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Terms of Service

Effective date: November 24, 2025

PLEASE READ THESE ENTERPRISE CUSTOMER TERMS ("TERMS") CAREFULLY BEFORE USING THE PLATFORM AND THE SERVICES OFFERED BY OPENBB, INC. ("OPENBB"). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH OPENBB WHICH REFERENCE THESE TERMS (EACH, AN "ORDER FORM"), YOU ("CUSTOMER") AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA OPENBB'S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY OPENBB SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Order Forms: Access to the Service. Upon mutual execution, each applicable Order Form shall be incorporated into and form a part of the Agreement. Subject to Customer's compliance with the terms and conditions of this Agreement (including payment of the applicable fees and compliance with any limitations and restrictions set forth on the applicable Order Form), (i) OpenBB will provide to Customer the services as set forth in the Order Form (the "Services"), and (ii) conditioned on Customer's purchase of a Paid Service Tier (as defined below) and Customer's payment of the applicable fees, OpenBB hereby grants to Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to internally access and use the software platform and tools as set forth in the Order Form (the "Platform") during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, subject to the number of seats as set forth in the Order Form and only as provided herein and only in accordance with OpenBB's applicable official user documentation for such Service (the "Documentation").

2. Service Tiers. The Services may be provided in one of three tiers: (i) "Free Tier" (OpenBB-hosted, shared multi-tenant); (ii) "Cloud (Pro) Tier" (OpenBB-hosted, dedicated single-tenant for Customer); and (iii) "Enterprise (VPC/On-Prem) Tier" (Customer-hosted in Customer's VPC or datacenter) (each of the foregoing (i) through (iii), a "Service Tier", and (ii) and (iii) collectively, the "Paid Service Tiers")). The applicable Order Form specifies the Service Tier. No Order Form may specify whether Customer's use of the ODP (as defined in the Order Form) is covered under OpenBB's commercial license or under an open source license. OpenBB may in its sole discretion modify, enhance or otherwise update the Platform and/or these Service Tiers, provided that such changes do not materially limit or adversely affect the features, functionalities, and performance of the Platform provided to Customer hereunder. OpenBB will use reasonable efforts to give Customer prior written notice of any material modification.

3. Implementation. Upon payment of any applicable fees set forth in each Order Form, OpenBB agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form ("Implementation Assistance"). If OpenBB provides Implementation Assistance in excess of any agreed-upon hours estimate, or if OpenBB otherwise provides additional services beyond those agreed in an Order Form, Customer will pay OpenBB at its then-current hourly rates for consultation.

4. Support: Service Levels. If Customer has purchased any Paid Service Tier, subject to these Terms and Customer's payment of all applicable fees, OpenBB will provide support, maintenance, and uptime for the Platform in accordance with (i) the support package selected by Customer on the applicable Order Form (if any) and (ii) OpenBB's then-current standard Support and Availability Policy described in Exhibit A.

5. Service Updates. From time to time, OpenBB may provide upgrades, patches, enhancements, or fixes for the Platform to its customers generally without additional charge ("Updates"), and such Updates will become part of the Platform and subject to this Agreement; provided that OpenBB shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that OpenBB may make improvements and modifications to the Platform at any time in its sole discretion; provided that OpenBB shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

6. Ownership: Feedback. As between the parties, OpenBB retains all right, title, and interest in and to the Services, the Platform, and all related software, products, works, artificial intelligence or machine learning models ("AI Technologies") and other intellectual property and moral rights related thereto or created, used, or provided by OpenBB under this Agreement, including any copies and derivative works of the foregoing (collectively, "OpenBB Properties"). Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the OpenBB Properties and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to OpenBB with respect to the Service ("Feedback"). OpenBB acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to OpenBB a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

7. Customer Applications. "Customer Application" means the Customer's applications, products, or configurations that are developed by Customer from using the ODP and that integrate or otherwise interact with the Platform. As between Customer and OpenBB, Customer retains all of its rights, title, and interest (including all intellectual property rights) in and to the Customer Applications, and OpenBB claims no ownership of the Customer Applications. Customer assumes all risks associated with its Customer Application (including Customer Outputs used therein or therewith). For clarity, Customer Applications do not include (i) the OpenBB Properties, (ii) the ODP, any other OpenBB software, AI Technologies, or Documentation, or (iii) derivative works thereof created by or for OpenBB.

8. Customer Data.

  • (a) As part of the Platform, Customer, including a person or entity who access and use the Platform under Customer's account with OpenBB (an "Authorized User"), may (i) provide, submit, or input information, data and other content into the Platform in order to be processed by the Platform, including queries used to instruct the Platform ("Customer Inputs") and (ii) receive outputs generated and returned by the Platform in response to the Customer Input ("Customer Outputs"). For purposes of this Agreement, "Customer Data" shall mean the Customer Inputs and Customer Outputs. As between Customer and OpenBB, to the extent permitted by applicable laws, Customer shall retain its rights, title and interest in and to the Customer Data.

  • (b) OpenBB shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data in OpenBB's possession. Customer is solely responsible for the accuracy, completeness, quality and legality of the Customer Inputs (including complying with all applicable laws, rules or regulations and having all rights and permissions required to submit Customer Inputs to the Platform). Customer acknowledges that Customer Outputs are generated or derived from automated, computational, or other system-driven processes (including, without limitation, artificial intelligence, machine learning processes or data visualization) and may be inaccurate, incomplete, or outdated. OpenBB is not responsible for and does not guarantee the accuracy, completeness, timeliness, or reliability of any Customer Outputs, regardless of whether they are generated through artificial intelligence, analytics, charting, visualization, or any other feature of the Platform. Customer and Authorized Users are solely responsible for reviewing and verifying all Customer Outputs for appropriateness to Customer's intended use of the Services and use of the Services in their Customer Applications, as applicable.

  • (c) Unless Customer is utilizing the Enterprise (VPC/On-Prem) Tier, OpenBB's may access and process Customer Data only as necessary to perform the Services and other obligations under this Agreement or to generate aggregate, de-identified data which does not identify or be linked specifically to Customer or an Authorized User ("De-Identified Data"). Notwithstanding the foregoing, if Customer is utilizing the Enterprise (VPC/On-Prem) Tier, OpenBB shall not access Customer Data except as provided or specifically authorized by Customer. OpenBB will not use any Customer Data for model training or service improvement except as expressly permitted by this Agreement.

  • (d) To the extent that the Customer Data includes any personal information, OpenBB will(i) process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) not to sell or share such personal information for the purpose of cross-contextual behavioral advertising, or otherwise retain, use, or disclose such personal information for any commercial purpose other than as permitted in this Agreement, and (iii) not combine such personal information with other personal information from another source. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is ninety (90) days or more delinquent.

9. Usage Data. Except with respect to Customers utilizing the Enterprise (VPC/On-Prem) Tier, OpenBB may collect and use Usage Data as necessary to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, for identity verification purposes, or comply with OpenBB's legal obligations. OpenBB may also use Usage Data to optimize and improve the Platform and Services, provided that such Usage Data does not identify Customer or Authorized User. OpenBB will not attempt to re-identify de-identified such Usage Data and will apply appropriate technical and organizational controls to prevent such re-identification. For the purposes of this Agreement, "Usage Data" means backend usage data related to use of the Services including, without limitation, activity logs, event-based or sessional data for purposes of collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and similar data. Notwithstanding anything to the foregoing, OpenBB may only access Usage Data in connection with Customer's use of the Enterprise (VPC/On-Prem) Tier with Customer's express authorization.

10. Customer Responsibilities. Customer is solely responsible and liable for all uses of the Services, the Platform, and Customer Outputs, including all acts and omissions of Authorized Users and any person to whom Customer has directly or indirectly given user access. Customer shall bind all Authorized Users to this Agreement's provisions as applicable to such Authorized User's use of the Services and the Platform, and shall cause Authorized Users to comply with such provisions.

11. Additional Terms for Enterprise (VPC/On-Prem) Tier. If "Enterprise (VPC/On-Prem) Tier" is selected on the applicable Order Form, the Platform is deployed in Customer's own environment (the "Customer Environment"), and the following will apply:

  • (i) Scope of OpenBB Services. OpenBB will provide (A) Documentation, (B) container images and other release artifacts (e.g., manifests/Helm charts, sample configs) necessary to deploy the "OpenBB Workspace" software, and (C) updates, bug fixes, and security patches by way of updated images/releases during the Order Form Term. OpenBB does not host, operate, or directly manage the Customer Environment.

  • (ii) No Access/Control. OpenBB has no access to, and does not control, the Customer Environment or Customer Data, or any other data stored or processed in the Customer Environment except as authorized by Customer.

  • (iii) Customer Responsibilities. Customer is solely responsible for: (A) provisioning and maintaining all infrastructure, networks, operating systems, runtimes, and third-party services necessary or useful for the deployment of the Platform within the Customer Environment; (B) all installation, configuration, monitoring, scaling, and day-to-day operations of the deployment of the Platform within the Customer Environment; (C) the security of the Customer Environment (including identity and access management, key rotation, vulnerability management, network controls, and endpoint security) and any data (including Customer Data) stored and processed in the Cloud Environment; (D) backup/restore, availability, and disaster recovery configuration; (E) compliance with laws and third-party terms; and (F) creation, management, and security of all Customer credentials, software, and data.

  • (iv) Support. OpenBB will provide support in accordance with the support tier specified in the applicable Order Form/Support Policy. Application analytics/telemetry are disabled by default. Any Usage Data collection, if enabled by Customer, will be limited as set forth in Section 9. OpenBB makes no uptime/availability commitments for this Tier.

  • (v) Risk Allocation. OpenBB shall not be responsible for any loss, destruction, alteration, or unauthorized access to Customer Data occurring in the Customer Environment, except to the extent caused by OpenBB's gross negligence or willful misconduct. Customer expressly assumes the risks associated with operating the deployment in the Customer Environment.

  • (vi) Termination/Expiration. Upon termination or expiration of the applicable Order Form, Customer will cease use of the Platform and promptly remove/delete all OpenBB images, keys, and other OpenBB Properties from the Customer Environment, and, upon OpenBB's reasonable request, certify such deletion. For the avoidance of doubt, Customer retains its Customer Data.

12. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform, any OpenBB Properties, the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Platform, any OpenBB Properties, or the Service (for clarity, this restriction does not limit Customer's rights in Customer Data); (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform, any OpenBB Properties, or the Service; (iv) use the Platform, any OpenBB Properties, or the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Platform, any OpenBB Properties, or the Service or any portion thereof; (vi) use the Platform, any OpenBB Properties, or the Service to build an application or product that is competitive with any OpenBB product or service; (vii) interfere or attempt to interfere with the proper working of the Platform, any OpenBB Properties, or the Service; (viii) mine the Platform, any OpenBB Properties, the Service or any portion thereof to develop, train or improve any AI Technologies (as defined below); (ix) bypass any measures OpenBB may use to prevent or restrict access to the Platform, any OpenBB Properties, or the Service; (x) represent that any outputs were human-generated; (xi) use any automated or programmatic method to extract data or outputs from the Platform or to circumvent any limits on the outputs from the Platform, including scraping, web harvesting, or web data extraction; or (xii) represent, by any act or omission, that any results of the Platform, any OpenBB Properties, or the Services or such result's accuracy, quality, integrity, legality, reliability, appropriateness has been reviewed or approved by OpenBB in any manner. Customer is responsible for all of Customer's activity in connection with the Platform, any OpenBB Properties, and the Service, including but not limited to uploading Customer Data (as defined below) into the Service and using Customer Data in any way. Customer (a) shall use the Platform, any OpenBB Properties, and the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Platform, any OpenBB Properties, or the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.

13. Fees: Payment.

  • 13.1 Customer shall pay OpenBB fees as set forth in each Order Form ("Fees"). Unless otherwise specified herein or in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance at the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Service (excluding taxes based on OpenBB's net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) OpenBB shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at OpenBB's then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled "Term; Termination", below), such renewal shall include the additional fees for such excess users and usage.

  • 13.2 Records and Audit. Customer shall establish and maintain complete and accurate records related to the location, access and use of the Platform by Customer and its Authorized Users, and any such other information as reasonably necessary for OpenBB to verify compliance with the terms of this Agreement. With Customer's prior written approval, OpenBB or its representative may request such records, which shall not be unreasonably withheld, to confirm Customer's compliance with the terms of this Agreement. If an audit reveals that Customer (and/or any of its affiliates) has underpaid the Fees during the period audited, OpenBB will invoice Customer, and Customer will promptly pay OpenBB any underpaid Fees based on OpenBB's price list in effect at the time the audit is completed. If the excess usage exceeds ten percent (10%) of the usage reported by Customer, Customer will also pay OpenBB's reasonable costs of conducting the audit. This Section 13.2 will survive expiration or termination of this Agreement for a period of three (3) years.

14. Confidential Information. From time to time during the Term (as defined below), either party may disclose or make available to the other party nonpublic information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, "Confidential Information"). For the avoidance of doubt, OpenBB's Confidential Information, without limitation the Platform, the OpenBB Properties, the Services and any product roadmap information. Confidential Information does not include information that, at the time of disclosure is: (a) generally available to the public; (b) known to the receiving party at the time of disclosure without restriction; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party at no breach of any duty owed to the receiving party without access to or use of the Confidential Information. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to any person or entity, except to the receiving party's employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and (b) only use Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date such Confidential Information is first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.

15. Vendor Integrations. Customer acknowledges and agrees that (i) the Platform may integrate with, connect to, or otherwise use platforms, products or services operated or provided by third parties (e.g., other vendors of Customer) ("Vendor Integrations"), including via the use of application programming interfaces (APIs) and third-party artificial intelligence powered tools ("Third Party AI Technologies") provided by such Vendor Integrations, (ii) the availability and operation of the Platform or certain portions thereof may be dependent on OpenBB's ability to access such Vendor Integrations, and (iii) Customer's failure to provide adequate access or any retraction of permissions relating to such Vendor Integrations may result in a suspension or interruption of the Platform. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Vendor Integrations that it integrates with the Platform, and Customer shall indemnify, defend and hold harmless the OpenBB for all claims, damages and liabilities arising out of Customer's use of any Vendor Integrations in connection with or through the Platform. Customer is solely responsible for procuring any and all rights necessary for it to access Vendor Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions. OpenBB cannot and does not guarantee that the Platform shall incorporate (or continue to incorporate) any particular Vendor Integrations and does not make any representations or warranties with respect to Vendor Integrations.

16. Term: Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the "Order Form Term" shall begin as of the effective date set forth on such Order Form and (x) unless earlier terminated as set forth herein, (x) shall continue to the initial term specified on such Order Form (the "Order Form Initial Term"), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a "Order Form Renewal Term") unless either party notifies the other party of such party's intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, OpenBB may suspend or limit Customer's access to or use of the Platform and/or the Service if (i) Customer's account is more than sixty (60) days past due; or (ii) Customer's use of the Platform and/or the Service results (or is reasonably likely to result in) damage to or material degradation of the Platform and/or the Service which interferes with OpenBB's ability to provide access to the Platform and/or the Service to other customers; provided that in the case of subsection (ii): (a) OpenBB shall use reasonable good faith efforts to work with Customer to resolve or mitigate any damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, OpenBB shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) OpenBB may reinstate Customer's use of or access to the Platform and/or the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. OpenBB may immediately suspend access where necessary to address a material security risk, malware, or unlawful activity, and will restore access promptly once mitigated. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by OpenBB to Customer, including any assistance in exporting the Customer Data, shall be billable at OpenBB's standard rates then in effect.

17. Indemnification. Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of their respective employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all losses, liabilities, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim by such third party that (i) the Customer Data or Customer's use of the Platform and/or the Service (in the case of Customer as Indemnitor), or (ii) the Platform and/or the Service (in the case of OpenBB as Indemnitor), infringes, violates, or misappropriates any intellectual property or proprietary right of such third party; provided that the Indemnitee provides the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense). The foregoing obligations of OpenBB do not apply (i) arising from Customer Input or Customer Application; (ii) arising from any Third Party Services, or any portions or components of the Platform and/or the Services not created, provided, or authorized by OpenBB or modified by Customer or anyone other than OpenBB, or resulting in whole or in part in accordance with Customer requirements or instructions; (iii) if Customer interferes or fails to enable available filters and other tools, or disregards instructions made available for the Platform and/or the Services; (iv) if the use of the Platform and/or the Services breaches the Agreement and such breach causes the third party claim; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) with respect to portions or components of the Platform and/or the Services combined with other products, processes or materials where the alleged infringement is to the extent caused by such combination.

18. Disclaimer.

  • 18.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM, THE SERVICE, AND THE OPENBB PROPERTIES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PLATFORM OPERATES ON AI TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION, THIRD PARTY AI TECHNOLOGIES) AND OPENBB DOES NOT TEST, VERIFY, ENDORSE OR GUARANTEE THE PLATFORM OR ANY OUTPUT OR RESULT OF THE PLATFORM TO BE ACCURATE, COMPLETE OR CURRENT. OPENBB DOES NOT CONTROL OR INFLUENCE THE TRAINING OR HOSTING OF ANY SUCH THIRD PARTY AI TECHNOLOGIES. CUSTOMER SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL RESULTS FROM THE PLATFORM OR THE SERVICE AS TO APPROPRIATENESS FOR ANY OR ALL CUSTOMER USE CASES OR APPLICATIONS. RESULTS FROM THE PLATFORM OR THE SERVICE MAY NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR INFORMATION. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT APPLY TO ANY SOFTWARE, TECHNOLOGIES, SERVICES WHICH OPERATE ON, OR RESULT FROM, OPENBB'S AI TECHNOLOGIES OR THIRD PARTY AI TECHNOLOGIES.

  • 18.2 Similarity of Output. Customer acknowledges that due to the nature of the Platform and artificial intelligence generally, the Customer Outputs may not be unique and other customers may receive similar data or outputs from the Platform, and that nothing hereunder prevents or restricts OpenBB from developing and providing its products and services to other customers without use of any Customer Input.

  • 18.3 High-Risk Uses. Customer shall not engage in illegal, dangerous, or high-risk activities, or otherwise violate applicable laws or regulations in connection with the use of the Platform and/or Customer Outputs. Without limiting the foregoing, in the event Customer uses the Platform and/or the Customer Outputs to make automated decisions without human oversight that have a significant adverse impact on individual rights in high-risk areas such as employment, healthcare, finance, legal, housing, insurance or social benefits, such use shall be solely at Customer's own risks.

19. Limitation of Liability. EXCEPT FOR (A) PARTIES' INDEMNIFICATION OBLIGATIONS, (B) A PARTY'S BREACH OF CONFIDENTIAL INFORMATION, (C) CUSTOMER'S BREACH OF SECTIONS 12 (RESTRICTIONS) OR SECTION 18.3 (HIGH-RISK USES), OR (D) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO OPENBB HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

20. Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and OpenBB with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and OpenBB with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, this provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement, and (ii) OpenBB may utilize subcontractors in the performance of its obligations hereunder. Customer agrees that OpenBB may use Customer's name and logo for a factual customer listing. Any such publicity (including quotes or case studies) require prior written approval. Customer may opt out of logo use by written notice. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.

Exhibit A

OpenBB Support and Availability Policy

This Support and Availability Policy (the "Policy") sets forth the policies and procedures with respect to the Platform, products and/or services (the "Service") provided by OpenBB to a customer ("Customer") pursuant to the Agreement.

Summary:

As further described below, OpenBB will use commercially reasonable efforts to: (i) with respect to Cloud (Pro) Tier only, provide Customer with 99.5% availability to the Service (the "Service Availability") during normal business hours (Monday-Friday, 8:00am – 6:00pm Eastern Time); and (ii) provide standard support to Customer.

Availability:

Notwithstanding anything to the contrary, this Section ("Availability") only applies to the Service when offered at the Cloud (Pro) Tier.

If the Service becomes substantially unavailable to Customer due to defects with the Service, OpenBB will respond to Customer (i) within four (4) hours from receipt of Customer's notification to OpenBB of such unavailability, if during normal business hours (Monday-Friday, 8:00am – 6:00pm Eastern Time), or (ii) within four (4) hours of the start of the next business day, if outside of normal business hours. The Service Availability will be measured on an annual basis, with all hours weighted equally, but the Service Availability measurement will exclude reasonable scheduled downtime for system maintenance as well as any downtime or performance issues resulting from third party connections, services or utilities or other reason beyond OpenBB's control (including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving OpenBB employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within OpenBB's possession or reasonable control, and denial of service attacks). If the Service is unavailable to Customer due to defects with the Service beyond the Service Availability metric, then, as Customer's sole and exclusive remedy (and OpenBB's sole liability), OpenBB will provide Customer a credit for the subsequent Service billing cycle as follows:

AvailabilityCredit
97.5% – 99.5%5%
95% - 97.5%10%
< 95%20%

In order to receive downtime credit, Customer must notify OpenBB support within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. All credits provided hereunder are nonrefundable. If Customer elects not to renew the Agreement, such that the above credit cannot be applied, Customer will have the option to receive up to one free month of access to the Service as its sole remedy in lieu of such credit.

Support:

OpenBB will provide support to customer for defects with the Service in accordance with the Service Plan selected by Customer. Any technical support services are outside of the scope of this policy and must be separately agreed in writing by Customer and OpenBB. Customer may designate up to 1 support contacts ("Designated Support Contacts"), and all support requests must come through the Designated Support Contacts. Customer may update the Designated Support Contacts by providing notice to OpenBB.

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