Terms of Service

These Terms of Service (this “Agreement” or “Terms”) constitute a legally binding contract between OpenSiteAI LLC, a limited liability company (“OpenSiteAI,” “we,” “us,” or “our”), and the individual or legal entity (“Client,” “you,” or “your”) accessing or using our websites, services, hosting, dashboards, automations, or any related deliverables (collectively, the “Services”).

By accessing the OpenSiteAI website, requesting a quote, engaging us for a project, or otherwise using the Services, you represent that you are at least 18 years of age, have the authority to bind yourself or the entity you represent, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated by reference. If you do not agree, you may not use the Services.

PLEASE READ SECTION 18 (DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER) CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH OPENSITEAI THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

1. Definitions

In this Agreement, capitalized terms have the meanings set out below, unless context requires otherwise:

“Acceptable Use Policy” or “AUP” means the rules of conduct set out in Section 9 of this Agreement and any updates published by OpenSiteAI.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Client Content” means all text, images, video, audio, code, data, files, copy, brand assets, logos, and other materials supplied by Client (or on Client’s behalf) for use in connection with the Services.

“Deliverables” means the website code, dashboard, automation, integration, documentation, or other output produced by OpenSiteAI specifically for Client under a Statement of Work or order.

“Hosting Services” means managed website hosting, domain management, infrastructure, and ongoing technical operations provided by OpenSiteAI to Client.

“OpenSiteAI Materials” means any code, frameworks, libraries, design systems, templates, components, automation modules, AI prompts and configurations, internal tooling, and other intellectual property created, owned, or licensed by OpenSiteAI prior to or independently of any Statement of Work, including improvements thereto.

“Statement of Work” or “SOW” means a written proposal, scope document, order form, or signed engagement that describes the specific Services, Deliverables, fees, and timelines for a project.

“Subscription Services” means recurring Services (such as Hosting Services, ongoing AI services, automation maintenance, or support plans) billed on a monthly or annual basis.

“Third-Party Services” means services, APIs, plugins, software, hosting providers, payment processors (including Stripe), AI model providers, analytics tools, email senders, or other third-party products integrated into or relied upon by the Services.

2. Scope of Services

OpenSiteAI offers a range of services to small and medium-sized businesses, which may include any combination of the following, as further detailed in an applicable SOW or order:

• Custom website design, development, and deployment, including landing pages, marketing sites, e-commerce stores, and content-managed sites.
• Stripe (and other payment processor) integration, checkout flows, subscription billing, customer portals, and related commerce features.
• Private admin dashboards, customer-management interfaces, internal tools, and reporting.
• Managed Hosting Services, domain registration and management, TLS/SSL certificate provisioning, and ongoing infrastructure operations.
• AI-powered tools including chat assistants, automated email or messaging workflows, document generators, and other AI-driven features built on third-party large language models or APIs.
• Custom automations and integrations with third-party software (e.g., calendar systems, CRMs, accounting software, scheduling tools, inventory systems).
• Ongoing maintenance, support, security patches, and feature work under separately scoped retainers or support plans.

The specific Services to be performed under any given engagement, including scope, deliverables, milestones, acceptance criteria (if any), pricing, and timelines, will be set out in a written SOW signed or otherwise accepted by both parties (including via email confirmation or electronic acceptance). In the event of a conflict between this Agreement and an SOW, the SOW controls with respect to the project scope and pricing, but this Agreement controls as to all other matters unless the SOW expressly states otherwise.

3. Client Responsibilities

Client is responsible for the following, and OpenSiteAI’s ability to perform the Services depends on Client meeting these responsibilities:

3.1 Content and Inputs

Client will provide all Client Content, brand assets, copy, product information, and access credentials reasonably required by OpenSiteAI in a timely manner. Delays in providing materials may extend timelines and may, at OpenSiteAI’s reasonable discretion, result in additional fees. Client warrants that it owns or has all necessary rights to use the Client Content, and that the Client Content does not infringe any third-party intellectual property, privacy, or other rights.

3.2 Access and Cooperation

Client will provide OpenSiteAI with reasonable access to accounts, systems, and personnel necessary to perform the Services, including but not limited to domain registrars, payment processors, analytics platforms, email providers, social media accounts, and existing hosting environments.

3.3 Decision-Making

Client will designate a primary point of contact authorized to approve scope, deliverables, designs, and changes. OpenSiteAI may rely on the instructions and approvals of that contact. Client is responsible for internal coordination and obtaining any approvals required from its own stakeholders.

3.4 Lawful Use

Client will use the Services in compliance with all applicable laws, including without limitation laws relating to consumer protection, advertising, intellectual property, privacy, data protection, anti-spam (including the CAN-SPAM Act, CASL, and the GDPR), export controls, and sanctions. Client is solely responsible for ensuring that its business, products, and content are lawful in every jurisdiction in which Client offers them.

3.5 Backups and Account Security

Client is responsible for maintaining independent backups of any data Client wishes to preserve, except to the extent expressly included in a Hosting Services or backup plan purchased from OpenSiteAI. Client is responsible for the confidentiality of its account credentials and for all activity that occurs under its accounts.

4. Statements of Work; Change Orders

4.1 Fixed-Scope Engagements

Most OpenSiteAI engagements are sold on a fixed-scope basis, meaning the SOW defines the work to be performed and the price to be paid. Fixed-scope engagements are not hourly contracts; OpenSiteAI is paid for delivering the agreed Deliverables, not for time spent.

4.2 Out-of-Scope Work

Any work requested by Client that is not expressly included in the SOW (including additional pages, additional revisions beyond those specified, new features, design directions changed after sign-off, third-party integrations not listed, or migration of additional content) is considered out-of-scope. OpenSiteAI will provide a written change order describing the additional work, fees, and any timeline impact. Out-of-scope work will not commence until the change order is accepted in writing (including by email).

4.3 Revisions

Unless otherwise stated in the SOW, fixed-scope engagements include up to two (2) rounds of consolidated revisions on design and content. Additional rounds will be billed at OpenSiteAI’s then-current hourly rate or as set out in a change order.

4.4 Acceptance

Unless an SOW specifies a different acceptance procedure, a Deliverable is deemed accepted by Client upon the earlier of: (a) Client’s written or electronic confirmation; (b) Client’s use of the Deliverable in production or for any commercial purpose; or (c) seven (7) calendar days after delivery without written objection from Client identifying material non-conformance with the SOW. Cosmetic preferences, requests for new features, or other matters outside the SOW are not grounds for rejection.

5. Fees, Payment, and Auto-Renewal

5.1 Fees

Client will pay all fees set out in the applicable SOW, order, or pricing page. All amounts are in U.S. Dollars unless expressly stated otherwise.

5.2 Project Fees

For project-based engagements, unless otherwise stated in the SOW, OpenSiteAI requires fifty percent (50%) of the project fee to be paid upon SOW acceptance to commence work, with the remaining fifty percent (50%) due upon completion and prior to launch, deployment, or transfer of source code or live site to Client.

5.3 Subscription Fees and Auto-Renewal

Subscription Services (including Hosting Services and any recurring AI, automation, or support plans) are billed in advance on a monthly or annual basis, as specified in the order.

SUBSCRIPTIONS AUTOMATICALLY RENEW AT THE END OF EACH TERM (MONTHLY OR ANNUAL, AS APPLICABLE) AT THE THEN-CURRENT RENEWAL RATE, UNLESS CLIENT CANCELS BEFORE THE RENEWAL DATE. BY PROVIDING A PAYMENT METHOD, CLIENT AUTHORIZES OPENSITEAI AND ITS PAYMENT PROCESSORS TO CHARGE THAT PAYMENT METHOD ON A RECURRING BASIS FOR ALL SUBSCRIPTION FEES (PLUS APPLICABLE TAXES) UNTIL CANCELLATION.

Client may cancel auto-renewal at any time by emailing consult@opensiteai.com or through any in-product cancellation flow OpenSiteAI may provide. Cancellation is effective at the end of the then-current paid term. Client will retain access through that date.

5.4 Price Changes

OpenSiteAI may change Subscription Service pricing at any time, but price changes for existing subscriptions will not take effect until the next renewal period and will be communicated with at least thirty (30) days’ advance notice by email or in-product notice.

5.5 Taxes

All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, excise, and withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases, excluding only Taxes based on OpenSiteAI’s net income.

5.6 Late Payments; Suspension

Invoices are due upon receipt unless otherwise specified. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. OpenSiteAI may suspend any or all Services for non-payment after providing at least seven (7) days’ written notice (which may be by email). Suspension does not relieve Client of its payment obligations. Client will reimburse OpenSiteAI for all reasonable costs of collection, including reasonable attorneys’ fees.

5.7 Third-Party Pass-Through Costs

Certain Services rely on Third-Party Services that carry their own fees, including but not limited to: domain registration and renewal fees; SSL/TLS certificate fees; payment processor fees (e.g., Stripe transaction fees); AI model usage and API fees; SMS or email delivery fees; third-party software licenses; and any costs imposed by Client’s chosen integrations. Unless an SOW expressly states otherwise, such fees are pass-through, are not included in OpenSiteAI’s fees, and are Client’s sole responsibility. OpenSiteAI may invoice Client for these amounts as incurred or require Client to maintain its own accounts with such providers.

5.8 Refunds

Except as expressly stated in this Section 5.8 or as required by non-waivable applicable law, all fees are non-refundable.

• New Subscription Money-Back: For new monthly or annual subscriptions to standard Hosting Services or website subscription plans, Client may request a full refund of the subscription fee paid within thirty (30) days of initial purchase, provided Client has not materially breached this Agreement.
• Project Fees: Project fees are earned as work is performed and are not refundable except as required by applicable law. If Client cancels a project after work has commenced, Client is responsible for paying for all work performed and all third-party costs incurred up to the date of cancellation.
• Non-Refundable Items: The following are non-refundable under all circumstances: (i) domain registrations and renewals; (ii) SSL/TLS certificates; (iii) third-party software, plugins, themes, AI API usage, or other pass-through items; (iv) setup, migration, or onboarding fees; (v) custom development, design, automation, or consulting work already performed; (vi) renewal charges for any subscription period that has already commenced; (vii) accounts terminated for breach of this Agreement; and (viii) any charges paid by wire transfer or cryptocurrency.

5.9 Disputes and Chargebacks

Client must contact consult@opensiteai.com to dispute any charge in good faith within sixty (60) days of the charge date. After that period, Client waives any right to dispute the charge. Initiating a chargeback or payment dispute without first attempting to resolve the issue with OpenSiteAI is a material breach of this Agreement. If a chargeback is later resolved in OpenSiteAI’s favor, or if Client wrongfully initiated it, OpenSiteAI may (a) charge Client the disputed amount plus a $35 administrative fee and any chargeback fees imposed by the payment processor; (b) immediately suspend or terminate Services; and (c) refuse to provide future Services to Client.

6. Intellectual Property; Ownership

6.1 OpenSiteAI Materials

OpenSiteAI retains all right, title, and interest in and to the OpenSiteAI Materials, including all intellectual property rights therein. Nothing in this Agreement transfers ownership of OpenSiteAI Materials to Client. Subject to Client’s payment in full of all fees, OpenSiteAI grants Client a worldwide, non-exclusive, non-transferable (except in accordance with Section 21), royalty-free license to use, reproduce, and display the OpenSiteAI Materials solely as embedded in, and as required for Client’s normal use and operation of, the Deliverables.

6.2 Deliverables

Subject to Client’s payment in full of all fees and ongoing compliance with this Agreement, OpenSiteAI assigns to Client all right, title, and interest in and to the custom portions of the Deliverables created specifically for Client under the applicable SOW, excluding OpenSiteAI Materials and any Third-Party Services or open-source components, which remain owned by their respective licensors and are made available under their applicable license terms. For the avoidance of doubt, until full payment is received, OpenSiteAI retains all rights in the Deliverables, and Client has no right to use, deploy, copy, or modify them.

6.3 Client Content

As between the parties, Client owns all right, title, and interest in and to the Client Content. Client grants OpenSiteAI a worldwide, non-exclusive, royalty-free license to host, store, copy, reproduce, modify, display, perform, and transmit the Client Content solely as necessary to provide the Services and otherwise perform its obligations under this Agreement.

6.4 Portfolio and Marketing Rights

OpenSiteAI may, in its discretion, identify Client as a client of OpenSiteAI and use Client’s name, logo, and screenshots of the Deliverables in OpenSiteAI’s marketing materials, including its website, portfolio, social media, case studies, and proposals. Client may revoke this right at any time by emailing consult@opensiteai.com; revocation will apply prospectively only and will not require OpenSiteAI to remove materials already in printed form or distributed prior to the revocation.

6.5 Feedback

If Client provides any suggestions, comments, improvements, ideas, or other feedback regarding the Services (“Feedback”), OpenSiteAI may use such Feedback for any purpose without restriction or compensation. Client hereby assigns to OpenSiteAI all right, title, and interest in such Feedback, and waives any moral or similar rights in the Feedback to the extent permitted by law.

6.6 Reservation of Rights

Except for the limited licenses expressly granted in this Agreement, no rights are granted or implied, by estoppel or otherwise, to either party. OpenSiteAI expressly reserves the right to use general skills, knowledge, ideas, methods, techniques, and frameworks developed or learned in performing the Services for any purpose, including for the benefit of other clients, provided OpenSiteAI does not use or disclose any Client Confidential Information in doing so.

7. Hosting and Service Levels

7.1 Uptime Target

For paid production Hosting Services, OpenSiteAI maintains a 100% customer satisfaction rate focus measured through delivery quality, responsiveness, and client feedback.

7.2 Excluded Downtime

“Excluded Downtime” means any unavailability resulting from: (a) scheduled maintenance, communicated by email or status page at least seventy-two (72) hours in advance; (b) emergency maintenance reasonably required to protect security, performance, or integrity; (c) Client’s acts, omissions, configurations, custom code, or content; (d) Third-Party Services not under OpenSiteAI’s direct control (including DNS providers, CDNs, payment processors, AI providers, email senders, and external APIs); (e) denial-of-service or other security events targeting Client; (f) force majeure events under Section 19; (g) suspension under this Agreement; (h) periods during which Client is in material breach, including non-payment; and (i) trial, beta, or evaluation periods.

7.3 Service Credits

Client experience remains the primary benchmark for service quality, with a 100% customer satisfaction rate objective across all hosted and managed services.

7.4 Credit Request Procedure

To claim a credit, Client must submit a written request to consult@opensiteai.com within thirty (30) days after the end of the affected month, including the dates, times, and affected resources. OpenSiteAI’s monitoring records are the authoritative source for determining availability.

7.5 Support

Unless an SOW or support plan specifies otherwise, technical support for Hosting Services is provided by email at consult@opensiteai.com during U.S. business hours (Monday through Friday, 9:00 a.m. to 6:00 p.m. local time, excluding holidays). Response targets are: Severity 1 (production-down) — one (1) business hour; Severity 2 (degraded) — four (4) business hours; Severity 3 (general inquiry) — one (1) business day. Response times are targets, not guarantees.

8. AI Services, Automations, and Third-Party Dependencies

8.1 AI Outputs

Certain Services use artificial intelligence, large language models, and machine learning systems provided by OpenSiteAI or third parties to generate text, code, responses, drafts, suggestions, or other outputs (“AI Outputs”). AI Outputs are probabilistic, may contain errors, omissions, hallucinations, or biased or inappropriate content, and should not be relied upon as legal, medical, financial, tax, or other professional advice.

Client is solely responsible for: (a) reviewing AI Outputs before relying on them or making them visible to Client’s customers, employees, or other end users; (b) ensuring that AI Outputs are accurate, lawful, and appropriate for Client’s use case; and (c) obtaining any consents, notices, or disclosures required by law in connection with the use of AI in interactions with end users (e.g., disclosure that an end user is interacting with an AI assistant). OpenSiteAI makes no representation or warranty regarding the accuracy, completeness, fitness, or non-infringement of AI Outputs.

8.2 Use of Data with AI Providers

Inputs and outputs processed through third-party AI providers (e.g., OpenAI, Anthropic, Google, or others) are subject to the applicable terms and privacy policies of those providers. OpenSiteAI does not knowingly transmit Sensitive Personal Information (as defined in the Privacy Policy) to third-party AI providers without Client’s direction. Client is responsible for not submitting (and for instructing its end users not to submit) data to AI-powered features that Client is not permitted to share with such providers.

8.3 Automations

Automated workflows (including but not limited to email/SMS sequences, scheduled tasks, chat bots, webhook-driven processes, and AI-triggered actions) execute based on rules and inputs configured by or for Client. OpenSiteAI is not responsible for outcomes resulting from misconfiguration, erroneous inputs, third-party API failures or rate limits, or actions taken by Client’s end users. Client is solely responsible for monitoring its automations and for any messages, communications, transactions, or actions sent or executed by them.

8.4 Third-Party Services

The Services rely on Third-Party Services and may transmit data to or from such providers. OpenSiteAI does not control, and is not responsible for, any Third-Party Service, including without limitation Stripe (and other payment processors), domain registrars, hosting providers, AI providers, email and SMS gateways, analytics, CRMs, content management systems, and any plugins or integrations Client elects to use. Use of any Third-Party Service is subject to that provider’s own terms and policies. Client is responsible for compliance with those terms and for any fees they impose.

8.5 Payment Processing

Where the Services include Stripe or other payment processing functionality, all payment processing is performed by the relevant third-party processor, and Client agrees that OpenSiteAI is not a party to any payment transaction. Client must accept and comply with the relevant processor’s terms of service. OpenSiteAI does not store full card numbers and is not a “merchant of record” for Client’s sales. Client is solely responsible for: (a) any payment processor account, fees, chargebacks, refunds, or disputes; (b) PCI DSS obligations applicable to it; and (c) all sales tax, VAT, GST, or similar obligations arising from its transactions.

9. Acceptable Use Policy

Client will not, and will not permit any third party to, use the Services to:

• Violate any applicable law, regulation, court order, or third-party right, including intellectual property, privacy, publicity, contract, or consumer protection rights.
• Engage in fraud, money laundering, terrorism financing, sanctions evasion, or any other illegal activity, or use the Services in or for the benefit of any jurisdiction subject to comprehensive U.S. sanctions.
• Promote, facilitate, or engage in violence, threats, harassment, stalking, doxxing, hate speech, or discrimination based on race, ethnicity, national origin, religion, disability, gender, sexual orientation, age, or veteran status.
• Exploit, harm, sexualize, or attempt to exploit or harm minors, or distribute child sexual abuse material (CSAM). OpenSiteAI will report any suspected CSAM to the National Center for Missing & Exploited Children (NCMEC) and applicable law enforcement.
• Distribute or facilitate the distribution of controlled substances, weapons, ammunition, or other illegal goods or services, or operate any business requiring specialized regulatory licensing that Client does not hold.
• Operate adult or sexually explicit services, gambling, binary options, cryptocurrency exchanges, multi-level marketing schemes, payday lending, or other high-risk financial or regulated services, except under a separate written agreement.
• Transmit unsolicited bulk messages, spam, phishing, chain letters, or pyramid schemes, or violate the CAN-SPAM Act, CASL, GDPR consent requirements, or any other anti-spam law; use email lists Client does not have a lawful basis to contact; or send messages without legally valid opt-in.
• Distribute or upload malware, viruses, ransomware, worms, spyware, trojans, or any other malicious code; operate botnets, command-and-control infrastructure, open mail relays, anonymizing proxies, or open recursive DNS servers.
• Attempt unauthorized access to any portion of the Services, related systems, networks, or accounts; probe, scan, test, or circumvent any authentication, rate limit, or security measure; or conduct denial-of-service or other security attacks.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any non-Client portion of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction.
• Consume excessive resources in a manner that materially degrades performance for other customers, or use the Services for cryptocurrency mining, distributed computing, or similar resource-intensive activities without prior written approval.
• Use AI features to (a) generate or disseminate misleading or fraudulent content, including impersonating real people without authorization; (b) make automated decisions producing legal or similarly significant effects on individuals without appropriate human review and notice; or (c) generate content prohibited by the applicable AI provider’s policies.
• Use the Services to develop, train, fine-tune, or evaluate any competing product or service, or to benchmark or replicate OpenSiteAI Materials.

OpenSiteAI may investigate suspected violations, including by reviewing account activity and content to the extent permitted by law, and may, in its sole discretion: (i) issue warnings; (ii) remove or disable access to violating content; (iii) suspend or terminate accounts or Services; (iv) report violations to law enforcement; and (v) take any other action it deems appropriate. Suspension or termination for violation of this Section 9 does not entitle Client to any refund.

10. Client Content and User-Generated Content

10.1 Client Responsibility

Client is solely responsible for the Client Content and for any content uploaded, posted, or transmitted by its end users through the Deliverables (“User Content”). OpenSiteAI does not pre-screen, edit, or endorse User Content and is not responsible for it. Client is responsible for moderating its own platforms, complying with all applicable content laws (including DMCA, NetzDG, the UK Online Safety Act, and the EU Digital Services Act, where applicable), and providing appropriate notice-and-takedown procedures to end users.

10.2 DMCA

OpenSiteAI respects intellectual property rights. Notices of alleged copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512, may be sent to OpenSiteAI’s designated agent at consult@opensiteai.com. Notices must include the information required by the DMCA, including a description of the work, identification of the allegedly infringing material and its location, contact information, a good-faith statement, and a statement under penalty of perjury that the complainant is authorized to act on the rights owner’s behalf. OpenSiteAI may, in its discretion, forward DMCA notices to Client and may remove or disable access to material claimed to be infringing pending resolution.

10.3 Removal Right

OpenSiteAI reserves the right (but does not assume the obligation) to remove or refuse to host any Client Content or User Content that, in its reasonable judgment, violates this Agreement, applicable law, the AUP, or the terms of any Third-Party Service.

11. Confidentiality

11.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”), whether orally, in writing, or by inspection, that is identified as confidential, marked confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, customer information, product roadmaps, source code, designs, technical information, and the terms of any SOW.

11.2 Obligations

Recipient will: (a) use the Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, agents, and Affiliates with a need to know who are bound by written confidentiality obligations no less protective than these.

11.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully in Recipient’s possession without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

11.4 Compelled Disclosure

Recipient may disclose Confidential Information if required by law, court order, or governmental authority, provided that Recipient gives Discloser prompt prior notice (where lawful) and reasonable cooperation to seek a protective order or other appropriate remedy.

12. Data Protection and Privacy

OpenSiteAI’s collection and processing of personal information in connection with the Services is described in the OpenSiteAI Privacy Policy, which is incorporated into this Agreement by reference.

Where OpenSiteAI processes personal data of Client’s end users on Client’s behalf, OpenSiteAI acts as a “processor” (or “service provider” under CCPA/CPRA) and Client acts as “controller” (or “business”). Upon Client’s written request, OpenSiteAI will execute its standard Data Processing Addendum, including, where applicable, EU Standard Contractual Clauses and the UK International Data Transfer Addendum, to govern such processing. OpenSiteAI does not sell or share personal information of Client’s end users for any purpose.

Client is solely responsible for: (a) determining the lawful basis for processing personal data of its end users; (b) providing required notices and obtaining required consents; (c) responding to data subject requests directed to Client (with reasonable assistance from OpenSiteAI under the DPA); and (d) the lawfulness of any data Client submits to or stores in the Services.

13. Warranties and Disclaimers

13.1 Mutual Warranties

Each party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) its execution and performance of this Agreement do not conflict with any other agreement; and (c) it will comply with all laws applicable to its performance under this Agreement.

13.2 OpenSiteAI Workmanship

OpenSiteAI warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Client’s sole and exclusive remedy, and OpenSiteAI’s sole and exclusive liability, for breach of this Section 13.2 is for OpenSiteAI to re-perform the affected Services, provided Client notifies OpenSiteAI in writing of the alleged breach within thirty (30) days of the Service in question.

13.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.2, THE SERVICES, DELIVERABLES, AI OUTPUTS, AND ANY MATERIALS, INFORMATION, AND THIRD-PARTY SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. OPENSITEAI EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OPENSITEAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR INCREASE IN BUSINESS, REVENUE, RANKINGS, OR CONVERSIONS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OPENSITEAI OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

14. Indemnification

14.1 By Client

Client will defend, indemnify, and hold harmless OpenSiteAI, its Affiliates, and their respective officers, directors, employees, contractors, and agents (collectively, the “OpenSiteAI Parties”) from and against any and all third-party claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any Client Content or User Content; (b) Client’s products, services, or business operations; (c) Client’s breach of this Agreement, the AUP, or applicable law; (d) Client’s violation of any third-party right, including intellectual property or privacy rights; (e) Client’s use of the Services in combination with software, services, or data not provided by OpenSiteAI; (f) Client’s acts or omissions related to its end users or its use of Third-Party Services; and (g) any tax obligations of Client.

14.2 By OpenSiteAI

OpenSiteAI will defend Client against any third-party claim alleging that the Deliverables (excluding Client Content, Third-Party Services, open-source components, and any modification or combination not made by OpenSiteAI) infringe a U.S. patent, copyright, or registered trademark of such third party, and will pay any damages and costs finally awarded by a court of competent jurisdiction (or amounts agreed in a written settlement signed by OpenSiteAI). If a Deliverable is or, in OpenSiteAI’s reasonable opinion, is likely to be subject to an infringement claim, OpenSiteAI may, at its option: (i) modify the Deliverable to be non-infringing while substantially preserving functionality; (ii) procure a license for Client to continue using it; or (iii) terminate the affected SOW and refund Client a pro-rata portion of any prepaid fees attributable to the affected Deliverable for the unused portion of the term. This Section 14.2 states OpenSiteAI’s sole obligation and Client’s exclusive remedy for any third-party intellectual property infringement claim.

14.3 Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control over the defense and settlement of the claim (provided that no settlement that imposes any liability or obligation on the indemnified party may be made without the indemnified party’s prior written consent, not to be unreasonably withheld); and (c) reasonably cooperate, at the indemnifying party’s expense.

15. Limitation of Liability

15.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST GOODWILL, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, FROM ALL CLAIMS, ACTIONS, AND THEORIES OF LIABILITY IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO OPENSITEAI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

15.3 Carve-Outs

The exclusions and limitations in this Section 15 do not apply to: (a) either party’s indemnification obligations under Section 14; (b) Client’s payment obligations; (c) breach of Section 11 (Confidentiality); (d) a party’s gross negligence, willful misconduct, or fraud; or (e) any liability that cannot be limited or excluded under applicable law.

15.4 Essential Basis

The parties acknowledge that the limitations of liability in this Section 15 are an essential basis of the bargain and reflect the allocation of risk between the parties. The fees charged by OpenSiteAI reflect this allocation. The limitations apply notwithstanding the failure of any limited or essential remedy.

16. Term and Termination

16.1 Term

This Agreement begins on the date Client first accepts these Terms (including by signing an SOW, submitting payment, or otherwise using the Services) and continues until terminated. Each SOW or Subscription Service has its own term as set out in the relevant order.

16.2 Termination for Convenience (Subscriptions)

Either party may terminate a Subscription Service for any reason at the end of the then-current billing term by providing notice prior to the renewal date in accordance with Section 5.3.

16.3 Termination for Cause

Either party may terminate this Agreement (or any SOW) immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice (or, for payment breaches, within seven (7) days); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy or similar proceeding filed by or against it that is not dismissed within sixty (60) days.

16.4 Suspension or Termination by OpenSiteAI

OpenSiteAI may suspend or terminate the Services or this Agreement immediately, without liability and without refund, if OpenSiteAI reasonably believes that Client: (a) is in material breach of Section 9 (AUP) or Section 10; (b) creates a security, legal, or reputational risk for OpenSiteAI; (c) has provided false or fraudulent information; (d) has failed to pay undisputed amounts when due; or (e) has initiated a chargeback in violation of Section 5.9. OpenSiteAI may also terminate the Services if a Third-Party Service required to provide them becomes unavailable on commercially reasonable terms.

16.5 Effect of Termination

Upon termination or expiration: (a) all rights and licenses granted to Client (other than those expressly stated to survive) terminate; (b) Client will pay all amounts accrued through the effective date of termination; (c) OpenSiteAI may, in its discretion, delete Client Content stored in the Services thirty (30) days after termination unless retention is required by law or Client has executed a paid retention plan; and (d) each party will promptly return or destroy the other’s Confidential Information in its possession, except as needed for archival, backup, or legal-compliance purposes. Sections that by their nature should survive termination will survive (including Sections 1, 5–6, 11–15, 17–22).

17. Modifications

OpenSiteAI may modify this Agreement from time to time. If OpenSiteAI makes material changes, it will provide Client with at least thirty (30) days’ advance notice by email to the address on file or by prominent notice in the Services. Continued use of the Services after the effective date of the modified Terms constitutes acceptance of the modifications. If Client does not agree to the modifications, Client may terminate the affected Subscription Services as of the effective date of the modification by following the cancellation procedure in Section 5.3, in which case Client’s sole remedy is termination and a pro-rata refund of any prepaid fees attributable to the unused portion of the then-current term. Non-material changes (such as clarifications, formatting, contact details, or changes that benefit Client) may take effect immediately.

18. Dispute Resolution; Binding Arbitration; Class Waiver

This Section 18 affects Client’s legal rights. Please read it carefully.

18.1 Informal Resolution

Before filing any claim, each party will attempt in good faith to resolve any dispute informally. The complaining party will send a written notice describing the dispute and the relief sought to consult@opensiteai.com (for OpenSiteAI) or to the contact on file (for Client). The parties will then attempt to resolve the dispute through good-faith discussions for at least thirty (30) days. If the dispute is not resolved within that period, either party may proceed to arbitration.

18.2 Binding Arbitration

Except for the Excluded Claims described in Section 18.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, if applicable, its Consumer Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat and place of arbitration will be Delaware, USA, unless the parties agree otherwise; however, if Client is an individual consumer, the arbitration may be conducted in the U.S. county in which Client resides or by telephone or videoconference at Client’s election. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class Action Waiver

THE PARTIES AGREE THAT ALL DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE CLIENTS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS PROCEEDING. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

18.4 Excluded Claims

Notwithstanding Section 18.2, either party may bring (a) an individual action in small-claims court for any claim within that court’s jurisdiction; and (b) an action in any court of competent jurisdiction solely for injunctive or other equitable relief to protect intellectual property rights, Confidential Information, or the integrity of the Services.

18.5 Opt-Out

Client may opt out of the arbitration and class-waiver provisions of this Section 18 by sending a written notice to consult@opensiteai.com within thirty (30) days of first accepting these Terms. The notice must include Client’s full name, address, email associated with the account, and a clear statement that Client wishes to opt out of arbitration. Opting out will not affect any other provision of this Agreement.

18.6 Governing Law

This Agreement is governed by the laws of the State of Delaware, U.S.A., excluding its conflict-of-laws principles and the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 18.2 and 18.4, the state and federal courts located in Delaware will have exclusive jurisdiction over any matter not subject to arbitration.

19. Force Majeure

Neither party will be liable for any failure or delay in performance (except for payment obligations) caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, pandemic or epidemic, labor disputes, governmental actions, internet or telecommunications failures, power outages, cyberattacks, or failures of Third-Party Services. The affected party will use reasonable efforts to mitigate the effect of the force majeure event. If the event continues for more than thirty (30) days, either party may terminate the affected SOW or Subscription Service by written notice.

20. Export Control and Sanctions

Client represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S., EU, UK, or UN sanctions, and is not identified on any restricted-party list maintained by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce, or other applicable governmental authority. Client will not use the Services in violation of any export control or economic sanctions laws. Client will not export, re-export, or transfer the Services or any related technical information in violation of such laws.

21. Assignment

Client may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without OpenSiteAI’s prior written consent, except that Client may assign this Agreement in its entirety to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that Client gives OpenSiteAI written notice and the successor is not a competitor of OpenSiteAI and assumes all of Client’s obligations under this Agreement. OpenSiteAI may assign this Agreement freely, in whole or in part, to any Affiliate or successor. Any prohibited assignment is null and void.

22. Miscellaneous

22.1 Entire Agreement

This Agreement, together with the Privacy Policy, any applicable SOW or order form, and any policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any pre-printed terms on a Client purchase order are of no force or effect, even if signed by OpenSiteAI.

22.2 No Waiver

The failure of either party to enforce any provision of this Agreement is not a waiver of that provision or any future enforcement.

22.3 Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

22.4 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

22.5 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted assigns. There are no third-party beneficiaries.

22.6 Notices

Notices to OpenSiteAI must be sent to consult@opensiteai.com. Notices to Client may be sent by email to the address on file or by posting in the Services. Notices are deemed received upon delivery confirmation (for email) or 24 hours after posting (for in-product notices).

22.7 Government Use

The Services and Deliverables are “commercial items” as defined in 48 C.F.R. § 2.101, and government users acquire only the rights set forth in this Agreement.

22.8 Headings; Interpretation

Headings are for convenience only and do not affect interpretation. “Including” and similar terms mean “including, without limitation.” References to Sections and Schedules are to those in this Agreement.

22.9 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

Contact

Questions about this Agreement should be directed to:

Legal Department

Email: consult@opensiteai.com

Billing: consult@opensiteai.com

Support: consult@opensiteai.com

Website: https://opensiteai.com

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