a. Minimum Age

If you are an individual, you must be at least Eighteen (18) years old or the minimum age required to have the legal capacity to enter into legally binding contracts independently, whichever is higher. You represent and warrant that you meet this age requirement upon using the Services.

b. Lux Account

To access certain features of the Services, you may be required to create a Lux Account (the “Account”) and provide accurate, current, and complete information for registration. You are responsible for ensuring that all Account information remains accurate and up to date.

You may also log in to your Account via authorized Third-Party Services (defined in Section 7), in which case you authorize us to access and use the limited account information that such Third-Party Service makes available to us under its applicable terms and privacy settings. We will only access, store or use such third-party account information as necessary to authenticate your identity, operate the Services, or communicate with you regarding your Account or Services.

We may use the Account information you provide, including your contact information, to send operational notices, administrative messages and other communications to your use of the Services. You acknowledge that certain communications are necessary for the functioning of the Services and may not be opted out of unless you deactivate your Account.

c. Account Credentials

You may not share your Account login information, Lux API keys, or any other Account credentials with any third party, nor make your Account available to others. You are responsible for all activity occurring under your Account, and you agree to notify us immediately if you become aware of any unauthorized access to your Account by sending an email to contact@agiopen.org.

d. Business Domains

If you create an Account using Third-Party Services, we receive certain basic information from that service, which may include your name, profile image, and email address, in accordance with the authorization you grant to such service.

At present, Lux provides only individual developer accounts and does not offer enterprise accounts, organizational dashboards, or administrator-level access or controls. Accordingly, no third party or organization will have administrative rights to monitor, manage or access your Account or User Content (defined in Section 3.a) based solely on your use of an email address associated with an employer or organization.

e. Evaluation Services

In some cases, we may permit you to evaluate the Services for a limited time or with limited functionality. Use of the Services for evaluation purposes is for your personal, non-commercial use only, and may be terminated by us at any time without notice. We make no warranties about the Services when used for evaluation purposes, and your use of the Services for such purposes is at your own risk.

a. Use License

Subject to your complete and ongoing compliance with this Agreement and all Related Agreements, we hereby grant you a non-exclusive, non-transferable, non-sub-licensable, revocable, worldwide right (the “Right”) to access and use the Services. You may use the Services only in accordance with this Agreement, all applicable laws, and other applicable Related Agreements. For business users, this Right is limited to internal business purposes and the integration of the Services into your own applications or services for your authorized end users, in each case in accordance with this Agreement and your applicable plan; for evaluation users, it is limited to personal, non-commercial use (as set forth in Section 1.e). You may not permit the Services to be used by or for the benefit of unauthorized third parties. All rights not expressly granted to you are reserved by us and our licensors.

b. Prohibited Uses

As a condition of use, you agree not to use the Services for any purposes that are prohibited by this Agreement or by applicable law and regulations, and any other documentation, guidelines or policies we make available to you. You shall not, directly or indirectly, cause or enable any third party to

• Reverse engineer, decompile, disassemble, or access the Services in order to build a competitive product or service, or a product using similar features, functions, or graphics of the Services;
• License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services themselves or any substantial part thereof, except as expressly permitted for your Right under your applicable plan;
• Copy any features, functions, or graphics of the Services for the purpose of creating or offering a competing or substituted product or service, provided that this does not restrict your permitted Right under your applicable plan;
• Use the Services in a manner that violates any applicable laws, regulations, or third-party terms to which you are bound;
• Interfere with the operation of the Services, circumvent any access restrictions, conduct any security or vulnerability test of the Services, or exceed any usage or operational limits of the Services;
• Transmit any viruses, malware, or other harmful materials to the Services;
• Deploy or automate harmful agents, perform credential harvesting, unauthorized surveillance, or other dangerous activities using the Services;
• Use the Services to provide legal, medical, or financial advice;
• Scrape, crawl, or otherwise harvest data from the Services without prior written consent from us;
• Share your Account credentials or API keys with any third party; 
• Export or provide access to the Services into any U.S. embargoed country or to anyone on:
• i.   The U.S. Treasury Department’s list of Specially Designated Nationals;
• ii. Any other restricted party lists identified by the Office of Foreign Asset Control;
• iii. The U.S. Department of Commerce’s Denied Persons List or Entity List;
• Any other applicable restricted party lists.
• Input, transmit, or otherwise provide to the Services any personal data, sensitive information or confidential or proprietary information of you and any third party, including trade secrets, Protected Health Information (defined in Section 3.g) or other information subject to confidentiality, privacy, or non-disclosure obligations, unless you have obtained all necessary rights, consents and authorizations to do so;
• You are solely responsible for all access to and use of the Services by you and by any third party who accesses or uses the Services through your account, credentials, systems, networks, devices or facilities. You must ensure that no such access or use constitutes a prohibited use.
• You represent and warrant that you, and anyone accessing or using the Services on your behalf or using your Account credentials, are not such persons or entities and are not located in any such country.
• Any prohibited use or breach of your acknowledgement, representation or warranties herein constitutes a material breach of this Agreement. To the fullest extent permitted by applicable law: (i) we disclaim all responsibility and liability for any loss, damage, claim or expense arising from or relating to any prohibited use; and (ii) you shall indemnify, defend and hold us harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any prohibited use or any breach of this Agreement by you or by any such third party.
  
  

Open AGI may, in its sole discretion, suspend or terminate your access to the Services immediately upon any prohibited use, in addition to any other remedies available under this Agreement.

c. Ownership and Intellectual Property

As between you and us, we own all right, title, and interest in and to the Services, including the visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), software, services, tools, documentation, methods, workflows and all other elements of the Services, and all intellectual property rights therein, except for any third-party materials incorporated therein, which are owned by their respective rights holders. This Agreement does not grant you any right, title, or interest in or to the Services except for the limited right of access and use expressly set forth in Section 2.a, whether by implication, estoppel or otherwise.

Names, logos, and marks of third parties displayed through the Services are the property of their respective owners and do not imply any affiliation with or endorsement by us.

The Services may incorporate or rely on intellectual property owned by third parties, including open-source software. Such third-party intellectual property is provided to you subject to their terms of use, and you shall be responsible for reading and understanding those terms. You agree to comply with all applicable third-party terms. We are not responsible for any third-party intellectual property and disclaims all liability arising from or relating to your use of such third-party materials or your failure to comply with any third-party terms.

d. User Systems

You are solely responsible for providing and maintaining any hardware, software, other technology, and infrastructure that you require to access and use the Services. We will have no liability for your inability to use the Services as a result of any issues with your internal systems. If you instruct or permit the Services to interact with any platforms or technology owned by a third party, you represent and warrant that you have the right to authorize such interactions, and you hereby authorize such interactions.

Certain features of the Service may require access to your local device environment, including but not limited to browser extensions, desktop applications, or other locally-installed software (the “Local Access Features”). By enabling any Local Access Feature, you

• Grant Company permission to access and operate within your local environment, including utilizing your existing login sessions, authentication tokens, cookies, and network connection;
• Acknowledge that actions executed through Local Access Features may be attributed to you by third-party services and that you are solely responsible for compliance with such third parties’ terms of service;
• Accept that Company is not liable for any consequences arising from third-party services detecting, restricting, or terminating your access due to automated operations conducted through Local Access Features; and
• Understand that you may disable Local Access Features at any time, but doing so may limit the functionality of the Service.

e. Feedback

If you provide feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant us an unrestricted, perpetual, irrevocable, sub-licensable, non-exclusive, fully paid, royalty-free right and license to use, modify, and incorporate such Feedback into the Services or other products, without any obligation or payment to you.

a. Definitions

• “Inputs”: Content, data, or instructions, commands, prompts, screenshots, files, developer content, or other materials you submit to, upload to, or transmit through the Services, or that you allow the Services to access in connection with your use of the Services, in any format.
• “Outputs”: Any responses, results, actions, decisions, instructions, recommendations, or other forms of content or behavior generated by the Services based on your Inputs, including any automated operations or actions performed on your devices, systems, or accounts at your direction. Outputs do not constitute independent decisions, advice or determinations by us.
• “User Content”: Collectively, Inputs and Outputs. For clarity, User Content does not include our models, algorithms, software, or other proprietary technology, nor does it include aggregated, anonymized, or de-identified usage or operational data generated by us for service operation, security, or improvement purposes.

b. Reliance on Outputs

Artificial intelligence, including computer-use models, is frontier technology that is still improving in accuracy, reliability, and safety. When you use our Services, you acknowledge and agree that

• Outputs are solely based on your Inputs, and we have no control over or responsibility for any such Inputs. Accordingly, all Outputs are provided “as is” and “as available” and may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity;
• You should not rely on any Outputs without independently confirming their accuracy;
• The Services and any Outputs may not reflect correct, current, or complete information;
• Outputs may contain content that is inconsistent with our views.
  
  

It is your responsibility to evaluate whether Outputs are appropriate for your use case, including where human review is appropriate, before using or sharing Outputs. You acknowledge, and must notify your users (if applicable), that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information. You assume responsibility for any decisions, actions or omissions based on Outputs, and we are not responsible for any misunderstandings or inaccuracies caused by such Outputs.

c. Rights to User Content

As between you and us, and to the extent permitted by applicable law, you represent and guarantee that you retain any right, title, and interest that you have in the Inputs you submit. Subject to your compliance with this Agreement and applicable law, the Outputs are provided to you under a license to use, reproduce, display, modify, and distribute it.

You represent and warrant that

• You have all necessary rights, licenses, and consents to provide the Inputs and to permit us to process the Inputs under this Agreement, including to integrate with Third-Party services and to share User Content with others at your direction;
• Your submission of Inputs does not violate this Agreement, our Privacy Policy, any applicable laws or regulations, or any third-party terms applicable to those Inputs.
  
  

You also grant us a limited license to process User Content as necessary to provide and maintain the Services, including for safety, security, fraud prevention, and debugging purposes. As part of such processing, you authorize us to capture and store visual screen states (e.g., screenshots) solely to enable you to access and review your own action/task history for user-experience purposes. Any such recorded data is accessible only to you, and no one other than you (including our personnel) has access to such recorded data except as necessary to provide support at your request or to comply with applicable law.

d. Training on User Content

We will not use User Content for model training unless you have expressly opted in to such training through the designated settings or configuration interface within the applicable Lux product. Any such opt-in must be made affirmatively and may be revoked by you at any time through the same interface.

However, we may process User Content, including prompts and related interaction data solely for the purpose of providing, maintaining, securing and improving the Services otherwise, including error detection, abuse prevention, capacity planning, quality assurance, learning usage patterns for optimizations, analytics and to develop other products or services, provided that such use does not involve training or fine-tuning underlying machine learning or AI models on identifiable or attributable User Content.

e. AI Actions and Responsibility

You acknowledge and agree that the Services may take actions in response to your Inputs (“AI Actions”). You are solely responsible for verifying, supervising all AI Actions and for any consequences arising from such actions. We are not responsible for assessing whether any AI Action taken is inconsistent with your desire and intent and bear no liability if an AI Action does not reflect your intent. We are not your legal agent or representative and do not owe you any fiduciary duties.

The Services may experience interruptions, delays, capacity constraints, maintenance windows, failures, or errors. We make no guarantee regarding the availability, performance, or reliability of the Services, including without limitation: (i) uptime or continuous access; (ii) response times or latency; (iii) uninterrupted access to any models, features, or integrations; or (iv) compatibility with any devices, operating systems, networks, or browsers.

You may not request or cause the Services to take any AI Actions that you yourself are not legally permitted to undertake or cause to occur. Additionally, you further agree that you will not use the Services for activities in any context where use, failure or malfunction of the Services could reasonably be expected to lead to death, personal injury, or environmental damage, including without limitation life-support systems, emergency response operations, nuclear facilities, autonomous vehicle control, or air traffic management. You acknowledge that the Services are not intended to meet any legal obligations for these uses and that we have no liability for the use of the Services for these activities.

f. Platform Ownership

1. Creation and Operation of Platforms
   The Services may allow you to create, customize, publish, host, and operate public-facing websites or other online applications on the custom domain connected to the Services (collectively, “Platform,” and each, a “Platform”). You may act as the owner and/or operator of a Space (the “Platform Owner”). Only one person may act as the Platform Owner, typically the registered User.
   
   
2. Role of Us
   When you create and/or operate a Platform and act as a Platform Owner, you understand and agree that
• We act solely as a platform service provider and are not the operator of any Platform nor the publisher of any content, data, or materials uploaded, posted, or displayed on your Platform (the “Platform Content”).
• you, as the Platform Owner, are the independent provider and controller of the Platform and all content therein.
• you are solely responsible for your Platform, your Platform Content, and all commercial or non-commercial activities conducted through the Space.
• We are not a party to your relationship with the end users of your Platform (the “Platform End Users”) and bears no responsibility toward them.
  
  
3. Responsibility of Platform Owners
   You, as the Platform Owner, are solely responsible for
   
   
• Compliance with Laws and Standards: ensuring that your Platform and your Platform Content comply with all applicable laws, regulations, and industry standards in every jurisdiction in which you operate the Platform or where your Platform End Users reside, including but not limited to laws relating to e-commerce, consumer protection, marketing, data protection, and accessibility;
  
  
• Protection of Third - Party Rights: ensuring that your Platform Content does not infringe any third-party rights, including intellectual property rights and privacy rights;
  
  
• Provision of Policies to Platform End Users: providing your Platform End Users with your Platform’s own privacy policies, cookie policies, terms of use, refund policies, and any other necessary disclosures governing interactions between your Platform and your Platform End Users;
  
  
• User Support and Dispute Handling: handling all inquiries, complaints, disputes, and support requests from your Platform End Users relating to your Platform;
  
  
• Payment Processing and Merchant Responsibilities: managing payment processing, refunds, and fraud prevention if your Platform integrates payment functionality. You acknowledge and agree that for any transactions involving payments on your Platform, you are the merchant of record. We are not the seller or merchant of record and are not responsible for your products, services, or any aspect of transactions conducted with your Platform End Users.
  
  

To the fullest extent permitted by applicable law, we shall have no liability arising from or relating to any Platform, any Platform Content, or any interactions between you and any Platform End User. This includes, without limitation, any losses, damages, claims, or expenses resulting from the creation, operation, display, failure, modification, or unavailability of any Platform Content.

g. HIPAA; Protected Health Information

The Services are not intended to process, store or transmit “Protected Health Information” as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (the “HIPAA”), unless expressly agreed otherwise in writing.

If you are a “Covered Entity” or “Business Associate” (as such terms are defined under HIPAA) and you intend to submit, upload, transmit or otherwise make available any PHI to us in connection with your use of the Services, you must first enter into a separate, written Business Associate Agreement (the “BAA”) with us. You may not provide any PHI to the Services unless and until such BAA is fully executed and in effect.

h. Order of Precedence for Regulated Data Agreements

If we and you have entered into a separate BAA, Zero Data Retention Agreement (the “ZDR”), or other data protection, compliance, or regulated-data agreement, and there is any conflict or inconsistency between such agreement and these Terms, the terms of the applicable BAA, ZDR, or other agreement shall prevail solely with respect to the subject matter governed by such agreement.

a. Suspension

1. General Suspension and Service Modifications
   Unless otherwise agreed in a separate agreement, we reserve the right to modify, suspend, or discontinue the Services, or your access to the Services, in whole or in part, at any time. We will provide advance notice where reasonably practicable, but may act without notice in circumstances requiring immediate action, including preventing abuse, complying with applicable law or addressing security, operability or technical issues. We will not be liable for any modification, suspension, discontinuation or any resulting unavailability of the Services.
   
   
2. Suspension for Cause
   Without limiting the foregoing Section 5.a.i, we may suspend your access to any portion or all of the Services immediately if
• Your use of the Services poses or is reasonably likely to pose, a security risk;
• Your use may violate this Agreement, any Related Agreement, or applicable law;
• Your use may adversely affect the Services, our systems or infrastructure, or any third party; or
• You are otherwise in breach of this Agreement.
  
  

We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur because of a Service suspension.

b. Termination

1. Termination by Either Party
   Either party may terminate this Agreement upon written notice if
• the other party is in material breach of this Agreement and fails to cure such breach within Thirty (30) days after receiving written notice describing the breach in reasonable detail; or
• the other party ceases business operations or becomes subject to insolvency or similar proceedings.
  
  

The breaching party shall reply to the notice within Seven (7) days upon receipt to confirm the nature of the breach. If such material breach is not capable of cure, the non-breaching party may terminate this Agreement immediately upon the further written notice.

2. Termination by Us
   We may also terminate this Agreement immediately if 
• we are required to do so in order to comply with applicable law or regulation; or
• the circumstances giving rise to a suspension under Section 5.a constitute a material breach of this Agreement

c. Effect of Termination

Upon any termination or during any suspension:

• Access Rights: your right to access or use the Services will immediately cease, and you will no longer have access to any User Content stored or maintained within the Services;
• Outstanding Fees: any fees and other amounts payable by you for Services rendered up to the effective date of termination or suspension will become immediately due and payable;
• Cessation of Rights: all licenses and rights granted by one party to the other under this Agreement will cease immediately except to the extent that such rights are expressly stated in this Agreement to survive termination.

d. Survival

Upon termination of this Agreement, the following provisions shall survive and remain in full force and effect: Ownership and Intellectual Property (Section 2.c), and Responsibility (Section 3.e), Service Fee (Section 4, with respect to amounts accrued or payable prior to termination), Confidentiality (Section 6), Disclaimer of Warranties (Section 9), Limitations of Liability (Section 10), Indemnification (Section 11), Disputes Resolution (Section 12.n) .

a. Definition.
“Confidential Information” means any non-public information disclosed by us to you or that you otherwise obtain through your access to or use of the Services, whether oral, visual, written, electronic, or in any other form, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, information relating to the Services and AI Actions, product plans and roadmaps, technical know-how, business or marketing plans, pricing and discounting, security measures, and any other proprietary or sensitive information.

b. Obligations.
You will (i) use Confidential Information solely as necessary to access and use the Services in accordance with this Agreement, (ii) not disclose Confidential Information to any third party except to your employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information using no less than a reasonable standard of care.

c. Exclusions.
Confidential Information does not include information that you can demonstrate by competent evidence: (i) is or becomes generally available to the public through no breach of this Agreement by you; (ii) was lawfully known to you prior to disclosure by Lux without an obligation of confidentiality; (iii) is lawfully disclosed to you by a third party without restriction on disclosure; or (iv) is independently developed by you without use of or reference to Lux’s Confidential Information.

d. Compelled Disclosure.
If you are required by law, regulation, or court order to disclose any Confidential Information, you will (to the extent legally permitted) provide us with prompt written notice and reasonably cooperate with us, at our expense, in seeking a protective order or other appropriate remedy. You may disclose only the portion of Confidential Information that you are legally required to disclose.

e. Duration; Remedies.
Your confidentiality obligations under this Section will continue during the term of this Agreement and for Five (5) years thereafter. You acknowledge that any breach of this Section may cause us irreparable harm for which monetary damages may be an insufficient remedy, and we may seek injunctive or other equitable relief, in addition to any other remedies available at law.

a. Indemnification by User

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless us, our affiliates, and their respective directors, officers, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, actions, suits, regulatory investigations or proceedings (the “Claims”), and any related losses, damages, liabilities, penalties, costs, or any other expenses including reasonable attorneys’ fees (collectively, the “Indemnification”) arising out of or relating to

• Your use of the Services (including any Third-Party Services), including (i) any AI Actions taken at your direction, through your Account, (ii) any automated default, or workflow-based actions executed by the Services based on your configurations, Inputs or integrations, and (iii) any failure by you to implement or maintain reasonable security access controls, or safeguards for your Account or use of the Services;
• Your User Content or Space Content, including its collection, processing, storage, publication or distribution;
• Your breach of this Agreement, any Related Agreements or any prohibited use requirements;
• Your violation of applicable laws or regulations, including privacy, data protection consumer protection, export control or IP laws; 
• Your or your authorized third-party users’ reliance on, publication of, distribution of, or use of Outputs or AI Actions, including any claims that such Outputs or AI Action are inaccurate, infringing, harmful, misleading or unlawful.

b. Exclusions

Your indemnification obligations under this Section do not apply to the extent a Claim arises solely from our gross negligence, willful misconduct, or violation of applicable law.

c. Indemnification Procedure

We will (i) promptly notify you in writing of any Claim for which an Indemnified Party seeks indemnification (provided that a failure to provide prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced by such failure), (ii) permit you to control the defense and settlement of the Claim, and (iii) reasonably cooperate with you, at your expense, in the defense of the Claim. 

You may not settle any Claim without our prior written consent if the settlement (i) imposes any non-monetary obligation on any Indemnified Party, (ii) does not include a full release of the Indemnified Parties or (iii) admits fault or wrongdoing on behalf of any Indemnified Party. Our consent shall not be unreasonably withheld.

d. Our Participation

We may participate in the defense of any Claim with counsel of its own choosing at its own expense. If you fail to timely assume or diligently conduct the defense of a Claim, we may assume control of the defense (including settlement) at your expense, without limiting your indemnification obligations.

e. No Limitation on Indemnification Obligations

User’s indemnification obligations under this Section 11 are not subject to any limitation of liability set forth in this Agreement.

a. Notices

All notices, demands, waivers, and other communications under this Agreement (the “Notices”) must be in writing. Any Notices provided under this Agreement may be delivered electronically to the email address provided to us if to you; and to contact@agiopen.org if to us. A Notice is effective only:

• Upon receipt by the receiving party; and
• If the party giving the Notice has complied with all requirements of this Section.

b. Electronic Communications

You agree to receive electronic communications from us based on your use of the Services and related to this Agreement. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services, or posted on Lux’s website. We may also provide electronic communications via text message about your use of the Services or as you otherwise request from us.

c. Changes to This Agreement

We may update this Agreement at any time, to be effective Fourteen (14) days after the updates are posted by us or otherwise notified by us, except that updates made in response to changes to law or regulation take effect immediately upon posting or notice. Changes will not apply retroactively.

Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the updated Terms. If you do not accept the updated Terms, you must stop using our Services.

d. Assignment and Delegation

Except as expressly permitted in this Section, you may not assign, transfer or delegate your rights or obligations under this Agreement, whether voluntarily, by operation of law, or otherwise, without the other party’s prior written consent. Any attempted assignment, transfer or delegation by you without such consent is void and has no effect.

We may assign or transfer this Agreement, in whole or in part, without your consent (i) to an affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, change of control, or other similar transaction. We may also delegate performance of its obligations to affiliates or sub-contractors, provided that we remain responsible for their performance.

Subject to the foregoing, this Agreement is binding upon and will insure to the benefit of the parties and their respective permitted successors and assigns.

e. Severability

If a provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify this Agreement to reflect the parties’ original intent as closely as possible.

f. Interpretation

Document and section titles are provided for convenience only and will not be interpreted. The phrases “for example” or “including” or “or” are not limiting.

Unless expressly stated otherwise, words in the singular shall be interpreted to include the plural, and words in the plural shall be interpreted to include the singular. The use of the singular form in any provision does not limit that provision to a single instance, person, or item where the context indicates or permits a broader interpretation.

g. Entire Agreement

This Agreement and the Related Agreements constitute the entire agreement between you and us regarding the subject matter hereof, superseding all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, between the parties relating to such subject matter.

h. No Waiver

Any delay or failure on the part of OpenAGI to enforce a provision of this Agreement is not a waiver of our right to enforce such provision later. No single or partial exercise of any right or remedy by us will preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.

i. Legal Compliance

We may comply with governmental, court, and law enforcement requests or requirements relating to the provision or use of the Services, or to information provided to or collected under this Agreement. We reserve the right, at our sole discretion, to report information from or about you, including but not limited to Inputs or Outputs, to law enforcement.

j. U.S. Government Use

The Services and all related software and documentation were developed solely at private expense and constitute “commercial computer software” and “commercial computer software documentation” within the meaning of the applicable Federal Acquisition Regulations (the “FAR”) and their agency supplements, including the Departments of Defense Federal Acquisition Regulation Supplement (the “DFARS”). Accordingly, the U.S. Government shall acquire and use the Services only with those rights granted to all other end users of the Services pursuant to this Agreement, in accordance with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable. No other rights are granted or implied.

k. Force Majeure

Neither party will be liable for failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, wars, strikes, riots, pandemics, government actions, or failures of telecommunications or internet services.

l. Equitable Relief

The parties agree that any breach of this Agreement (including any violations of use restrictions, confidentiality obligations or other provisions that protect either party’s intellectual property or proprietary rights) may cause irreparable harm to the non-breaching party. Accordingly, the non-breaching party is entitled to seek immediate equitable relief (including injunctive relief) to enjoin such breach, in addition to any other remedies available at law or in equity.

m. Governing Law and Jurisdiction

This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of California, United States of America, without giving effect to conflict of law principles. You and OpenAGI agree that any disputes arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in San Francisco County, California, and you and OpenAGI submit to the personal and exclusive jurisdiction of those courts.

n. Disputes Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (the “Dispute”), the parties shall first attempt in good faith to resolve the matter informally. The party initiating the Dispute (the “Claimant”) must provide written notice to the other party (the “Respondent”) in accordance with Section 12.a describing the nature and basis of the Dispute and the relief sought. The Respondent shall provide a written response to such notice within Fifteen (15) days after receiving such notice. If the parties have not resolved the Dispute within Forty-Five (45) days of delivery of the Claimant’s initial Dispute notice, either party may seek to resolve the Dispute through the courts specified in Section 12.m.