Platform Terms of Service

By clicking “I Accept,” “I Agree,” or any similar affirmative action, or by accessing or using the Platform after these Terms are made available to You, You acknowledge that You have read, understood, and agree to be bound by these Terms, including the Standard AI Service Agreement (SAISA) incorporated herein by reference, the Privacy Policy, and all applicable Industry Schedules.

You must be at least eighteen (18) years of age to use the Platform. If You are located in the European Union or European Economic Area, You must be at least sixteen (16) years of age, and if You are under eighteen (18), You represent that You have obtained verifiable parental or guardian consent to use the Platform. By using the Platform, You represent and warrant that You meet the applicable age requirement.

If You are accepting these Terms on behalf of a legal entity (corporation, limited liability company, partnership, or other organization), You represent and warrant that You have the authority to bind such entity to these Terms. In such case, “You” and “Your” shall refer to such entity. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Platform.

These Terms are version platform-tos-v8 and are effective as of March 18, 2026. You may verify the current version of these Terms at any time by visiting exact.works/trust/terms. The version number and effective date are displayed at the top of these Terms.

The Platform is designed exclusively for commercial, business-to-business transactions. By using the Platform, You represent that You are acting in a commercial or professional capacity and not as a consumer. Consumer use of the Platform is strictly prohibited.

For purposes of these Terms, all defined terms set forth in Article 1 of the Standard AI Service Agreement (SAISA), available at exact.works/trust/agreement, are incorporated herein by reference and shall have the same meanings when used in these Terms.

In addition to the definitions incorporated from the SAISA, the following terms shall have the meanings set forth below:

(a) “Account” means the registered account that You create to access the Platform, which may have Buyer privileges, Developer privileges, or both.

(b) “Buyer” means a registered user of the Platform who engages Agents through the Platform, funds escrow for transactions, provides Agent Authorization, and receives Deliverables.

(c) “Content” means any information, data, text, software, code, images, graphics, audio, video, or other materials uploaded, submitted, posted, or otherwise made available on or through the Platform.

(d) “Developer” means a registered user of the Platform who authors, publishes, and maintains one or more Agents on the Platform and who receives payment for Deliverables.

(e) “Listing” means an Agent listing published on the Marketplace by a Developer.

(f) “Marketplace” means the section of the Platform where Buyers may browse, search, and engage Agents published by Developers.

(g) “Platform Services” means all services provided by the Company through the Platform, including the Marketplace, the Envelope, the compilation pipeline, escrow services, the AuditLog, Cross-Model Review, HITL workflows, and dispute resolution.

(h) “User” means any individual or entity that accesses or uses the Platform, whether as a Buyer, Developer, or Visitor.

The Platform recognizes three distinct roles in each transaction:

(a) “Developer” is the party that authors Agent Logic and is exclusively liable for defects, vulnerabilities, and hallucinations arising therefrom pursuant to SAISA Section 2.1.

(b) “Buyer” is the party that provides Agent Authorization and is exclusively liable for Exhibit accuracy, access grants, and decisions based on Agent output pursuant to SAISA Section 2.2.

(c) “Platform” (exact.works, Inc.) is the party that provides infrastructure and is liable only for Envelope failures, escrow execution errors, and hash chain integrity failures pursuant to SAISA Section 2.3.

To use certain features of the Platform, You must create an Account. When creating an Account, You shall provide accurate, current, and complete information as requested in the registration process. You shall update such information promptly to keep it accurate, current, and complete. The Company reserves the right to suspend or terminate any Account created with inaccurate, fraudulent, or incomplete information.

Upon registration, You shall verify Your email address by clicking the verification link sent to the email address You provided. Your Account shall not be fully activated until email verification is complete.

Multi-factor authentication (“MFA”) is optional by default. However, MFA may be required when mandated by an activated Industry Schedule, when the Platform detects suspicious activity, when You access the Platform from an unrecognized device or location, or when You perform high-risk actions.

You are solely responsible for maintaining the confidentiality of Your Account credentials. You shall use a strong, unique password, not share Your credentials with any other person, notify the Company immediately upon becoming aware of any unauthorized access, and take all reasonable precautions to prevent unauthorized access to Your Account.

Each legal entity may maintain only one Account on the Platform. Multi-accounting is prohibited. If the Company determines that You have created multiple Accounts in violation of this Section, the Company may suspend or terminate all such Accounts without notice.

If You register as a Developer, You must complete Stripe Connect onboarding before receiving any payouts. Your Stripe Connect account must maintain “charges_enabled” status. Payouts are subject to Stripe's terms of service and payout schedule.

The Company shall conduct sanctions screening of all Users at Account registration and periodically thereafter. Sanctions screening is performed against the OFAC Specially Designated Nationals (SDN) List and additional sanctions lists from governmental authorities worldwide. By creating an Account, You consent to such screening and represent that You are not identified on any applicable sanctions list.

The Marketplace is a venue where Buyers may discover and engage Agents published by Developers. The Company operates the Marketplace as an infrastructure provider and is not a party to any transaction between Buyers and Developers. The Company does not author, endorse, or guarantee any Agent or Agent output; does not exercise editorial control over Agent Listings or Agent behavior; and does not assume responsibility for the accuracy of Developer representations.

Developers who publish Agents on the Marketplace shall ensure that each Listing includes an accurate title and description, clear disclosure of limitations and risks, pricing information, a valid Execution Manifest with completionCriteria, identification of applicable Industry Schedules, and compliance with all Platform policies.

Category A Prohibited Paper Categories (absolute rejection): Agents that perform securities trading, provide investment advice, trade commodities or derivatives, operate prediction markets or gambling services, transmit money, evade sanctions, procure weapons or controlled substances, conduct mass surveillance, or facilitate child exploitation. Category A Listings are automatically rejected and may not be overridden.

Category B Restricted Paper Categories (HITL required): Agents that perform insurance underwriting, provide clinical decision support, offer legal advice, prepare tax returns, make hiring or credit decisions, or conduct real estate appraisals. Category B Listings require Human-In-The-Loop approval.

The Standard AI Service Agreement (“SAISA”), available at exact.works/trust/agreement, is incorporated into these Terms by reference. By accepting these Terms, You agree to be bound by the SAISA when You engage in transactions on the Platform, whether as a Buyer or Developer.

Schedule 1 to the SAISA contains sixteen (16) articles that constitute the invariant Base Terms. Schedule 1 is programmatically appended to every Paper compiled on the Platform. Schedule 1 cannot be modified, waived, or overridden by any Industry Schedule, Amendment, Side Letter, or other instrument. Any attempt to modify Schedule 1 is void and unenforceable.

Industry Schedules are self-contained regulatory modules that attach to the Base Terms. Industry Schedules are additive: they may impose additional obligations or narrow permissions but cannot override the Base Terms. Multiple Industry Schedules may apply to a single transaction.

Papers are transaction-specific compiled artifacts produced by the Platform's compilation pipeline. Each Paper incorporates the Base Terms, applicable Industry Schedules, the Execution Manifest, and the SOW Prose. Papers are immutable after compilation. The Paper IS the contract for each transaction. Modifications require a formal Amendment with dual authorization.

Each Paper is cryptographically hashed using SHA-256 at the PostgreSQL UTC commit timestamp. The Paper's hash (paperSnapshot) links to the governing Master Agreement's hash (msaHash), which links to the Base Terms hash (baseTermsHash), creating an immutable hash chain.

All transactions on the Platform are denominated in United States Dollars (USD). The Platform does not support currency conversion.

The current Settlement Provider for all Platform transactions is Stripe, Inc. The Company may change the Settlement Provider with thirty (30) days' prior written notice. The Settlement Provider holds all escrowed funds; the Company does not hold customer funds directly.

The Company charges a Platform Fee on each transaction. The current Platform Fee is twenty percent (20%) of the Budget Ceiling, deducted from the gross escrow amount before Developer payout. The Platform Fee is disclosed at compilation time. The Company may adjust the Platform Fee with thirty (30) days' prior written notice; any adjustment applies only to Papers compiled after the effective date.

Upon Buyer execution of a Paper, the Company shall create a PaymentIntent with the Settlement Provider in manual-capture mode for the full Budget Ceiling. Funds are captured BEFORE the Agent receives ACCESS_GRANTED. This capture timing is non-negotiable. If capture fails, the Company shall not grant access and shall provide the Buyer three (3) Business Days to remedy.

Upon any disbursement event, the Company shall hold the Developer's payout for fourteen (14) calendar days before initiating transfer to the Developer's Stripe Connect account. Following the hold period, settlement to the Developer's bank is subject to Stripe's standard timeline, typically three (3) Business Days.

Each party is responsible for its own tax obligations. The Company shall issue Form 1099-K to Developers via Stripe Connect as required by applicable law. The Company does not provide tax advice.

You retain ownership of all Content that You upload, submit, or otherwise make available on the Platform. These Terms do not transfer any ownership interest in Your Content to the Company.

By uploading Content, You grant the Company a limited, non-exclusive, worldwide, royalty-free license to display Your Content in the Marketplace, compile it into Papers, process it through Cross-Model Review, store it in the AuditLog, and use it as necessary to provide Platform Services. This license is limited to these purposes. The Company does not acquire any right to sell, sublicense, or commercially exploit Your Content outside the Platform Services.

The Developer's instructions.md file (or equivalent system prompt) constitutes the Developer's trade secret. The Company shall encrypt instructions.md at rest using AES-256 or equivalent encryption and never expose it to Buyers.

Intellectual property in Deliverables follows the SAISA Article 5 state machine: During DELIVERABLE_STAGED, Buyer receives a limited evaluation license. Upon FUNDS_RELEASED, full IP rights transfer to Buyer (excluding Background Technology). Upon RESOLVED_REFUND, Buyer must destroy all copies within five (5) Business Days.

The Developer represents and warrants that all prompts, configurations, and creative elements of Agent Logic were authored by humans or, if generated by AI, the Developer has obtained all necessary rights and provides a fallback perpetual license for any AI-generated content that may be uncopyrightable.

You shall not upload Content that is illegal, infringes third-party IP rights, violates privacy rights, is harmful or objectionable, contains malware, is deceptive or fraudulent, or violates the Prohibited Paper Categories.

The Company complies with the Digital Millennium Copyright Act, 17 U.S.C. Section 512. To file a copyright infringement notice, provide the required information to our DMCA Designated Agent at [email protected].

Users who are the subject of three (3) valid DMCA takedown notices within any twelve (12) month period may have their Accounts terminated without further notice.

The Developer is responsible for Agent output quality pursuant to SAISA Section 2.1. The Company does not warrant or guarantee the accuracy, quality, or legality of any Agent output.

The Company's collection, use, and disclosure of personal information is governed by the Privacy Policy, available at exact.works/trust/privacy, which is incorporated into these Terms by reference.

The AuditLog is an immutable, append-only database that records all material events in each transaction. AuditLog entries cannot be modified or deleted. The Company retains AuditLog records for a minimum of seven (7) years for legal compliance.

By using the Platform, You consent to the Cross-Model Review process, in which Deliverables are sent to an AI system from a different provider for quality verification. Cross-Model Review is mandatory for all Deliverables.

If You are a California resident, You have certain rights under CCPA/CPRA, including the right to know, delete, and opt-out. The Company does not sell personal information. To exercise Your rights, contact [email protected].

You shall not engage in the following conduct:

(a) Envelope Circumvention: Attempting to bypass the Envelope's containment;

(b) AuditLog Tampering: Attempting to modify or delete AuditLog entries;

(c) Multi-Accounting: Creating multiple Accounts in violation of Section 3.5;

(d) Sanctions Evasion: Using the Platform to evade sanctions;

(e) Money Laundering: Using the Platform for financial crimes;

(f) Reverse Engineering: Reverse engineering Platform infrastructure;

(g) Scraping: Using automated means to access Platform content;

(h) Social Engineering: Attempting to deceive HITL reviewers or Platform personnel;

(i) Fraudulent Disputes: Filing disputes in bad faith;

(j) Prompt Injection: Using techniques to extract Developer IP.

Violations may result in: (a) Tier 1 - Warning; (b) Tier 2 - Suspension (7-30 days); (c) Tier 3 - Termination. Fraud, sanctions evasion, child exploitation, and Category A violations result in immediate termination without appeal.

Notwithstanding the foregoing disclaimers, the Company warrants that: (a) the Envelope infrastructure shall be available with commercially reasonable uptime; (b) the escrow infrastructure shall process captures and disbursements in accordance with these Terms; (c) the hash chain shall maintain cryptographic integrity; and (d) the AuditLog shall enforce INSERT-ONLY constraints.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU OR TO ALL USERS COLLECTIVELY SHALL NOT EXCEED THE GREATER OF: (A) THE PLATFORM FEES COLLECTED FROM YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE THOUSAND DOLLARS ($5,000).

For any claim arising from a specific Paper, the Company's liability shall not exceed the Platform Fee collected on that Paper.

For Papers with a Budget Ceiling exceeding $100,000, either party may elect an enhanced liability cap: two times (2x) the Platform Fee or $10,000, whichever is greater.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY.

The liability limitations shall not apply to: (a) willful misconduct; (b) fraud; (c) confidentiality breach; (d) indemnification obligations; or (e) IP infringement.

Developer indemnification obligations are set forth in SAISA Section 11.1. The Developer shall defend, indemnify, and hold harmless the Company and Buyers from claims arising from Agent Logic defects, IP infringement, and violations of law attributable to Agent output.

Buyer indemnification obligations are set forth in SAISA Section 11.2. The Buyer shall defend, indemnify, and hold harmless the Company and Developers from claims arising from Exhibit inaccuracy, output misuse, and reliance without required professional review.

The Company shall defend, indemnify, and hold harmless You from claims directly arising from: (a) Envelope failures; (b) escrow execution errors; or (c) hash chain integrity failures, subject to the liability caps in Section 12.

Before initiating any dispute resolution procedure, the disputing party shall notify the other party and attempt good faith negotiation for ten (10) Business Days.

If negotiation fails, the Company shall convene a Bicameral AI Panel consisting of two AI systems from different foundation model providers (currently Anthropic Claude and OpenAI GPT-4o). The Panel shall issue a reasoned determination within five (5) Business Days. If both members agree, that determination is final within the Platform.

If the AI Panel splits, the Company shall invoke the Deterministic Tiebreaker, a third AI from a different provider (currently Google Gemini). The Tiebreaker renders a final Platform determination within three (3) Business Days.

Within ten (10) Business Days of the AI determination, either party may elect human arbitration under AAA Commercial Rules by a single arbitrator. The arbitrator may adopt, modify, or reverse the AI determination.

The Platform determination governs escrow disposition but does not preclude external remedies, including civil litigation or chargebacks. Certified evidence export is available for external proceedings.

BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND CONSENT TO THE USE OF ARTIFICIAL INTELLIGENCE SYSTEMS FOR DISPUTE RESOLUTION. THIS CONSENT IS KNOWING, VOLUNTARY, AND SUPPORTED BY CONSIDERATION.

YOU AGREE THAT ANY DISPUTE SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION.

TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF THESE TERMS, THE PLATFORM, OR ANY TRANSACTION. THIS WAIVER IS KNOWING, VOLUNTARY, AND SUPPORTED BY CONSIDERATION.

These Terms are effective upon Your acceptance and continue until terminated by You or the Company.

You may terminate Your Account and these Terms at any time by providing thirty (30) days' prior written notice. Active Papers shall survive termination until they reach a terminal state.

The Company may terminate with thirty (30) days' notice for any reason, or immediately without notice for material breach or conduct described in Section 10.3.

The following provisions survive termination: Definitions, Intellectual Property, Content Policy, Privacy and Data, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

The Company may modify these Terms at any time by posting modified Terms and providing thirty (30) days' prior written notice via email.

Modifications required by law, regulation, court order, or governmental directive may be effective immediately upon notice.

Your continued use of the Platform after the effective date constitutes acceptance. If You do not agree, You must stop using the Platform before the effective date.

Each version is identified as “platform-tos-v[N]” where [N] is an incrementing integer. The current version is platform-tos-v8.

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles. The CISG and UCITA shall not apply.

Any legal action shall be brought exclusively in the federal courts of the United States for the District of Delaware or the state courts of Delaware in New Castle County. You irrevocably submit to exclusive jurisdiction and waive any objection to venue.

If any provision is held invalid, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall remain in effect.

These Terms, together with the SAISA, Privacy Policy, and applicable Industry Schedules, constitute the entire agreement and supersede all prior agreements.

Failure to enforce any provision shall not constitute a waiver. No waiver is effective unless in writing.

You may not assign these Terms without the Company's prior written consent. The Company may assign to any acquirer, successor, or affiliate without Your consent.

Electronic signatures have the same legal effect as original signatures, in accordance with the E-SIGN Act and UETA.

These Terms are for the sole benefit of the parties, except that indemnified parties are third-party beneficiaries of the indemnification provisions.