping rates listed on the Services are subject to change without notice. All prices are listed in U.S. Dollars (USD) unless explicitly designated otherwise. * Order Acceptance and Cancellation: Receipt of an order confirmation does not signify our final acceptance of your order. KOHAI reserves the right to limit order quantities, reject orders, or cancel transactions suspected of fraud, scalping, reseller activity, or operational errors. If an order is canceled after your payment method has been charged, a refund will be issued. * Finality of Sales: Except as expressly set forth in our return policies or required by consumer protection laws, purchases of limited-edition drops, digital products, and event tickets are final and non-refundable.

10. Unsolicited Submissions KOHAI does not accept unsolicited submissions of music, video concepts, marketing strategies, creative pitches, or merchandise designs. If you submit unsolicited feedback, ideas, or suggestions (“Submissions”) despite this policy, you agree that: * Your Submissions automatically become the property of KOHAI without entitlement to compensation or acknowledgment. * KOHAI is under no obligation of confidentiality or non-disclosure concerning the Submissions. * KOHAI may use or distribute the Submissions for any purpose, commercial or otherwise, without accounting to you.

11. Third-Party Links and Integrations The Services may provide links to third-party platforms, social media networks (e.g., Instagram, X/Twitter, YouTube, TikTok), ticketing systems, or external payment gateways. KOHAI does not control, endorse, or assume responsibility for the content, privacy policies, or practices of third-party platforms. You access external sites at your own risk.

12. Disclaimer of Warranties THE SERVICES AND ALL SITE CONTENT, MERCHANDISE, TICKETS, AND FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KOHAI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KOHAI DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION UNINTERRUPTED, SECURELY, OR ERROR-FREE, NOR THAT PLATFORM DEFECTS OR SECURITY VULNERABILITIES WILL BE PROMPTLY DETECTED OR CORRECTED.

13. Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO LEGAL THEORY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL KOHAI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA LOSS, LOSS OF GOODWILL, WORK STOPPAGE, OR DEVICE DAMAGE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES. KOHAI’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED: (A) THE TOTAL AMOUNT PAID BY YOU TO KOHAI THROUGH THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD), WHICHEVER IS GREATER.

14. Indemnification You agree to defend, indemnify, and hold harmless KOHAI, its parent, subsidiaries, affiliates, officers, directors, employees, and agents from and against all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: * Your violation of these Terms or any applicable law; * Your access to or use of the Services; * Your Content; or * Your infringement of any intellectual property, privacy, or common law right of any individual or entity.

15. Dispute Resolution: Binding Arbitration and Class Action Waiver * Informal Dispute Resolution: Before initiating legal proceedings, you and KOHAI agree to make a good-faith effort to resolve any dispute informally. You must send a written notice of dispute detailing the claim to legal@kohai.com. If the dispute is not resolved within thirty (30) days from receipt of the notice, either party may initiate binding arbitration. * Arbitration Agreement: Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your transactions with KOHAI shall be settled by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules or Streamlined Arbitration Rules, as applicable. The arbitrator shall have exclusive authority to resolve questions regarding the scope, enforceability, or interpretation of this arbitration clause. * Class Action Waiver: ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR CANNOT CONSOLIDATE MULTIPLE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE ACTION. * Venue and Hearing: For U.S. and international residents, arbitration shall occur in the county of King County, Washington, USA. * Exceptions: Either party retains the right to bring an individual claim in small claims court or to seek emergency injunctive relief in a court of competent jurisdiction to protect against the actual or threatened infringement of intellectual property rights. * Opt-Out Window: You have the right to opt out of this arbitration provision within thirty (30) days of your first use of the Services by emailing written notice to legal@kohai.com with the subject line “Arbitration Opt-Out,” including your legal name and account email address.

16. Notice of Copyright Infringement (DMCA Policy) KOHAI respects intellectual property rights and adheres to the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe your copyrighted work has been infringed upon by materials hosted on the Services, send a written notice containing the following information to legal@KOHAI.com / copyright@KOHAI.com: 1. A physical or electronic signature of the copyright owner or authorized representative; 2. Identification of the copyrighted work claimed to have been infringed; 3. Specific identification of the material claimed to be infringing and its location on the Services (including URLs); 4. Your name, address, telephone number, and email address; 5. A statement affirming your good-faith belief that the disputed use is unauthorized by the copyright owner, its agent, or the law; and 6. A statement made under penalty of perjury that the information in the notification is accurate and that you are authorized to act on behalf of the owner.

17. Governing Law and Jurisdiction These Terms and all disputes arising out of or related to your access to or use of the Services shall be governed by and construed under the laws of the State of Washington, United States, without regard to conflict-of-law principles. Subject to the mandatory arbitration provisions above, you and KOHAI submit to the personal and exclusive jurisdiction of the state and federal courts located in King County, Washington, United States of America for the adjudication of any legal proceeding.

18. General Legal Provisions * Modifications: KOHAI reserves the right to modify these Terms at any time. When updates occur, we will update the “Last updated and effective” date at the top of this document. Continued use of the Services after revision postings constitutes acceptance of the modified Terms. * Severability: If any provision of these Terms is deemed unlawful, void, or unenforceable by an arbitrator or court, that specific provision shall be severed, and the remaining provisions shall remain fully valid and enforceable. * Assignment: You may not assign or transfer your rights or obligations under these Terms without KOHAI’s prior written consent. KOHAI may freely assign its rights and obligations under these Terms. * Entire Agreement: These Terms, together with the Privacy Policy and any applicable Additional Terms, constitute the entire agreement between you and KOHAI regarding your access to and use of the Services.

19. Contact Us If you have questions, concerns, or notices regarding these Terms, contact us at: Customer Support: support@kohai.com Privacy Matters: privacy@kohai.com Legal Inquiries: legal@kohai.com