End User License Agreement

Last Updated: August 29, 2025

This End User License Agreement (“Agreement”) is a legal agreement between you (“End User,” “you,” or “your”) and OpenSesame AI Inc., a corporation incorporated in Ontario, Canada (“OpenSesame,” “we,” or “us”). This Agreement governs your use of our product Cell and related services (collectively, the “Software” or “Services”).

By accessing, installing, embedding, or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree, do not use the Software.

1. License Grant

Subject to your compliance with this Agreement, OpenSesame grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely for your internal business purposes and in accordance with applicable documentation.

You may embed Cell into your product(s) and workflows solely as permitted by your subscription or agreement with OpenSesame.

2. Restrictions

You agree not to:

Copy, modify, reverse-engineer, decompile, or disassemble the Software, except as permitted by law.
Rent, lease, sublicense, sell, or otherwise transfer the Software to a third party without prior written consent.
Use the Software in violation of applicable law, or in any manner that infringes intellectual property or privacy rights.
Use the Software to process unlawful, harmful, or prohibited content.

3. Ownership

OpenSesame and its licensors retain all rights, title, and interest in and to the Software, including all associated intellectual property rights. No ownership rights are transferred under this Agreement.

4. User Data & Privacy

Data Processing: Use of the Software may involve processing data from your connected applications, APIs, or systems. OpenSesame processes such data solely as instructed by you or your organization.
Privacy Policy: All personal information collected is subject to our Privacy Policy, which is incorporated by reference.
SOC 2 Compliance: OpenSesame maintains SOC 2 controls for security, availability, and confidentiality.

5. Security & Compliance

We implement safeguards including TLS encryption, AES-256 encryption at rest, and role-based access controls.

You are responsible for maintaining the confidentiality of your login credentials and ensuring your integrations with the Software comply with your own data governance obligations.

6. Service Availability & Updates

OpenSesame will use commercially reasonable efforts to make the Software available in accordance with any applicable service-level agreement (SLA).

We may provide updates, patches, or modifications to the Software, which will be subject to this Agreement.

7. Fees & Payment

Access to the Software may require a subscription or usage-based fees, as set out in your order form or agreement with OpenSesame.

Failure to pay fees when due may result in suspension or termination of access.

8. Term & Termination

This Agreement begins when you first access or use the Software and continues until terminated.
OpenSesame may suspend or terminate your license immediately if you materially breach this Agreement.
Upon termination, you must cease all use of the Software and destroy any copies in your possession.

9. Disclaimers

The Software is provided on an “as is” basis.
To the fullest extent permitted by law, OpenSesame disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that the Software will be uninterrupted, error-free, or completely secure.

10. Limitation of Liability

To the maximum extent permitted by law:

OpenSesame will not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits or data.
Our total liability for all claims under this Agreement will not exceed the amount you paid for the Software in the 12 months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless OpenSesame and its affiliates, officers, employees, and agents from any claims, damages, or liabilities arising out of your use of the Software, violation of this Agreement, or infringement of third-party rights.

12. Governing Law & Jurisdiction

This Agreement is governed by the laws of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
Any disputes will be resolved exclusively in the courts of Toronto, Ontario, Canada.

13. Miscellaneous

Entire Agreement: This Agreement constitutes the entire understanding between the parties.
Severability: If any provision is held invalid, the remaining provisions will remain in effect.
No Waiver: Failure to enforce any right will not constitute a waiver.
Assignment: You may not assign this Agreement without our prior written consent.