PartnerOS, Inc.

Terms of Service

Last Updated: May 6, 2026

1. Introduction

1.1 Scope

Welcome to PartnerOS. These Terms of Service (“Terms”) form an agreement between PartnerOS, Inc., a Delaware corporation (“PartnerOS,” “we,” “our,” or “us”), and you. They describe the rights, obligations, and responsibilities that govern your access to and use of: (i) partneros.ai, its subdomains, and any other website where these Terms are posted; (ii) our hosted software platform; and (iii) our application programming interfaces (“APIs”), software development kits, browser extensions, integrations, and supporting tools and documentation. We refer to (i) through (iii) collectively as the “Services.”

1.2 Read These Terms Carefully

PLEASE READ THESE TERMS CAREFULLY. BY CREATING A PARTNEROS ACCOUNT, REQUESTING ACCESS TO THE SERVICES, CLICKING A BUTTON OR CHECKBOX INDICATING YOUR ACCEPTANCE, AGREEING TO THESE TERMS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT THAT REFERENCES THESE TERMS, OR OTHERWISE ACCESSING OR USING THE SERVICES — WHETHER OR NOT YOU ARE A REGISTERED USER — YOU CONFIRM THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU HAVE READ AND ACKNOWLEDGE OUR PRIVACY POLICY, AVAILABLE AT PARTNEROS.AI/PRIVACY (THE “PRIVACY POLICY”), WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE; AND (III) YOU AGREE TO COMPLY WITH ALL ADDITIONAL TERMS INCORPORATED INTO THESE TERMS BY REFERENCE. ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED.

THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15.2 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION AND JURY TRIAL WAIVER IN SECTION 15.3 (THE “CLASS ACTION / JURY TRIAL WAIVER”). EXCEPT AS SPECIFIED IN THOSE SECTIONS, OR UNLESS YOU OPT OUT IN ACCORDANCE WITH SECTION 15.2, THESE PROVISIONS REQUIRE FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS — NOT JURY TRIALS, AND NOT CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDINGS — TO RESOLVE DISPUTES.

1.3 Relationship to a Master Subscription Agreement

PartnerOS enters into negotiated written agreements with paying enterprise customers — commonly called a Master Subscription Agreement, Master Services Agreement, or similar document (each, an “MSA”). If you (or the Organization (defined below) on whose behalf you are acting) have signed an MSA with PartnerOS that covers your access to or use of the Services, that MSA, together with any executed Order Form and Data Processing Agreement, governs that access and use, and supersedes these Terms to the extent of any direct conflict. These Terms continue to govern (i) any use of the Services that is not within the scope of an executed MSA, (ii) use of partneros.ai and any other publicly accessible portions of the Services, and (iii) the access and use of the Services by individual users (including end users at customer Organizations) where those individuals are not signatories to the MSA.

1.4 Use on Behalf of an Organization

If you access or use the Services on behalf of a company, customer, employer, principal, or other entity (each, together with its affiliates, an “Organization”), then: (i) these Terms form an agreement between us and you and between us and that Organization; (ii) you represent and warrant that you are authorized to bind that Organization to these Terms (and if you are not, you may not access or use the Services); (iii) your acceptance binds the Organization to these Terms; (iv) your individual right to access or use the Services may be suspended or terminated, and ownership and administration of your PartnerOS account may transfer, if you cease to be associated with that Organization or with an email address provisioned by it; (v) we may share information about you and your use of the Services, including Your Content (defined below), with the Organization or appropriate individuals associated with it; and (vi) the words “you” and “your” in these Terms refer to both you and the Organization.

If you sign up for or access the Services using an email address associated with an Organization, or if an Organization pays the fees for your access (or reimburses you for them), we may treat you, in our reasonable discretion, as accessing the Services on behalf of that Organization. You represent and warrant that all information you provide about an Organization is, and will remain, truthful, accurate, and complete, and that you will promptly notify us if it changes.

If you are an Organization on whose behalf an individual user accesses the Services, you are responsible for the acts and omissions of that user and for ensuring their compliance with these Terms.

2. The Services

2.1 Eligibility

You may use the Services only if you can form a legally binding contract with us (and on behalf of your Organization, if applicable), and only in compliance with these Terms and all applicable laws. To use the Services, you must be at least 18 years old. The Services are intended for use by businesses and their authorized personnel; the Services are not directed to consumers and are not intended for use by individuals under 18. The Services are not available to anyone we have previously removed from the Services, unless an authorized PartnerOS representative agrees in writing.

2.2 Access and Acceptable Use

Subject to your compliance with these Terms, you may access and use the Services during the applicable Subscription Term (defined below), as may be limited by your Organization. You agree that you will not, and will not permit any third party to:

• Access or use the Services in violation of any law, regulation, or third-party right, including any intellectual property, privacy, or publicity right.

• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Services, except to the extent such restriction is prohibited by law.

• Modify, translate, or create derivative works of the Services, or remove any proprietary notices.

• Interfere with or disrupt the integrity or performance of the Services, including by introducing viruses, worms, malware, or other harmful code; by attempting to probe, scan, or test the vulnerability of the Services or any related system; or by circumventing rate limits, access controls, or authentication.

• Use the Services to send unsolicited messages, spam, or other communications in violation of applicable law.

• Use any automated means — including bots, scrapers, or crawlers — to access, copy, or extract data from the Services, except through APIs we expressly authorize.

• Sell, resell, license, sublicense, rent, lease, or otherwise commercially exploit the Services, except as expressly permitted by these Terms or a separate written agreement with us.

• Use the Services to build a competing product or service, or to copy any features, functions, or graphics of the Services.

• Submit to the Services any data that is unlawful, defamatory, obscene, harassing, infringing, or that you do not have the right to submit.

• Submit to the Services protected health information regulated by HIPAA, payment card data subject to PCI DSS, government-issued identifiers (such as Social Security numbers), or any data we have communicated may not be processed within the Services, unless we have separately agreed in writing to support that data.

We may update these acceptable-use restrictions from time to time. If we do, the updated restrictions will be posted at partneros.ai/terms and will become effective when posted.

2.3 Accounts

Your account on the Services (your “PartnerOS Account”) gives you access to the Services and functionality we make available. We may maintain different account types for different categories of users. You acknowledge that you do not own your PartnerOS Account, and that the rights granted under these Terms are licensed, not sold.

You may not use another user’s PartnerOS Account without that user’s permission. You are solely responsible for activity that occurs on your PartnerOS Account, and you must keep your account credentials confidential and secure. You must notify us promptly of any actual or suspected unauthorized use of, or security incident affecting, your PartnerOS Account at security@partneros.ai. Any individual with administrator-level access to your PartnerOS Account can modify account settings, access, and billing information. We are not liable for losses caused by unauthorized use of your account, or for changes to your account (including changes to your access or to Your Content) made by anyone with administrator-level access.

If you provide us with an email address, we may use it to send you Services-related notices (including notices required by law) in lieu of postal mail, and to send you product update, marketing, or promotional messages. You can opt out of non-essential marketing messages by following the unsubscribe link in any such message. Opting out of marketing messages does not stop Services-related notices.

2.4 Your Content

“Your Content” means all data, information, text, files, and other content that you (or any individual associated with your Organization) submit, upload, transmit, or otherwise make available to the Services, or that the Services collect, generate, or receive on your behalf. As between you and PartnerOS, you (or your licensors) own all right, title, and interest in and to Your Content. If you are an individual using the Services on behalf of an Organization, we may treat Your Content as belonging to that Organization.

You grant PartnerOS a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers solely to our service providers and sub-processors) license to access, use, copy, store, transmit, modify, and display Your Content solely as necessary to: (i) provide, operate, maintain, secure, and improve the Services; (ii) perform actions you direct or authorize through the Services; (iii) prevent or address fraud, abuse, or violations of these Terms; and (iv) comply with applicable law. Where PartnerOS processes personal data within Your Content on your behalf, that processing is governed by the Privacy Policy and any applicable Data Processing Agreement (“DPA”).

If you collaborate with others or grant others access to a workspace, project, or record within the Services, Your Content (along with the names and contact information of users with access) will be visible to those users at the access level you designate, and may be edited or deleted by them according to their permissions.

You can delete Your Content from your PartnerOS Account by removing it through the Services. Some copies of Your Content may persist in routine backups or audit logs for a limited period after deletion, in accordance with our Data Retention Schedule.

You represent and warrant that: (i) you have all rights, licenses, and consents necessary to provide Your Content to the Services and to authorize the uses described above; and (ii) Your Content, and our use of it as contemplated by these Terms, does not and will not violate any law or infringe the rights of any third party. You are solely responsible for Your Content, including for the accuracy, legality, and consequences of submitting it. We disclaim responsibility for Your Content.

2.5 Usage Data

We may collect and analyze data and information about your access to, configuration of, and use of the Services, including system logs, performance metrics, feature usage, and aggregated patterns (collectively, “Usage Data”). Usage Data does not include Your Content. We may use Usage Data, during and after the term of these Terms, for any lawful business purpose, including to operate, secure, analyze, develop, and improve the Services, and to produce de-identified or aggregated insights. We will not publish Usage Data in a manner that identifies you or your Organization without your consent.

2.6 Software

To the extent we make any downloadable, installable, or embeddable software components available to you (“Software”), and subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use that Software during the applicable Subscription Term solely as reasonably necessary to use the Services. The Software is licensed, not sold, and we and our licensors retain all right, title, and interest in and to the Software.

2.7 Service Changes, Suspension, and Termination

You may cancel your PartnerOS Account at any time through the account settings within the Services. We may modify, add to, or discontinue features of the Services, including Subscription Plans (defined below) and individual features, at our discretion. We may also suspend or terminate your access to the Services, with or without notice, if (i) we reasonably believe you have breached these Terms; (ii) your account presents a security or legal risk; (iii) required by law or by a Government Request (as defined in the Privacy Policy); or (iv) without cause for any reason. Upon termination, the rights and licenses we grant to you under these Terms end, and Sections 1.3, 2.4 (last paragraph), 2.5, 3, 6.4, 6.5, 9 through 17, and any other provisions that by their nature should survive will survive.

2.8 Trial and Beta Features

From time to time, we may make features available on a trial, alpha, beta, pilot, preview, or evaluation basis (“Trial Features”). Trial Features may contain bugs and may be modified, restricted, or discontinued at any time without notice. TRIAL FEATURES ARE PROVIDED “AS IS,” WITHOUT WARRANTY, INDEMNITY, SUPPORT, OR SERVICE LEVEL COMMITMENT. Trial Features are PartnerOS Confidential Information. Discontinuing or restricting a Trial Feature may affect the accessibility of Your Content created using that feature.

3. Our Intellectual Property

The Services, and all software, source code, models, prompts, algorithms, designs, technology, content, materials, and other works embodied in or made available through the Services — along with all intellectual property rights in any of the foregoing throughout the world (collectively, the “PartnerOS IP”) — are and will remain the sole and exclusive property of PartnerOS and its licensors. Except for the limited rights expressly granted in these Terms, you receive no rights in the PartnerOS IP. You will not access, copy, modify, distribute, sell, license, or create derivative works of the PartnerOS IP.

If you submit comments, suggestions, ideas, feature requests, or other feedback about the Services (“Feedback”), you agree that we may use the Feedback for any purpose without restriction or compensation to you. Our acceptance of your Feedback does not waive our right to use similar ideas previously known to us, developed by our personnel, or obtained from other sources.

4. Developer and Integration Use

Subject to your compliance with these Terms and any developer documentation we publish, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access our APIs and developer tools to build, test, and operate applications, scripts, or integrations that interoperate with the Services for your internal business use (each, an “Integration”).

You are responsible for your Integrations, including their security, performance, and compliance with applicable laws. We may publish, and modify from time to time, technical requirements and rate limits applicable to API access. We may suspend or revoke your API access if your Integration causes harm to the Services, other users, or any third party, or if it violates these Terms.

If you make any of your Integrations available to other users of the Services, you must (i) provide a privacy notice describing what data your Integration collects and how it uses that data, and (ii) ensure your Integration complies with applicable privacy, data protection, and security laws. We may audit your Integration’s compliance with these Terms on reasonable notice.

5. AI Features

The Services may include features that use generative artificial intelligence, large language models, machine learning, or other automated systems (“AI Features”), including features powered by third-party AI providers. Your use of the AI Features is subject to these Terms and any additional AI-specific terms we publish.

5.1 Inputs and Outputs

When you use AI Features, you may submit prompts, instructions, files, or other context (“Inputs”) and receive generated text, code, summaries, or other content (“Outputs”). Inputs and Outputs are part of Your Content, and the rights and obligations in Section 2.4 apply to them. As between you and PartnerOS, and subject to your compliance with these Terms, we assign to you any rights we have in the Outputs generated specifically in response to your Inputs. You acknowledge that Outputs are not unique to you: due to the nature of generative AI, similar or identical Outputs may be generated for other users in response to similar Inputs, and we make no representation that any Output is original, novel, or non-infringing.

5.2 Nature of AI Outputs

YOU ACKNOWLEDGE AND AGREE THAT AI FEATURES ARE PROBABILISTIC AND THAT OUTPUTS MAY BE INACCURATE, INCOMPLETE, OUTDATED, BIASED, OFFENSIVE, OR OTHERWISE UNSUITABLE FOR YOUR INTENDED PURPOSE. SPECIFICALLY, AND WITHOUT LIMITATION:

• AI Features may generate “hallucinations” — fluent, confident outputs that are factually incorrect, fabricated, or unsupported by the Inputs you provided.

• AI Features may produce different Outputs in response to the same or similar Inputs across different sessions, users, or model versions.

• AI Features may reflect biases present in the underlying training data, including biases that disadvantage particular groups of people.

• AI Features may produce Outputs that reference, summarize, or appear to incorporate third-party content (including copyrighted, trademarked, or otherwise protected material), and PartnerOS does not represent that Outputs are free of third-party rights claims.

• AI Features may be unavailable, degraded, or modified at any time due to changes in the underlying models, third-party AI providers, or our service architecture.

5.3 Your Responsibility for Outputs

You are solely responsible for evaluating Outputs before relying on them, and for the consequences of any decision you make based on an Output. AI Features are intended to assist human judgment, not to replace it. You will not use AI Features as the sole basis for any decision, communication, or action where the consequences of an inaccurate Output could be material — including any decision affecting employment, compensation, contractual obligations, financial transactions, legal rights, partner status or eligibility, or matters subject to regulatory oversight — without independent human review by a person qualified to evaluate the Output. PartnerOS is not the maker of any decision you take based on an Output, even where the Service presents the Output as a recommendation.

You will not use AI Features (i) in a manner that violates the acceptable-use restrictions in Section 2.2, (ii) to generate content that infringes any third-party right, (iii) to generate Outputs intended to deceive, defraud, harass, or harm another person, (iv) to generate content that you will represent to others as having been created by a human (where that representation would be misleading), or (v) in any context that would cause the AI Feature, by virtue of its use, to qualify as a “high-risk AI system,” “regulated AI system,” or similar designation under the EU AI Act, the Colorado AI Act, NYC Local Law 144, or any analogous law, unless you have separately confirmed in writing with us that the AI Feature has been validated for that use.

5.4 Sub-Processors and Training Data

Where we use third-party AI providers to power AI Features, those providers act as our sub-processors and are listed in our published sub-processor inventory. PartnerOS does not authorize third-party AI providers to use Your Content to train their general-purpose foundation models, and PartnerOS does not use Your Content to train its own foundation models, except where you have separately and expressly opted in. We retain the right to use Your Content to operate, monitor, secure, debug, and improve the AI Features as they apply to your account, consistent with Section 2.4 and the Privacy Policy.

6. Charges and Payment

6.1 Subscription Plans

We may offer plans that grant access to the Services, either at no charge or for a fee (each, a “Subscription Plan”). We may add, modify, or retire Subscription Plans at our discretion. Any change to pricing or payment terms for a Subscription Plan will take effect in the billing cycle following our notice to you. Subscription Plans may include allotments or limits on certain Services features. Use that exceeds those allotments may result in additional fees, billed automatically through the payment method associated with your PartnerOS Account (your “Payment Method”).

6.2 Billing and Payment

If you sign up for a paid Subscription Plan, you agree to the pricing and payment terms presented at checkout, on partneros.ai/pricing, or in an applicable Order Form. You authorize us (and our payment processor) to charge your Payment Method, in U.S. dollars, for the fees corresponding to your Subscription Plan, plus any applicable taxes, recurring charges, and overage fees. You are responsible for keeping your Payment Method current and valid. You are also responsible for any payment-related fees, such as wire transfer or foreign transaction fees, charged by your bank or card issuer.

We currently use Stripe, Inc. as our third-party payment processor. By using paid features of the Services, you also agree to Stripe’s then-current Services Agreement, available at stripe.com/legal.

If a payment fails, you remain responsible for the unpaid amount, and you authorize us or our payment processor to retry the charge until the payment succeeds. Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable and non-transferable.

6.3 Renewals

Each Subscription Plan continues until canceled by you or terminated by us in accordance with these Terms. Unless canceled, paid Subscription Plans automatically renew at the end of each subscription period (each, a “Subscription Term”) for additional Subscription Terms of equal length, at the then-current renewal price. To prevent renewal, you must cancel before the end of the current Subscription Term through your account settings. By electing a paid Subscription Plan, you acknowledge that the Subscription Plan has automatic renewal and recurring charge features, and you accept responsibility for those charges until you cancel.

6.4 Cancellation and Termination

If we cancel or terminate your paid Subscription Plan for reasons other than your breach of these Terms or non-payment, we will provide a pro-rata refund of pre-paid fees for the unused portion of the then-current Subscription Term. If you cancel a paid Subscription Plan, your access continues until the end of the then-current Subscription Term, after which it terminates without further charge. Except as required by applicable law (for example, certain consumer-protection laws in the European Union), you will not receive a refund of fees paid for the then-current Subscription Term upon your cancellation.

6.5 Late Payments and Taxes

Late payments accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, plus our reasonable costs of collection. You are responsible for any taxes (other than taxes on our net income) associated with the Services. If we are required to collect taxes, we will charge them in addition to the fees.

6.6 Credits

Any service credits applied to your account expire one year after they are issued, or upon expiration or termination of your PartnerOS Account, whichever is earlier. Credits have no cash value, are not transferable, and are not refundable.

7. Privacy

Our Privacy Policy, available at partneros.ai/privacy, describes how we collect, use, and disclose personal data and other information in connection with the Services. By using the Services, you acknowledge our collection, use, and disclosure of personal data as described in the Privacy Policy, and you acknowledge that personal data may be transferred to, and processed in, the United States and other jurisdictions where we or our service providers operate.

Where we process personal data within Your Content as a Processor on your behalf (and you act as Controller), that processing is governed by our Data Processing Agreement (the “DPA”). If you are subject to the GDPR, UK GDPR, CCPA/CPRA, PIPEDA, or other privacy laws that require a written data processing agreement, you may request and execute the DPA at legal@partneros.ai. Once executed, the DPA is incorporated into these Terms by reference. In any conflict between the DPA and these Terms with respect to processing of personal data, the DPA controls.

8. Security

8.1 Security Measures

We maintain administrative, technical, and physical safeguards designed to protect Your Content against unauthorized access, alteration, disclosure, or destruction. These safeguards include encryption of data in transit and at rest, access controls, logging and monitoring, vendor due diligence, and an incident response process. You acknowledge, however, that no system can be guaranteed to be fully secure and that you provide Your Content at your own risk. Information about our security program is available at partneros.ai/security or upon request.

8.2 Multi-Factor Authentication

The Services support multi-factor authentication (“MFA”), which materially reduces the risk of unauthorized access to your PartnerOS Account. We strongly recommend that you and all members of your Organization enable MFA on the Services. To the maximum extent permitted by applicable law, we will not be liable for damages, losses, or unauthorized access that would have been prevented by use of MFA.

9. Copyright Policy

PartnerOS respects intellectual property rights and complies with the Digital Millennium Copyright Act (“DMCA”) and equivalent laws in other jurisdictions. If you believe that material accessible through the Services infringes a copyright you own or are authorized to enforce, please send a written notice to our designated agent at legal@partneros.ai with the information required by 17 U.S.C. § 512(c)(3). We may terminate the accounts of repeat infringers.

10. Third-Party Services

THE SERVICES MAY LINK TO, INTEROPERATE WITH, OR DISPLAY MATERIALS FROM SERVICES, WEBSITES, APPLICATIONS, OR PRODUCTS PROVIDED BY THIRD PARTIES (EACH, A “THIRD-PARTY SERVICE”). THIRD-PARTY SERVICES ARE NOT OWNED OR CONTROLLED BY US. YOUR USE OF ANY THIRD-PARTY SERVICE IS GOVERNED BY THE THIRD PARTY’S OWN TERMS AND PRIVACY POLICY, AND IS AT YOUR OWN RISK. WE DO NOT ENDORSE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICE, EVEN IF WE HAVE REVIEWED OR CERTIFIED IT IN ANY WAY. IF YOU CONNECT A THIRD-PARTY SERVICE TO THE SERVICES OR SHARE YOUR CONTENT WITH IT, YOU AUTHORIZE THAT TRANSFER, AND THESE TERMS AND OUR PRIVACY POLICY DO NOT APPLY TO THE THIRD PARTY’S USE OF YOUR CONTENT. YOU RELEASE US FROM ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

11. Indemnity

You agree to defend, indemnify, and hold harmless PartnerOS, its affiliates, and their respective officers, directors, employees, contractors, agents, suppliers, and licensors, from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your access to or use of the Services; (ii) your breach of these Terms, including any breach of your representations and warranties; (iii) your violation of any applicable law or regulation; (iv) your violation of any third-party right, including any intellectual property, privacy, or publicity right; (v) Your Content, including any inaccuracy in, or claim of infringement based on, Your Content; (vi) your willful misconduct or negligence; (vii) any third party’s use of the Services through your credentials, except where caused by our breach of these Terms; (viii) your use of any Output, including any decision, communication, or action you take in reliance on an Output, and any claim that an Output you used or distributed is inaccurate, misleading, infringing, or harmful; or (ix) your use of AI Features in any high-risk, high-consequence, or regulated-decision context (including any context that triggers obligations under the EU AI Act, the Colorado AI Act, NYC Local Law 144, or any analogous law) without the validation described in Section 5.3.

12. No Warranty

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTNEROS, ITS AFFILIATES, AND THEIR LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, BUGS, OR HARMFUL CODE; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT ANY DEFECT WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

WITH RESPECT TO AI FEATURES SPECIFICALLY, AND IN ADDITION TO THE GENERAL DISCLAIMER ABOVE, PARTNEROS DISCLAIMS ALL WARRANTIES — EXPRESS, IMPLIED, OR STATUTORY — THAT ANY OUTPUT WILL BE: (I) ACCURATE, COMPLETE, OR FACTUALLY CORRECT; (II) FREE OF HALLUCINATIONS, FABRICATIONS, OR ERRORS; (III) FREE OF BIAS OR DISCRIMINATORY EFFECT; (IV) ORIGINAL, NOVEL, OR FREE FROM SIMILARITY TO OUTPUTS GENERATED FOR OTHER USERS; (V) FREE OF THIRD-PARTY INTELLECTUAL PROPERTY OR PRIVACY RIGHTS CLAIMS; (VI) FIT FOR ANY PARTICULAR DECISION, USE CASE, OR REGULATORY CONTEXT; (VII) CONSISTENT ACROSS SESSIONS, USERS, OR MODEL VERSIONS; OR (VIII) AVAILABLE WITHOUT INTERRUPTION OR DEGRADATION. YOU ACKNOWLEDGE THAT AI FEATURES ARE PROVIDED FOR INFORMATIONAL AND PRODUCTIVITY-ASSISTANCE PURPOSES, AND THAT PARTNEROS HAS NOT VALIDATED, AND IS NOT WARRANTING, ANY OUTPUT FOR USE IN ANY HIGH-RISK, HIGH-CONSEQUENCE, OR REGULATED-DECISION CONTEXT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. IN THOSE JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARTNEROS, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOST OR CORRUPTED DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION TO THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTNEROS, ITS AFFILIATES, AND THEIR LICENSORS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO: (I) ANY DECISION, ACTION, OR INACTION YOU OR ANY THIRD PARTY TAKES IN RELIANCE ON AN OUTPUT FROM AN AI FEATURE; (II) ANY HALLUCINATION, FABRICATION, INACCURACY, OMISSION, OR BIAS IN AN OUTPUT; (III) ANY CLAIM THAT AN OUTPUT INFRINGES, MISAPPROPRIATES, OR VIOLATES A THIRD PARTY’S INTELLECTUAL PROPERTY, PRIVACY, PUBLICITY, OR OTHER RIGHT; (IV) ANY USE OF AN AI FEATURE OR OUTPUT IN A HIGH-RISK, HIGH-CONSEQUENCE, OR REGULATED-DECISION CONTEXT WITHOUT THE INDEPENDENT HUMAN REVIEW DESCRIBED IN SECTION 5.3; (V) ANY UNAVAILABILITY, DEGRADATION, OR CHANGE IN THE BEHAVIOR OF AI FEATURES CAUSED BY A THIRD-PARTY AI PROVIDER, A CHANGE IN AN UNDERLYING MODEL, OR A CHANGE WE MAKE TO THE AI FEATURES; OR (VI) ANY USE OF AI FEATURES IN VIOLATION OF SECTION 2.2 OR 5.3.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE NUMBER OR NATURE OF CLAIMS, WILL NOT EXCEED THE GREATER OF (I) THE FEES YOU ACTUALLY PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION IS CUMULATIVE AND NOT PER CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, THE LIMITATIONS ABOVE APPLY ONLY TO THE EXTENT PERMITTED BY LAW. THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Confidentiality

14.1 Confidential Information

Either party (the “Disclosing Party”) may share with the other (the “Receiving Party”) non-public information that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”). Confidential Information includes business, product, technical, financial, customer, security, and Trial Feature information. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party before disclosure without a duty of confidentiality; (iii) is rightfully obtained from a third party with no duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

14.2 Use and Protection

The Receiving Party will: (i) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in any event no less than a commercially reasonable degree of care; (ii) use Confidential Information only to perform its obligations or exercise its rights under these Terms; and (iii) limit access to Confidential Information to its personnel and professional advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as these Terms.

14.3 Compelled Disclosure

If the Receiving Party is required by law or legal process to disclose Confidential Information, it will, to the extent legally permitted, provide prompt notice to the Disclosing Party so the Disclosing Party may seek a protective order or other remedy at its sole expense.

14.4 Injunctive Relief

Each party acknowledges that any breach of this Section 14 may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party is entitled to seek injunctive or equitable relief, in addition to any other remedies, without the necessity of posting a bond.

15. Governing Law, Arbitration, and Class Action / Jury Trial Waiver

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties agree that PartnerOS will be deemed solely domiciled in Delaware and that the Services do not give rise to personal jurisdiction over PartnerOS in any other state, except as the parties expressly agree.

The Federal Arbitration Act (9 U.S.C. §§ 1-16) (the “FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 15.2 and preempts state law to the maximum extent permitted by law. Subject to the Arbitration Agreement, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any dispute that is not subject to arbitration, including any action seeking injunctive or equitable relief described in Section 15.2 or 14.4.

15.2 Arbitration Agreement

READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND PARTNEROS TO ARBITRATE DISPUTES INDIVIDUALLY AND LIMITS HOW YOU CAN SEEK RELIEF FROM US.

This Section 15.2 (the “Arbitration Agreement”) governs any dispute, controversy, or claim, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, between you and PartnerOS arising out of or relating to: (i) these Terms, including their formation, breach, termination, enforcement, interpretation, or validity; (ii) the Services or any communication from us; (iii) any transactions through the Services; or (iv) any other aspect of your relationship with PartnerOS (each, a “Claim”). The Arbitration Agreement applies to Claims that arose before, on, or after your acceptance of these Terms.

Right to opt out. If you are a new user, you may opt out of this Arbitration Agreement by sending a written notice to legal@partneros.ai within thirty (30) days after your first acceptance of these Terms, stating your name and your intent to opt out. Opting out of arbitration does not affect any other provision of these Terms, including the governing law, venue, and class action waiver provisions.

Informal resolution. Before initiating arbitration, you agree to send a written notice describing the Claim to legal@partneros.ai and to attempt informal resolution with us in good faith for at least sixty (60) days.

Arbitration procedure. If we cannot resolve the Claim informally, the Claim will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules (or, if you are a non-commercial individual user, the Consumer Arbitration Rules), as modified by these Terms. The AAA Rules are available at adr.org. Arbitration will be conducted in Wilmington, Delaware, or remotely by video, unless the parties agree otherwise. The arbitrator, and not any court or agency, has exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that any part of this Arbitration Agreement is void or voidable.

Fees and costs. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards otherwise pursuant to applicable law. Filing, administrative, and arbitrator fees will be allocated as provided by the AAA Rules. The arbitrator may award any relief that a court could award, except that the arbitrator may not award relief that would affect users other than the individual claimant.

Carve-outs. Nothing in this Arbitration Agreement prevents either party from: (i) bringing an individual claim in small-claims court for any matter within the court’s jurisdiction, so long as the matter remains in that court and proceeds on an individual basis; or (ii) seeking injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property, security, or confidentiality rights.

Severability. If any portion of this Arbitration Agreement is held invalid or unenforceable, that portion will be severed and the remainder will continue in effect, except that if the Class Action / Jury Trial Waiver in Section 15.3 is held unenforceable as to a particular claim seeking public injunctive relief, that claim (and only that claim) will be severed from arbitration and may be brought in court.

15.3 Class Action / Jury Trial Waiver

YOU AND PARTNEROS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE, AN ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. ANY RELIEF AWARDED IN ARBITRATION MAY BENEFIT ONLY THE INDIVIDUAL CLAIMANT. YOU AND PARTNEROS EACH KNOWINGLY WAIVE THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

16. U.S. Government and Other Governmental Entities

If you are an agency, instrumentality, or contractor of the United States government or any other domestic or foreign government, the following applies. The Services constitute “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. The Services are licensed to U.S. government end users with only those rights set forth in these Terms. To the extent any provision of these Terms is prohibited by applicable law for a governmental entity, that provision is deemed modified only to the minimum extent necessary to comply with applicable law, while preserving its purpose to the maximum extent permitted.

17. Export Controls and Sanctions

You acknowledge that the Services are subject to the export control and sanctions laws of the United States and other jurisdictions. You agree to comply with all applicable export, re-export, sanctions, and trade control laws, including the U.S. Export Administration Regulations (EAR), regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR). You represent and warrant that neither you, your Organization, your affiliates, nor anyone using the Services on your behalf, is (i) located in or a national or resident of any country or territory subject to comprehensive U.S. sanctions or embargoes; or (ii) listed on the U.S. Specially Designated Nationals and Blocked Persons List or any other restricted-party list maintained by a competent governmental authority.

18. Publicity

Unless we have agreed otherwise in writing in an MSA, we may identify you or your Organization, by name and logo, as a customer of PartnerOS in our marketing materials, on our website, and in customer lists. We will stop using your name and logo for these purposes within a reasonable period after receiving a written request from you at legal@partneros.ai.

19. General

19.1 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them, whether by operation of law or otherwise, without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void.

19.2 Notices and Updates to These Terms

We may provide notices to you by email, by posting them on the Services, or by another reasonable method, in our discretion. You are responsible for maintaining a current email address with us.

These Terms apply to your access to and use of the Services as of the start of that access or use, even if it began before the Last Updated date. We may update these Terms from time to time. When we do, we will update the Last Updated date at the top of this page. If we make material changes, we will provide reasonable notice (for example, by email, an in-Service notice, or a banner on partneros.ai). Your continued use of the Services after the effective date of any update constitutes acceptance of the updated Terms. If you do not agree to an updated version, you must stop using the Services and may cancel your account.

19.3 Entire Agreement; Severability

These Terms, together with the Privacy Policy, the DPA (if executed), any applicable Order Form and MSA, and any other policies or terms incorporated by reference, constitute the entire agreement between you and PartnerOS concerning the Services and supersede all prior or contemporaneous communications, representations, or proposals. Statements made by our personnel outside these Terms are not binding. If any provision is held invalid or unenforceable, that provision will be modified or severed to the minimum extent necessary, and the remaining provisions will continue in full force — except that if the Class Action / Jury Trial Waiver in Section 15.3 is held unenforceable, the entire Arbitration Agreement in Section 15.2 will be unenforceable.

19.4 No Waiver

Our failure to enforce any provision of these Terms is not a waiver of that or any other provision. A waiver is effective only if it is in writing and signed by an authorized representative of PartnerOS.

19.5 Force Majeure

Neither party is liable for delay or failure to perform any obligation under these Terms (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, denial-of-service attacks, or pandemics.

19.6 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship between them.

19.7 Contact

If you have questions about these Terms, contact us at:PartnerOS, Inc.Attn: Legal2204 Rimrock DriveAustin, TX 78738Email: legal@partneros.ai