Terms of Service

alphaXiv Inc., doing business as OpenResearch ("OpenResearch," "we," "us," or "our") provides our services (described below) and related content to you through our website located at https://openresearch.sh (the "Site") and related technologies (collectively, such Site, including any updated or new features, functionality and technology, the "Service"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we may post the changes on this page and may indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, as they contain an agreement to arbitrate and other important information regarding your legal rights, remedies, and obligations. The agreement to arbitrate requires (with limited exception) that you submit claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against OpenResearch on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis, and (3) you may not be able to have any claims you have against us resolved by a jury or in a court of law.

Your Privacy: For more information about our information practices, see our Privacy Policy (the "Privacy Policy"). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Access and Use of the Service

Service Description: OpenResearch combines local tools for running machine learning experiments with organization management and GPU-backed sandbox compute from third-party providers. The Service enables users to provision compute, synchronize access and configuration, and connect their local research workflows to those environments.

Your Registration Obligations: You may be required to register with OpenResearch or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration flow. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service.

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

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

General Practices Regarding Use: You acknowledge that OpenResearch may establish general practices and limits concerning use of the Service, including limits on concurrent compute usage and retention of account, billing, and operational metadata. You acknowledge that OpenResearch reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that OpenResearch reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, data, datasets, model weights, configuration, text, images, and other materials ("content") that you make available to OpenResearch, including by uploading, executing, or storing such content through the Service ("User Content"). OpenResearch reserves the right to investigate and take appropriate legal action against anyone who, in OpenResearch's sole discretion, violates this provision, including suspending or terminating the account of such violators and reporting the violator to law enforcement authorities. You agree not to use the Service to:

• (a) upload, execute, or store any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload or use under any law or under contractual or fiduciary relationships; (iii) contains malware, viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, except for the limited purposes of legitimate security research conducted within your own sandboxed compute environment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, invasive of another's privacy, or otherwise objectionable; or (vi) in the sole judgment of OpenResearch, is objectionable or which may expose OpenResearch, its third-party providers, or its users to any harm or liability of any type;
• (b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks or third-party compute providers connected to the Service;
• (c) violate any applicable local, state, national, or international law, or any regulations having the force of law, including U.S. export-control laws and sanctions;
• (d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• (e) use the Service to mine, generate, or transact in cryptocurrency or other digital assets in any form, which is strictly forbidden; or to run any other workload unrelated to machine learning experimentation, research, or development;
• (f) train, fine-tune, or run models intended to generate child sexual abuse material, non-consensual intimate imagery, or content that facilitates violence against identifiable persons;
• (g) attempt to escape, modify, or compromise the sandbox isolation provided by OpenResearch or its third-party compute providers;
• (h) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service, including by attempting to access other users' or organizations' accounts or compute environments;
• (i) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content available on or through the Service, including through the use of virtual private networks; or
• (j) engage in or use any data mining, scraping, or similar data gathering or extraction methods against the Service itself.

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

Competitors: No employee, independent contractor, agent, or affiliate of any competing entity is permitted to view, access, or use any portion of the Service without express written permission from OpenResearch. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of OpenResearch or any of its affiliates, or acting on behalf of a competitor of OpenResearch in using or accessing the Service.

Export Controls and Sanctions Representations: You represent and warrant that (a) you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine); (b) you are not identified on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") list of Specially Designated Nationals, the U.S. Commerce Department's Denied Persons List, Entity List, or Unverified List, or any equivalent list maintained by any other governmental authority; (c) you will not use the Service to support, directly or indirectly, any party so listed or any activity prohibited by U.S. export-control laws (including the Export Administration Regulations) or U.S., U.K., E.U., or U.N. sanctions; and (d) you will not transfer, re-export, or otherwise make available the Service, or any output of the Service, to any such party, country, or region. Breach of this representation is grounds for immediate termination of your account and any other remedy available to OpenResearch.

Third-Party Compute Providers

The Service provisions and operates compute resources (including GPU instances and sandboxed environments) through third-party infrastructure providers, including RunPod and other providers we may use from time to time. Your use of those compute resources, including any code or data you cause to be executed on them, is also subject to the terms of service, acceptable-use policies, and privacy policies of the underlying provider. By using the Service to provision or operate any third-party compute resource, you acknowledge and agree that you have read, understood, and agree to be bound by the then-current terms of service, acceptable-use policies, and privacy policies of each such underlying provider, including, where applicable, the RunPod Terms of Service and RunPod Privacy Policy. Your failure to comply with any underlying provider's terms is also a breach of these Terms of Service.

OpenResearch is not responsible for outages, data loss, performance, availability, or security failures of third-party compute providers. You are responsible for ensuring that your use of the Service through these providers is permitted by the laws and regulations applicable to you, including any export-control restrictions on the destinations where your workloads run.

Paid Services, Refunds, and Cancellations

Usage-Based Billing: OpenResearch offers compute and related Service usage on a metered, usage-based basis (collectively, "Paid Services"). By initiating any usage that incurs charges, including launching a GPU sandbox, you agree to pay the applicable fees as described in the Service at the time of use. All fees are stated in U.S. dollars and are exclusive of applicable taxes, which are your responsibility.

Metering and Invoicing: Usage is metered by OpenResearch based on the resources consumed by your account and organization, and is invoiced or charged through our third-party payment processor. By providing payment information, you authorize OpenResearch and its third-party payment processors to charge the payment method on file for accrued usage. You are responsible for maintaining accurate and up-to-date billing information; OpenResearch will not be liable for any payment failures due to expired or invalid payment information.

Disputed Charges: If you believe you were charged in error, please contact us at [email protected] within 30 days of the charge and we will review your request. OpenResearch reserves the right to issue refunds or credits at its sole discretion. Except where required by applicable law, usage-based fees for compute and similar resources that have already been consumed are non-refundable.

Cancellation: You may stop incurring further charges at any time by terminating active compute resources and ceasing further use of the Paid Services. You remain responsible for any usage already incurred prior to termination.

Price Changes: OpenResearch reserves the right to change the pricing for any Paid Service at any time, in its sole discretion. Your continued use of the Paid Service after the price change takes effect constitutes your agreement to pay the new price.

Free Credits and Trials: OpenResearch may from time to time offer free credits, trial allowances, or promotional usage. Such credits are non-transferable, may not be converted to cash, and may be revoked or expire in accordance with the terms of the relevant offer.

Intellectual Property Rights

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

Trademarks: The "OpenResearch" and "alphaXiv" names and logos are trademarks and service marks of alphaXiv Inc. (collectively the "OpenResearch Trademarks"). Other product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to OpenResearch. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the OpenResearch Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of the OpenResearch Trademarks will inure to our exclusive benefit.

User Content: As between you and OpenResearch, you retain all right, title, and interest in and to your User Content, including code, datasets, model weights, and experiment outputs you execute or generate on compute provisioned through the Service. You represent and warrant that you own or have the necessary rights, licenses, and consents to execute and otherwise use your User Content through the Service.

You hereby grant OpenResearch a non-exclusive, worldwide, royalty-free, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content, in any form, medium or technology now known or later developed, (a) in connection with the operation and provision of the Service, (b) to maintain backups, security, and integrity of the Service, (c) to develop, improve, and provide other OpenResearch offerings, and (d) as otherwise set forth in our Privacy Policy. We may also collect and analyze your User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, "Usage Data"), which we may use for any purpose in accordance with applicable law.

You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

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

You acknowledge and agree that OpenResearch may preserve User Content and may disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of OpenResearch, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks, third-party compute providers, or devices.

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

OpenResearch will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to OpenResearch's Copyright Agent at [email protected] (Subject line: "DMCA Takedown Request"). You may also contact the Copyright Agent by mail at 2261 Market Street STE 10889, San Francisco, CA 94114.

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

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

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

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

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

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

Third-Party Services and Websites

The Service relies on, links to, or otherwise makes available services, sites, technology, and resources that are provided or otherwise made available by third parties (the "Third-Party Services"), including third-party authentication providers, analytics providers, GPU and compute providers, payment processors, and email delivery providers. Additionally, you may enable or log in to the Service via various online Third-Party Services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. OpenResearch has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the policies of the third parties providing Third-Party Services prior to using such services. You, and not OpenResearch, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. OpenResearch enables these Third-Party Services as a necessary part of providing the Service, and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. OpenResearch will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

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

Disclaimer of Warranties

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

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

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE OPENRESEARCH PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE OPENRESEARCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) ACTIONS, OUTAGES, OR CONDUCT OF ANY THIRD-PARTY COMPUTE, STORAGE, OR OTHER SERVICE PROVIDER ON WHICH THE SERVICE RELIES; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE OPENRESEARCH PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS ($100) OR (ii) THE TOTAL AMOUNTS PAID BY YOU TO OPENRESEARCH FOR USE OF THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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

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

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

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

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

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

c. Pre-Arbitration Dispute Resolution

Before initiating arbitration, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to OpenResearch should be sent to 2261 Market Street STE 10889 San Francisco, CA 94114 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If OpenResearch and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or OpenResearch may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by OpenResearch or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or OpenResearch is entitled.

d. Arbitration Procedures

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

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

e. Costs of Arbitration

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

f. Confidentiality

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

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

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

i. Mass Filings

If 25 or more similar Notices of Dispute are filed by or with the coordination of the same law firm or coordinated group of claimants within a 60-day period, all such disputes will be treated as a "Mass Filing." The parties agree that Mass Filing claims will be arbitrated in staged batches of no more than 50 claimants at a time, with all other claims tolled pending resolution of each batch. After the first two batches, the parties will participate in a single mediation session before further batches proceed. Filing fees for Mass Filings will be governed by the AAA's Mass Arbitration Supplementary Rules, not the Consumer Arbitration Rules' fee schedule. If a court determines this Mass Filings provision is unenforceable as to any claimant, that claimant's claim will be severed and proceed individually under the remainder of this Arbitration Agreement.

Termination

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

Survival. The following sections will survive any termination or expiration of these Terms of Service: "Intellectual Property Rights" (including the license you grant in your User Content), "Indemnification," "Disclaimer of Warranties," "Limitation of Liability," "Dispute Resolution By Binding Arbitration," the one-year limitations period set forth in the "General" section, and any other provision that by its nature is intended to survive.

General

Independent Parties. Nothing in these Terms of Service creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and OpenResearch. Neither party has any authority to bind the other in any respect. OpenResearch's storage, processing, or handling of your User Content, credentials, or other information does not create any fiduciary duty owed by OpenResearch to you.

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and OpenResearch governing your access and use of the Service, and supersede any prior agreements between you and OpenResearch with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content, or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and OpenResearch submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of OpenResearch to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of OpenResearch, but OpenResearch may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. OpenResearch will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, third-party service provider outages, or any other circumstances or causes beyond OpenResearch's reasonable control.

U.S. Government Restricted Rights

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

Questions? Concerns? Suggestions?

Please contact us at [email protected] or by mail at 2261 Market Street STE 10889, San Francisco, CA 94114 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.