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Terms of Service

Last modified: April 8, 2024

OpenAgents, Inc. (“OpenAgents,” “we,” “us,” or “our”) has made these Terms of Service available to explain the terms and conditions by which you may access and use (a) OpenAgents’ products and services, (b) https://openagents.com, and (‎c) other related products and services that link to these Terms of Service (collectively, the “Platform”). All access and use of the Platform is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, the “Terms of Service”). By accessing, browsing, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Platform.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. We will also notify you of any material changes, either through the user interface for the Platform, a pop-up notice, email, or through other reasonable means. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current version of these Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future version of these Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Platform.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At OpenAgents, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://openagents.com/privacy (the “Privacy Policy”). By using the Platform, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Platform, you will be subject to any additional terms applicable to such features that may be posted on or within the Platform from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Platform

OpenAgents Platform: OpenAgents hosts and maintains an online platform that allows developers, compute providers, data providers, and other contributors (each a “Contributor”) to make available and commercialize their AI-based agents, models, compute resources, and other assets and content (collectively, “Contributor Assets”) with third party customers and end users (each an “End User”). OpenAgents and the Platform acts only as an intermediary to facilitate – and not to direct or control – any relationships, communications, and transactions among the Contributors and End Users. Notwithstanding the foregoing, OpenAgents reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

License by Contributors: If you are a Contributor, by making your Contributor Assets available to End Users through the Platform, you hereby grant OpenAgents a nonexclusive, worldwide, royalty-free right and license to use, test, store, copy, translate, display, modify, distribute, promote, and otherwise make available your Contributor Asset(s) to End Users. In addition, with respect to each End User that has purchased a license to use your Contributor Asset(s), you hereby grant such End User (i) a non-exclusive, non-sublicensable, non-transferable right to access and use your Contributor Asset(s); and (ii) a non-exclusive, sublicensable, transferable, perpetual, irrevocable, royalty-free right to use, store, copy, display, distribute, prepare derivative works of and otherwise exploit all output generated from such End User’s use of your Contributor Asset. You otherwise retain ownership of your Contributor Assets.

Your Registration Obligations: You may be required to register with OpenAgents or provide information about yourself ( e.g., name and email address) in order to access and use certain features of the Platform. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Platform’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years old, you may not use the Platform, with or without registering.

Export Control: You may not access or use the Platform, except as authorized by U.S. law, the laws of the jurisdiction in which you accessed or used the Platform, as applicable, and any other applicable laws and regulations. In addition, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. Without limiting the foregoing, if you are located in Russia, Belarus, Syria, North Korea, Iran, Cuba, Iraq, Afghanistan, Venezuela, Sudan, South Sudan, Crimea region, Donetsk region, or Luhansk region, you may not use the Platform for any reason.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify OpenAgents of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. OpenAgents will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Platform: OpenAgents reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that OpenAgents will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

General Practices Regarding Use and Storage: You acknowledge that OpenAgents may establish general practices and limits concerning use of the Platform, including the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on OpenAgents’ or its third-party service providers’ servers on your behalf. You agree that OpenAgents has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Platform. You acknowledge that OpenAgents reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that OpenAgents reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

OpenAgents Open Source: In addition, the Platform may include software and other content that OpenAgents makes generally available under the terms of an open source license (“OpenAgents OSS”). Your use of any OpenAgents OSS shall be subject to the terms of the applicable license for such OpenAgents OSS.

Conditions of Access and Use

User Conduct: You are solely responsible for all software, models, content, data, information, graphics, messages, and other materials that you make through the Platform, whether to OpenAgents or another user, including as a Contributor Asset or data or information provided by an End User when using a Contributor Asset (collectively, “User Content”). The following are examples of the kinds of User Content that are illegal or prohibited by OpenAgents. OpenAgents reserves the right to investigate and take appropriate legal action against anyone who, in OpenAgents’ sole discretion, violates this provision, including removing the offending content from the Platform, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Platform to:

a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of OpenAgents, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose OpenAgents or its users to any harm or liability of any type;

b) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform;

c) violate any applicable local, state, national, or international law, or any regulations having the force of law;

d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e) solicit personal information from anyone under the age of 18;

f) harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

h) transmit any data or information considered to be sensitive or otherwise subject to specific protections under applicable laws beyond any requirements that apply to "personal information" or "personal data" generally, such as for illustrative purposes, information that is regulated by the Health Information Portability and Accountability Act, the Payment Card Industry Data Security Standard, the Gramm-Leach-Bliley Act, and other U.S. federal, state or foreign laws applying specific security standards;

i) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

j) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Platform;

k) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Platform Content (as defined below)) available on or through the Platform, including through the use of virtual private networks; or

l) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by OpenAgents from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Fees and Payment

Connecting Your Wallet: In order to engage in transactions on the Platform, you may be required to connect your digital wallet. Such digital wallets allow you to engage in transactions using the Bitcoin cryptocurrency on the Bitcoin Lightning Network or another cryptocurrency as supported and

allowed on the Platform. OpenAgents will not be liable for any loss or damage arising from your use of a digital wallet or cryptocurrency in a manner not supported or allowed on the Platform.

Noncustodial: The Platform may assist with the facilitation of transactions involving your cryptocurrency or digital assets (“ Digital Assets ”), but neither OpenAgents nor the Platform are custodians of any Digital Assets and that your use of the Platform does not give OpenAgents custody, possession, or control of any of your Digital Assets. You affirm that you are aware and acknowledge that OpenAgents is a non-custodial service provider.

Transactions Generally. In connection with the Platform, you may be able to make purchases using your Digital Assets. Any payments or financial transactions that you engage in via the Platform will be processed solely through our service providers. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Platform. We do not provide refunds for any purchases that you might make on or through the Platform.

Transaction Fees. Blockchain transactions may require the payment of a transaction fee (each, a “Transaction Fee ”). The Transaction Fees fund the network of computers that run the decentralized blockchain network. This means that you may need to pay a Transaction Fee for each transaction that you instigate via the Platform. Except as otherwise expressly set forth in these Terms of Service, you will be solely responsible to pay any Transaction Fee for any transaction that you initiate through the Platform.

Transactions Between Contributors and End Users. If as an End User you purchase a right to use a Contributor Asset through the Platform, you agree to pay the amounts displayed through the Platform. OpenAgents’ payment processor will facilitate transmission of the payment to the corresponding Contributors, less the OpenAgents Fee (as set forth below) and any other transaction fees. OpenAgents will be entitled to collect and deduct a transaction fee for transactions made through the Platform in the amounts displayed to you through the Platform (the “ OpenAgents Fee ”).

Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value- added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “ Taxes ”) associated with your use of the Platform. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Transaction Fees) made to us pursuant to these Terms of Service.

Intellectual Property Rights

Platform Content: You acknowledge and agree that the Platform may contain content or features (“ Platform Content ”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by OpenAgents, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Platform in accordance with these Terms of Service. Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The OpenAgents name and logos are trademarks and service marks of OpenAgents (collectively the “ OpenAgents Trademarks ”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to OpenAgents. Nothing in these

Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of OpenAgents Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of OpenAgents Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will OpenAgents be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that OpenAgents does not pre-screen content, but that OpenAgents and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, OpenAgents and its designees will have the right to remove any content that violates these Terms of Service or is deemed by OpenAgents, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. You acknowledge and agree that OpenAgents may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of OpenAgents, its users, or the public. You understand that the technical processing and transmission of the Platform, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Usage Data: You hereby authorize OpenAgents and its third-party service providers to collect and analyze User Content and other data and information relating to the Platform and related systems and technologies and derive statistical and usage data relating thereto (collectively, “ Usage Data ”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Platform (“ Submissions ”), provided by you to OpenAgents are non-confidential and OpenAgents will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

Copyright Complaints: OpenAgents respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify OpenAgents of your infringement claim in accordance with the procedure set forth below.

OpenAgents will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be mailed to OpenAgents (Subject line: “DMCA Takedown Request”) at 1101 W 34th St. #581, Austin, TX 78705.

To be effective, the notification must be in writing and contain the following information:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
  • identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
  • identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
  • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the United States District Court for the Western District of Texas and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, OpenAgents will send a copy of the counter-notice to the original complaining party informing them that OpenAgents may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against OpenAgents or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy : In accordance with the DMCA and other applicable law, OpenAgents has adopted a policy of terminating, in appropriate circumstances and at OpenAgents’ sole discretion, the accounts of users who are deemed to be repeat infringers. OpenAgents may also at its sole discretion limit access to the Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Platforms and Websites

The Platform may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “ Third-Party Platforms ”). Your access and use of the Third-Party Platforms may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Platforms on the websites or via the technology platforms of their respective providers. Some Third-Party Platforms will provide us with access to certain information that you have provided to third parties, including through such Third-Party Platforms, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Platforms and our use, storage and disclosure of information related to you and your use of such Third-Party Platforms within the Platform, please see our Privacy Policy. OpenAgents has no control over and is not responsible for such Third-Party Platforms, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Platforms, or on the privacy practices of Third-Party Platforms. We encourage you to review the privacy policies of the third parties providing Third-Party Platforms prior to using such services. You, and not OpenAgents, will be responsible for any and all costs and charges associated with your use of any Third-

Party Platforms. OpenAgents enables these Third-Party Platforms merely as a convenience and the integration or inclusion of such Third-Party Platforms does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Platform are between you and the third party. OpenAgents will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Platforms.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless OpenAgents, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “ OpenAgent Parties ”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Platform, any User Content (including your Contributor Assets), your connection to the Platform, your violation of these Terms of Service, or your violation of any rights of another. OpenAgents will provide notice to you of any such claim, suit, or proceeding. OpenAgents reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting OpenAgents’ defense of such matter. You may not settle or compromise any claim against the OpenAgent Parties without OpenAgents’ written consent.

Disclaimer of Warranties

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE OPENAGENT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE OPENAGENT PARTIES MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR- FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE OPENAGENT PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE OPENAGENT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (E) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL THE OPENAGENT PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID OPENAGENTS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF SERVICE,

YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and OpenAgents, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Platform, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and OpenAgents are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND OPENAGENTS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND OPENAGENTS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

OpenAgents is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer support at @OpenAgentsInc on X. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“ Notice ”). The Notice to OpenAgents should be sent to 1101 W 34th St. #581, Austin, TX 78705 (“ Notice Address ”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If OpenAgents and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or OpenAgents may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by OpenAgents or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or OpenAgents is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless OpenAgents and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, OpenAgents agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either OpenAgents or you under the AAA Rules, OpenAgents and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, OpenAgents will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, OpenAgents will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost- prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety

of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, OpenAgents agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform, you may reject any such change by sending OpenAgents written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that OpenAgents, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including for lack of use or if OpenAgents believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Platform, may be referred to appropriate law enforcement authorities. OpenAgents may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that OpenAgents may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that OpenAgents will not be liable to you or any third party for any termination of your access to the Platform.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Platform, and OpenAgents will have no liability or responsibility with respect thereto. OpenAgents reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and OpenAgents governing your access and use of the Platform, and supersede any prior agreements between you and OpenAgents with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use Third-Party Platforms, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Texas without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and OpenAgents submit to the personal and exclusive jurisdiction of the state and federal courts located within Austin, Texas. The failure of OpenAgents to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of OpenAgents, but OpenAgents may assign or

transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform. OpenAgents will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond OpenAgents’ reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at OpenAgents, Inc., 1101 W 34th St. #581, Austin, TX 78705

U.S. Government Restricted Rights

The Platform is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Platform by the U.S. government constitutes acknowledgement of our proprietary rights in the Platform.

Questions? Concerns? Suggestions?

Please contact us at @OpenAgentsInc on X to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Platform.