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-v10 and are effective as of September 9, 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 Customer privileges, Provider privileges, or both.

(b) “Customer” (previously “Buyer”, then “Principal”) means a registered user who uses the tool to present, customise and execute a SAISA, and who grants an agent authority under it. A Customer does not fund escrow with the Company, because the Company holds no funds.

(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) “Provider” means a registered user of the Platform who authors, publishes, and maintains one or more Agents on the Platform.

(e) “Services” means what the Company actually provides: presenting the standard form, compiling the terms the parties elect, sealing what they execute, publishing a means to verify that seal, and displaying telemetry the parties' own tooling produces and which the Company does not receive. It does not include a marketplace, escrow, settlement, enforcement, adjudication, or custody of any record of what an agent did.

(f) “User” means any individual or entity that accesses or uses the Platform, whether as a Customer, Provider, or Visitor.

The Platform recognizes three distinct roles in each transaction:

(a) “Provider” is the party that authors Agent Logic and is exclusively liable for defects, vulnerabilities, and hallucinations arising therefrom.

(b) “Customer” is the party that provides Agent Authorization and is exclusively liable for Exhibit accuracy, access grants, and decisions based on Agent output.

(c) “Company” (exact.works, Inc.) supplies the drafting tool. It is not a party to any SAISA, and its liability is limited to a failure of that tool to seal the terms the parties executed, or of a seal it issued to verify against its published key.

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.

The Company does not pay You. Where a Provider charges for an agent, it is paid by the Customer under the SAISA between them, by whatever means they agree. You do not need a connected payout account with the Company to use the tool, and the Company will not ask You to open one.

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 Company does not operate a marketplace. It withdrew the Registry on 6 September 2026 and no longer publishes, indexes, ranks, categorises, searches or displays agents or the providers who offer them. It does not admit providers, vet them, screen what they offer, or hold any position over them.

Each party chooses its own counterparty and contracts with it directly. Where the Company points You towards a directory, a provider or a tool, that is a pointer and not a recommendation: it is not an endorsement, a warranty, or a representation that the thing pointed at is fit for what You want. The Company is not a party to any agreement You reach with a provider, does not author, endorse or guarantee any agent or its output, and takes no responsibility for the accuracy of anything a provider tells You.

The Company may decline to help draft an agreement for any purpose, and will decline for agents intended to trade securities, commodities or derivatives, provide investment advice, operate prediction markets or gambling services, transmit money, evade sanctions, procure weapons or controlled substances, conduct mass surveillance, or facilitate the exploitation of children. That is a reservation of what the Company will assist with. It is not a screen it runs over what You or a provider does, and nothing here should be read as one.

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 Customer or Provider.

Schedule 1 to the SAISA contains sixteen (16) articles that constitute the invariant Base Terms. Schedule 1 is programmatically appended to every Paper exacted 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 exacted artifacts produced by the Platform's exacting pipeline. Each Paper incorporates the Base Terms, applicable Industry Schedules, the Execution Manifest, and the SOW Prose. Papers are immutable after exacting. 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.

The Company charges a fee for use of exact.works: presenting the standard form, compiling the terms You elect, sealing what You execute, and the artefacts produced from those terms. The fee is stated before You are asked to pay, is published at exact.works/pricing, and is payable in United States Dollars. The Company may change its published fees on thirty (30) days' prior notice; a change applies only to purchases made after the effective date and never to one already completed.

The fee is a charge for the tool. It is not a percentage of, commission on, success fee for, or share of any amount payable between a Customer and a Provider, and it does not vary with the size, duration or outcome of any engagement. The Company does not hold, escrow, capture, disburse or otherwise take custody of funds passing between the parties, and holds no security interest in any such amount.

A Provider may charge for the AI agent, and is not required to. Any such charge — whether it exists, how much it is, when it is due, on what rails it is paid, and what happens if it is not — is a term of the SAISA between the Customer and the Provider. The Company is not a party to that agreement.

The Company does not receive, hold, transmit, direct or take custody of any amount payable between a Customer and a Provider; does not invoice for one, collect one, or act on anyone's instruction to release, withhold or recover one; and offers no facility by which such an amount could be paid through it. It gives no assurance that any such amount will be paid or refunded, and it will not become obliged to do any of these things by being asked.

The Company's own fee is processed by a third-party payment processor, currently Stripe, Inc., which handles Your card details; the Company does not store them. The Company may change processors on thirty (30) days' prior notice. That processor is engaged for the Company's fee alone and is not a settlement, escrow or paying agent for anything between the parties.

Each party is responsible for its own tax obligations, including any tax arising on amounts payable between a Customer and a Provider. 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 use Your Content as necessary to provide the Services: to present it back to You, to compile it into the terms You elect, and to seal what You execute. This license is limited to those purposes. It previously ran to displaying Your Content in the Marketplace, exacting it into Papers and processing it through Cross-Model Review; the Registry and the exacting pipeline are both withdrawn, and a licence should not outlive what it was granted for. The Company does not acquire any right to sell, sublicense, or commercially exploit Your Content outside the Platform Services.

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

Intellectual property in anything an agent produces is allocated by the SAISA between the Customer and the Provider. The Company takes no interest in it, and its transfer does not depend on any step performed by the Company.

The Provider represents and warrants that all prompts, configurations, and creative elements of Agent Logic were authored by humans or, if generated by AI, the Provider 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 Provider is responsible for Agent output quality. 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) Paper Control Circumvention: Attempting to bypass the Paper's containment controls;

(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 Provider 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 drafting tool shall be available with commercially reasonable uptime; and (b) where the tool issues a seal over a set of terms, that seal will verify against the Company's published signing key, and the terms it seals will be the terms You executed.

The Company gives no warranty as to anything an agent does under an executed SAISA. It does not run the agent, does not receive the record of what the agent did, and does not hold that record.

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.

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

Customer indemnification obligations are set forth in the SAISA. The Customer shall defend, indemnify, and hold harmless the Company and Providers 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 failure of the drafting tool to seal the terms You executed, or from a seal it issued failing to verify against its published signing key, subject to the liability caps in Section 12. It indemnifies nothing in respect of escrow or settlement, because it performs neither.

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, either party may elect binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The seat and governing law are as stated in Section 15. Either party may instead bring an individual claim in small claims court if it qualifies. Nothing in this Section prevents either party from seeking injunctive relief in a court of competent jurisdiction.

This Section governs a dispute between You and the Company about the tool. A dispute between a Customer and a Provider about an engagement — what was delivered, whether it conformed, what is owed — is governed by the SAISA between them. The Company is not a party to it, does not adjudicate it, appoints no decision-maker, holds no funds whose disposition could turn on it, and its determination is neither sought nor given.

Records the parties hold under their own agreement remain theirs. The Company can confirm that a seal it issued verifies against its published key, and will do so on request from either party; that is the extent of what it can contribute to a dispute it is not part of.

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-v10.

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.