Platform Terms of Use

Updated and Effective from: July 21, 2025

Acceptance of Terms

These Terms of Use is an Agreement (“Agreement”) made by and between Ostendio v2, LLC (“Ostendio”) and any entity (“Client”) that completes the acceptance process for access to the Ostendio platform. The terms of this Agreement apply to Client’s use of the Ostendio platform it accesses beyond this point (the “Platform”). This Agreement controls over any previous Platform terms accepted by Client. Client will initially purchase services (“Service”) under a separate agreement with Ostendio or one of its affiliates (“Underlying Agreement”). The Underlying Agreement controls over this Agreement with respect to the Service(s), unless otherwise set forth in the Underlying Agreement or in an Order. Capitalized terms not defined in this Agreement are defined in the Underlying Agreement. This Agreement is effective on the date it is accepted by Client and governs Client’s use of the Platform and associated user guides and documentation (collectively, “Platform Service”). By accepting this Agreement or accessing or using any part of the Platform, Client agrees to be bound by the terms of this Agreement and to the extent that this Agreement is accepted through a Ostendio online tool or application, Client will: (a) provide its affirmative acceptance confirming it understands and intends that the Agreement is a legally binding agreement and the equivalent of a signed, written contract; and (b) consents to the creation of an electronic record of this Agreement. If Client does not agree to the terms of this Agreement, Client must not accept this Agreement and Client may not access or use any part of the Platform.

Authorized User and Binding Effect

Only an authorized user of Client (as defined below) may access the Platform. By accessing the Platform, Client’s authorized users represent that they are authorized by Client to view the information available and/or take those actions it submits via the Platform, including purchasing Ostendio Services, all of which are binding upon Client. Ostendio may deny access to the Platform, in its sole and absolute discretion, at any time and for any or no reason. Client is solely and fully responsible and liable for all activities that occur while using the Platform. Client agrees to immediately notify Ostendio if Client suspects any breach of security such as loss, theft, or unauthorized disclosure or use of any information in connection with the Platform. Ostendio has the right, but not the obligation, to monitor Client’s use of the Platform to determine compliance with these Terms and any operating rules established by Ostendio and to satisfy any law, regulation or authorized government request. The decision by Ostendio to monitor Client’s use of the Platform does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on Ostendio’s part in connection with or arising from Client’s use of the Platform.

Overview

The Platform is a web-based application providing Client with visibility into and control over aspects of certain of its services from the Underlying Agreement(s) (including the ability to purchase additional Services) via a graphical user interface. Client grants Ostendio the right to view, use, copy, and transmit Client data and information obtained through the rendering of the Services via the Platform. Ostendio’s provision and Client’s use of the Platform will be in accordance with Ostendio’s standard policies and technical requirements which are incorporated by this reference. Client must provide, at Client’s expense, all communications services, equipment, and third-party software necessary to use the Platform. Client agrees to promptly pay to Ostendio any fees applicable to Client’s use of the Platform (e.g., purchasing Services via the Platform) if and as applicable. As of the effective date of this Agreement, no fees are charged for the Platform Service (unless otherwise set forth in a Client order). If and to the extent that Ostendio provides service performance or other network monitoring information, such information is indicative only and shall not necessarily be used to determine the applicability contract remedies. Ostendio may change the features, functionality of and/or the information available through the Platform in its sole and absolute discretion, including discontinuing any functionality or discontinuing the Platform completely. Ostendio has the right at any time to modify or add to the terms applicable to Client’s use of the Platform Service (collectively, “Revision”). Such Revision will be effective immediately upon Ostendio’s notice to Client, which may be given by any commercially reasonable means including without limitation, posting in the Platform, or by electronic or conventional mail. IF ANY REVISION MATERIALLY AND ADVERSELY AFFECTS CLIENT’S USE OF THE PLATFORM SERVICE, CLIENT MAY TERMINATE THIS AGREEMENT UPON NO LESS THAN SEVEN DAYS WRITTEN NOTICE TO OSTENDIO AT THE NOTICE ADDRESS LISTED IN THE UNDERLYING AGREEMENT. AFTER SUCH TERMINATION, CLIENT WILL NOT HAVE ANY RIGHT TO USE THE PLATFORM SERVICE. CLIENT’S CONTINUED USE OF THE PLATFORM SERVICE FOLLOWING OSTENDIO’S NOTICE OF ANY REVISION CONSTITUTES CLIENT’S ACCEPTANCE OF THIS AGREEMENT AND THE REVISION.

License

Ostendio grants to Client a personal, non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to use the Platform in accordance with this Agreement. This license commences upon Client acceptance of these terms and remains in force until: (a) terminated upon 30 days written notice by either party to the other party; (b) terminated by Ostendio without prior notice upon Client’s breach of this Agreement, the Underlying Agreement(s), or as otherwise permitted under this Agreement; (c) the termination or expiration of the Underlying Agreement which could utilize the Platform; or (d) Ostendio, at its sole discretion, elects to discontinue offering the Platform. Client is expressly prohibited from: (a) using the Platform Service for any purpose other than Client's own internal business purposes as reasonably intended under this Agreement; (b) allowing anyone other than Client's representatives previously identified to Ostendio to have access to the Platform; (c) making copies of the Platform Service documentation or the software underlying the Platform Web site; (d) making any modifications, enhancements, adaptations, derivative works, or translations of the Platform or underlying software; or (e) attempting to reverse engineer, disassemble, reverse translate, customize, or decompile the Platform Service or component software in order to misuse, manipulate, or use the Platform for purposes other than that for which it was intended, or derive the source code therefrom or for any other reason. Ostendio reserves the right to seek all remedies available at law and in equity for any breach of this Agreement, including the right to block Client’s access to the Platform or to suspend or terminate Ostendio’s provision of the Platform to Client. Client will be responsible for all use of Client’s account, and for ensuring that all use of Client’s account complies fully with the provisions of this Agreement. Client will be responsible for protecting the confidentiality of Client’s passwords, usernames, and other Client specific access information. Client will be responsible for all activities and charges resulting from their use, including unauthorized use. Client agrees to promptly notify Ostendio of any unauthorized use or access to the Platform.

Use of Artificial Intelligence (“AI”)

If Client utilizes the AI functionality in the Platform, such use shall be subject to the terms of this Agreement. Ostendio shall not be liable for any loss or damage, including security incidents or any service-related issues arising from or relating to Client’s use of AI, including but not limited to any changes, modifications, configurations, access, data loss, or data breaches. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL OSTENDIO BE LIABLE, AND CLIENT HEREBY WAIVES ALL CLAIMS FOR, LIABILITY AND/OR LOSS ARISING FROM THE USE OF AI, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AS WELL AS DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, USE OR INABILITY TO USE AI, OR ANY OTHER DAMAGES OR LOSSES WHICH MAY OCCUR AS A RESULT OF OSTENDIO PROVIDING AI TO CLIENT, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Client agrees to release, defend, indemnify, and hold Ostendio, its parent, affiliates, and each or their respective employees, licensors, contractors, directors, officers and representatives harmless from and against any and all damages, liabilities, claims, demands, obligations, losses, fines, penalties and expenses (including reasonable attorney fees) incurred in connection with, and arising from or related to, Ostendio granting Client such use.

AI may contain errors, bugs and other problems which could cause failure of AI or other hardware or software used in connection therewith. Any reliance on and use of AI is at Client’s own risk. BECAUSE AI IS IN EARLY STAGES, OSTENDIO CANNOT PROVIDE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED RELATING TO AI, INCLUDING WITHOUT LIMITATION, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The foregoing is all provided “AS IS” and Client agrees to assume all liability associated therewith, and will hold harmless Ostendio, its employees, officers, directors, agents, representatives from and against any and all damages relating to the use of (or inability to use) AI.

The failure of Ostendio at any time to enforce or require the strict compliance of any provision in this provision or this Agreement shall not be interpreted as a variation of this Agreement. BY ACCEPTING THIS AGREEMENT, CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT SHALL APPLY TO CLIENT’S USE OF AI.

Transactions; Payment Processing

Ostendio may make available the ability to purchase or otherwise obtain certain Services through the Platform (a “Transaction”). If Client wishes to make a Transaction, Client may be asked to supply certain relevant information, such as a credit card number and its expiration date, ACH information, billing address, and shipping information. CLIENT REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO USE ANY CREDIT CARD OR ACH THAT IS SUBMITTED IN CONNECTION WITH A TRANSACTION. By submitting such information, Client grants to Ostendio the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, Client represents that the applicable Service will be used only in a lawful manner.

All payment information handling and processing services available through this Platform may be operated and provided by Ostendio’s unaffiliated third-party payment processing vendor (the “Payment Processor”). By providing payment information through the Platform, Client represents and warrants that it is the holder of the associated account or an authorized user thereof and that such account is valid. Further, Ostendio is not the issuer of any payment card or account that may be used to make a payment through the Platform and is not responsible for determining whether any transaction initiated by Client will be approved. Ostendio makes no representation or warranty that the Platform or payment processing services will be available at any given time or that any transaction will be completed using the Platform, nor does Ostendio make any representation or warranty concerning the security of the Payment Processor’s systems or processes. Ostendio and/or the Payment Processor may store Client bank account information as required to process ACH payments. Client expressly grants Ostendio and the Payment Processor access to Client’s bank account information to process ACH payments as well as for future ACH payments when Client chooses the option to save bank account information within the Platform.

Confidentiality

Billing and usage-related information

In the course of providing the Platform Service to Client, Ostendio will have access to certain billing and usage-related information about the quantity, technical configuration, type, destination, location and amount of use of Client’s services. Client has a right to, and Ostendio has a duty to protect, the confidentiality of this information. This information may be useful to tailor products and services to Client’s needs and to enhance Ostendio’s ability to meet Client’s needs. By accepting this Agreement, Client expressly authorizes Ostendio, its affiliates, or its agents, to use such information to determine if Client could benefit from other services offered by Ostendio, its affiliates, or its agents, and market them to Client. Client may withdraw its authorization at any time by expressly telling Ostendio and it will not affect the quality of Service provided to Client.

Confidentiality

Neither party will: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the confidential information received from the other party. Confidential information that includes all Client data. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary, in any proceeding to establish rights or obligations under the Agreement. Each party will limit disclosure and access to confidential information to those of its employees, contractors, attorneys or other representatives who reasonably require such access to accomplish the Agreement’s purposes and who are subject to confidentiality obligations at least as restrictive as those contained herein.

Information to be Shared with Authorized Third-Party Sales Agent

In some, but not all circumstances, Client may submit Client orders through a third-party sales organization participating in Ostendio’s indirect sales channel program (“Authorized Third-Party Sales Agent”). If Client uses an Authorized Third-Party Sales Agent to procure Service from Ostendio, Client authorizes and directs Ostendio to disclose to the Authorized Third-Party Sales Agent Confidential Information about Client’s services including, without limitation, information available to Client via the Platform Service. Such information may include information that relates to the quantity, technical configuration, type, destination, location, and amount of use of services Client subscribes to from Ostendio, and information contained in the invoices that Ostendio provides to Client.

Special Terms for Delegated Administrators or Client System Administrators

If you have been designated as the Delegated Administrator or Client System Administrator, you are responsible for setting up and keeping current all security and administration of Client’s use of Platform Service, including but not limited to (if and as applicable): (a) assigning each user a separate ID for entry into Platform Service; (b) assigning levels of permission for each user to ensure that users have access only to those aspects of Platform Service if such user has authority to act for Client; (c) ensuring users who should no longer have access are denied access to Platform Service; (d) vetting any End User to whom you provide Platform Service access; and (e) ensuring that any End User Platform Service access you provide is subject to confidentiality and other terms no less stringent than those set forth in this Agreement.

Personal Data

Client will provide Ostendio, on a controller-to-controller basis, with the personal data of any Delegated Administrator, Client System Administrator and other users as necessary to facilitate such individuals’ access to and use of the Platform Service on Client’s behalf. As used herein, “personal data” means information relating to an identified or identifiable natural person and as defined under applicable laws. Client shall at all times comply with applicable laws and regulations relating to the protection of personal data (the “Privacy Laws”), including, without limitation, the European Union General Data Protection Regulation (Regulation (EU) 2016/679) in its capacity as a data controller with respect to the personal data it provides to Ostendio pursuant to this Agreement, including, without limitation, ensuring it has the necessary permissions to provide Ostendio with such information (by consent or otherwise), providing appropriate notices regarding the provision of personal data to Ostendio, and notifying Ostendio of any request by a data subject to exercise their rights to the extent granted by applicable Privacy Laws. Ostendio shall at all times comply with its obligations as a data controller under the applicable Privacy Laws with respect to any personal data it receives from Client under this Agreement, including, without limitation, providing appropriate notices about Ostendio’s use of the personal data, limiting the processing of the personal data to the purposes for which it was provided, and responding to any requests received by Ostendio from data subjects seeking to exercise their rights to the extent granted by applicable Privacy Laws. By providing contact information for Client and Delegated Administrators, Client represents and warrants that for each individual whose contact information is provided in the Platform, Client has: (1) provided the individual links to the Ostendio Privacy Policy; and (2) obtained the explicit, written, consent of the individual to be contacted by Ostendio or its affiliates or agents and sub-contractors using that contact information, including mobile phone numbers and email addresses. Ostendio communications may include marketing or advertising content and may be performed via automated telephone dialing equipment and artificial and prerecorded messages. This consent is not a condition of purchase. Any marketing or advertising communications will include the ability to opt-out of future marketing communications

Intellectual Property Ownership; Use of Name and Marks

Nothing in the Agreement or the performance thereof will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party’s prior written consent.Nothing in the Agreement or the performance thereof will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party’s prior written consent.

Limitations and Service Levels

ACCESS TO AND USE OF THE PLATFORM SERVICE IS PROVIDED TO CLIENT "AS IS" AND “AS AVAILABLE.” ALL RISKS PERTAINING TO THE USE OF THE PLATFORM SERVICE ARE ASSUMED BY CLIENT.

Damages Limitations

Client’s use of the Platform is at Client’s own risk. The Platform may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. Ostendio assumes no liability or responsibility for any damage to Client, Client’s computer, or other property, due to the access to, use of, or downloading of the Platform or any materials provided on the Platform. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OSTENDIO, ITS AFFILIATES, AGENTS, EMPLOYEES, CONTRACTORS NOR ANY OTHERS INVOLVED IN MAKING AVAILABLE THE PLATFORM WILL BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES RESULTING FROM LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST DATA OR BUSINESS INTERRUPTION, IN CONNECTION WITH THE PLATFORM, EVEN IF OSTENDIO, ITS AFFILIATES, AGENTS, EMPLOYEES,ITS CONTRACTORS OR ANY OTHERS INVOLVED IN MAKING AVAILABLE THE PLATFORM ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY).

Indemnity

Client hereby releases, discharges, and agrees to indemnify, defend, and hold Ostendio, its affiliates and agents harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) Client’s access to or use of the Platform; (ii) Client’s violation of the AUP; and/or (iii) the infringement by Client of any intellectual property or other right of any person or entity. Ostendio reserves the right, at Client’s expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Ostendio and Client agrees to cooperate with Ostendio’s defense of these claims. Client agrees not to settle any such matter without the prior written consent of Ostendio. Ostendio will use reasonable efforts to notify Client of any such claim, action or proceeding upon becoming aware of it.

Disclaimer of Warranties

OSTENDIO MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Client Obligations

All use of the Platform Service and Ostendio’s network must conform to Ostendio’s Acceptable Use Policy (“AUP”). Client agrees to defend, indemnify, and hold harmless Ostendio, its affiliates, agents, and contractors from any and all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to use or modification of Platform Service by Client or Client’s members, end-users, Clients, agents, or any other third parties who utilize or access the Platform Service (“End Users”) via Client accounts or on Client’s behalf.

Governing Law; Amendment

This Agreement will be governed and construed in accordance with the laws of the State of Delaware, without regard to its choice of law rules. Each party will comply with all applicable laws, rules, and regulations associated respectively with Ostendio’s delivery or Client’s use of the Platform Service under the Agreement. This Agreement constitutes the entire and final agreement and understanding between the parties with respect to the Platform Service and supersedes all prior agreements relating to Platform Service. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) under this Agreement will constitute a waiver of such right(s).

Relationship and Counterparts

The relationship between the parties is not that of partners, agents, or joint ventures.

Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. However, either party may assign its rights and obligations under this Agreement without the consent of the other party (but with reasonable notice prior to or promptly following the following event(s)): (1) to any subsidiary, parent, or affiliate that controls, is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of all or substantially all of the business or relevant assets of that party; or (3) pursuant to any financing, merger, or reorganization of that party. This Agreement will apply to any permitted transferees or assignees. Any assignee of Client must have a financial standing and creditworthiness equal to or better than Client’s in Ostendio’s sole determination.

General

This Agreement is intended solely for Ostendio and Client, and not to benefit any other person or entity (e.g., End Users). If any term of this Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and the remaining terms will remain in effect. No failures by either party to enforce any right(s) under this Agreement will constitute a waiver of such right(s). All terms of this Agreement that should by their nature survive the termination of this Agreement will so survive. Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a force majeure event as defined in the Underlying Agreement. This Agreement constitutes the entire agreement between Client and Ostendio with respect to Client’s use of the Platform Service.

Contact Information

If you have any questions about these Terms of Use, please contact us:

By email: help@ostendio.com

By mail:

Ostendio, Inc.

P.O. Box 25235

New York, NY 10087

Distribution

The official document resides in the Ostendio platform located at https://ostendio.ostend.io.

Version History

The document version history resides in the Ostendio platform located at https://ostendio.ostend.io.