Convos Terms of Use & Privacy Policy

Welcome to Convos, the private messaging app made by XMTP Labs.

Convos uses world-class privacy-preserving technology to provide top-to-bottom, private messaging services. Specifically, we use:

• Post-quantum end-to-end encryption

When you use Convos, you agree to abide by the following Terms of Use and Privacy Policy.

• Terms of Use
• Privacy Policy

TERMS OF USE

Last Updated Date: June 16, 2026

Welcome and thank you for your interest in XMTP Labs, Inc. (“XMTP”, “we”, “us” or “our”). These Terms of Use (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.3 (Supplemental Terms)), the “Agreement”) describes the terms and conditions that apply to your use of the mobile application known as “Convos” (the “Convos App” or “Convos”), made available by XMTP via the Apple App Store, Google Play Store, and other third-party application stores as may be determined by XMTP in its sole discretion from time to time (each, an “App Store”), and the services, content, and other resources available on or enabled via the Convos App, including XMTP’s services which enable users (“Users”) to create, interact with, and provide feedback to AI agents (“Agents”) as participants within group messaging threads (“Chatrooms”) through the Convos App (collectively, the “Service”), which is built on the XMTP open-source, messaging protocol (“XMTP Protocol”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, SCANNING, TAPPING, AIRDROPPING OR OTHERWISE INITIATING A CONVERSATION, DOWNLOADING THE CONVOS APP, OR OTHERWISE ACCESSING THE SERVICE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH XMTP, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT XMTP’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL OF SERVICE TERM IN ACCORDANCE WITH SECTION 8.4(a) (AUTOMATIC RENEWAL) BELOW.

Dispute Resolution: PLEASE BE AWARE THAT SECTION 15 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND XMTP. AMONG OTHER THINGS, SECTION 15 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

AGENTIC AI IS EVOLVING AND EXPERIMENTAL TECHNOLOGY WITH UNCERTAIN LEGAL STATUS. AGENTS THAT ARE MADE AVAILABLE THROUGH AND/OR THAT ARE COMPATIBLE WITH THE SERVICE (E.G., INCLUDING AGENTS DEVELOPED BY THIRD PARTIES THAT USERS GRANT PERMISSION TO INTERACT WITH THE SERVICE) ARE AUTONOMOUS OR SEMI-AUTONOMOUS SYSTEMS WHOSE OUTPUTS, DECISIONS, AND ACTIONS ARE NOT KNOWN TO OR CONTROLLED OR SUPERVISED BY XMTP AND MAY NOT BE REVIEWED, VERIFIED, APPROVED, OR MONITORED BY XMTP BEFORE OR AFTER THEY OCCUR. YOU AGREE THAT AS BETWEEN XMTP AND YOU, YOU ARE SOLELY RESPONSIBLE FOR THE USE OF ANY AGENT IN CONNECTION WITH ANY CHATROOM IN WHICH YOU PARTICIPATE, INCLUDING ANY AND ALL ACTIONS OR OMISSIONS OF ANY AGENT, WHETHER OR NOT EXPRESSLY AUTHORIZED OR RATIFIED BY YOU AND WHETHER OR NOT SUCH ACTIONS OR OMISSIONS WERE WITHIN OR OUTSIDE THE SCOPE OF ANY PERMISSIONS YOU GRANTED.

THE AGREEMENT IS SUBJECT TO CHANGE BY XMTP IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 16.6 (AGREEMENT UPDATES).

1. USE OF THE SERVICE. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and XMTP, your right to access and use the Service, in whole or in part, is subject to this Agreement.

1.1 Convos App. The Convos App is a consumer mobile messaging application through which Users may send and receive messages, participate in group messaging threads, summon and interact with AI-powered conversational agents, and use related features of the Service. Group messaging threads within the Convos App take the form of Chatrooms in which one or more human participants and, if created, one or more Agents may participate. You acknowledge and agree that, within any Chatroom, you may interact with a human and/or an Agent, and you (and XMTP) may not be able to identify whether such chat participant is a human or an Agent. Chatrooms are designed for small-group use and are not intended for large-scale or mass communications. Users may query the Service to create an Agent for use within a Chatroom and/or Users may invite pre-existing or separately-existing (i.e., outside of the Service) Agents to participate within a Chatroom, and in either case such Agent joins the Chatroom as a participant and may be provisioned with temporary capabilities (such as a temporary email address, web browsing access, or a temporary phone number) to enable it to carry out tasks within that Chatroom. Message history within a Chatroom may be subject to automatic local deletion via the Explode feature (“Explode”). XMTP does not control store, or retain the contents of any messages deleted via the Explode feature, and deleted messages may not be recoverable.

1.2 License to the Convos App. The Convos App and any updates, upgrades, or modifications thereto made available by XMTP from time to time are made available for download through an App Store. Your download and installation of the Convos App is subject to the applicable terms and conditions of the relevant App Store, and you may not download or install the Convos App unless you agree to such terms. Subject to your compliance with this Agreement, XMTP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Convos App solely on a mobile device that you own or control, and solely for your personal, non-commercial use in the manner permitted by this Agreement. You may not copy, modify, distribute, sell, or lease any part of the Convos App, nor may you reverse engineer or attempt to extract the source code of the Convos App, except to the extent that such restriction is expressly prohibited by applicable law. Any rights in the Convos App that are not expressly granted to you under this Agreement are reserved by XMTP. In the event of any conflict between this Agreement and the terms of the applicable App Store with respect to your use of the Convos App, the applicable App Store terms shall control solely with respect to the download and installation of the Convos App.

1.3 Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.4 Use of AI Services. The Service includes, and may enable you to integrate, certain generative artificial intelligence and machine learning services or applications, including, without limitation, third-party large language models and Agents (“AI Services”). Other users who participate in the same Chatroom (“Agent Users”) may also interact with, provide feedback to, and provide text-based instructions, open-source text files, or other text-based inputs, which may supplement or modify the Agent’s default behavior to that Agent (“Agent Skills”). The Agent’s behavior and Output may be affected by all such interactions, including interactions from other Agent Users, and not just by your own information, text, messages, prompts, feedback, instructions, Agent Skills, images, or other materials submitted by any user to the Service or to any Agent within a Chatroom (collectively, “Input”). You may submit Inputs and receive back content, responses, recommendations, actions, results, or other material generated by an Agent or any other AI feature of the Service in response to or as a result of an Input (collectively, “Output”). You acknowledge and agree that Inputs will be shared with the third parties that provide the AI Services and such AI Services may not be required to maintain the confidentiality of any of Your Content. You acknowledge that the Outputs are based on your Inputs and the Inputs of other participants in the Chatroom, and that XMTP has no control over any such Inputs. You are solely responsible for (a) authorizing any Agent actions (“Actions”), (b) setting and updating permissions and access levels for Agents, and (c) reviewing and evaluating Outputs presented by the Agents. Accordingly, XMTP makes no representations or warranties of any kind or nature with respect to any Inputs, Actions or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness, or suitability. Given the probabilistic nature of machine learning and artificial intelligence, you acknowledge that use of the AI Services, including Agents, may in some situations result in inaccurate, incomplete, or misleading Outputs. You, and not XMTP, are solely responsible for your use of Agents, including any of the Outputs and decisions made or actions taken (whether by you or the Agent) based on any Input or Output. This responsibility applies to you whether you are an Agent Initiator (defined below) or an Agent User. You acknowledge and agree that any conduct you engage in as a result of the information provided by an Agent, any other AI Service, or AI-enabled feature or action made available through Third-Party Services (defined below) is at your own risk. You agree that XMTP will not be held liable to you or any third party for or as a result of an Agent (or any other AI-enabled feature made available through XMTP or Third-Party Services) providing inaccurate information to you.

1.5 Agent Skills; Open-Source Inputs.

You acknowledge and agree that: (a) XMTP does not review, screen, validate, or control any Agent Skills provided to any Agent by any User; (b) Agent Skills may cause an Agent to behave in ways that are unexpected, inaccurate, unsafe, or inconsistent with any prior instructions or permissions; (c) you assume all risk associated with any Agent Skills that you provide to any Agent, and all risk associated with any Output generated by an Agent as a result of Agent Skills provided by you or any other participant; and (d) XMTP expressly disclaims all responsibility for an Agent’s behavior, including any behavior resulting from Agent Skills provided by any User.

1.6 Agent Evals; Right to Train Models. XMTP conducts and may permit third parties to conduct automated evaluations (“Evals”) in which one or more AI models may assess the quality of another Agent’s Output for any lawful purpose, including to monitor and improve Agent performance within the Service. You grant XMTP and any third party designated by XMTP a perpetual, irrevocable, and sublicensable right to use your Inputs, Outputs, feedback, and other interactions with the Service for any lawful purpose, including to train, fine-tune, develop, or otherwise improve AI and machine learning models and related technology, including for use in the Service and XMTP’s and any third party’s other products and services.

1.7 Beta Services. The Services may include certain trial or beta products, features, or services, (“Beta Services”). Subject to your ongoing compliance with this Agreement, XMTP may permit you to access such Beta Services offered by XMTP from time to time. In order to access such Beta Services, you may be required to provide XMTP with certain information related to your use of the Beta Services. The decision to permit any user to use any Beta Services is made in XMTP’s sole discretion. You acknowledge that any Beta Services are in a beta stage of development, and you use any Beta Services at your own risk. If you are given access to Beta Services, you agree to provide Feedback (defined below) to XMTP concerning the functionality and performance of the Beta Services from time to time as reasonably requested by XMTP, including, without limitation, identifying potential errors and improvements.

1.8 Updates. XMTP may require you to install updates to the Convos App that you have installed on the devices through which you access or use the Service (“Device”). You acknowledge and agree that XMTP may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

1.9 Mobile Application; Third-Party Application Stores. With respect to the Convos App accessed through or downloaded from the Apple App Store or Google Play Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (a) on an Apple-branded product that runs iOS and (b) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. With respect to the Convos App if accessed through or downloaded from the Google Play Store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Convos App on a shared basis within your designated family group. This Agreement is between you and XMTP, not Google LLC. Google has no obligation to furnish maintenance or support services for the Google Play Sourced Application.

1.10 Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

1.11 XMTP Communications. You may have the opportunity to provide XMTP with your email address. By providing your email address to us, you consent to receive email communications from XMTP. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself.

2. REGISTRATION.

2.1 Registering Your Account.

To access certain features of the Service, you may be required to register an Account. The method of Account registration may vary depending on the features and functionality made available by XMTP from time to time, and may include, without limitation, registration via a unique device-generated cryptographic identifier (including any decentralized identifier (DID) or cryptographic key pair) generated on your Device, through which a User establishes their identity and conducts communications on the XMTP Protocol (“Cryptographic Identity” or “Account”), registration via email address or phone number, or such other methods as XMTP may make available in its sole discretion. You may initiate and join Chatrooms via QR code scanning, tap-to-connect, airdrop, or other method permitted by XMTP using your Account. You are solely responsible for the security and custody of your Account credentials, Cryptographic Identity, and your Device. XMTP cannot recover your Cryptographic Identity if lost and cannot grant you access to prior Chatrooms or messages if you lose your Device or your Cryptographic Identity. You expressly acknowledge and agree that XMTP has no liability for any loss of access to the Service, Chatrooms, or message history resulting from loss or compromise of your Account, Cryptographic Identity, or Device.

2.2 Registration Data. To the extent XMTP requires you to provide information in connection with the registration or maintenance of your Account, you agree to (a) provide true, accurate, current, and complete information about yourself as may be prompted by the Service from time to time (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You acknowledge and agree that XMTP’s obligation to provide you with any Service may be conditioned on the Registration Data being accurate and complete at all times during the term of this Agreement. If you provide any information that is untrue, inaccurate, not current, or incomplete, or XMTP has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, XMTP has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof).

2.3 Optional Registration for Billing.

If you choose to purchase units of value within the Service to cause an Agent to take actions within a Chatroom (“Credits”), you may be required to provide personal information to facilitate payment processing. Any such information is governed by our Privacy Policy. You represent that any information you provide in connection with such purchases is true, accurate, and current.

2.4 No Custody of Credentials; Agent-Mediated Access to External Services. The Service may enable Agents to interact with external third-party services (such as email, calendar, web browsing, or productivity applications) on your behalf, where you have directed and authorized such interactions through the Service. You acknowledge and agree that:

2.5 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of XMTP. XMTP reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days, and, in such event, you shall not be entitled to any refund. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You are responsible for any use of your credit card or other payment instrument by minors. You may not share your Account credentials, billing information, or access to your Cryptographic Identity with any unauthorized third party. You agree to notify XMTP immediately of any known or suspected unauthorized use of your Account or Cryptographic Identity, or any other breach of security affecting your Account or device. If you provide any information that is untrue, inaccurate, incomplete or not current, or XMTP has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, XMTP has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not create more than one billing account at any given time. XMTP reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by XMTP, or if you have been previously banned from any of the Service.

2.6 Necessary Equipment and Software. You must provide all Devices and other equipment or software necessary to access or use the Service. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.

3. CONTENT.

3.1 Types of Content. Subject to your compliance with this Agreement, you may be able to share or upload any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (“Content”) through the Service, including by way of your Inputs. You, and not XMTP, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Service. When you make available any Input on or to the Service, you represent that you own and/or have sufficient rights to use such Input in connection with the Service, including to grant the license set forth in Section 3.3 (License to Your Content). In response to any prompts, comments, questions, and other Input that you provide to the Service, the Service, together with AI Services may generate new Output. You acknowledge that the Outputs are based on your Inputs and your Agent’s Actions, and that XMTP has no control over any such Inputs or Actions. Accordingly, all Outputs and Actions are provided “as is” and with “all faults”, and XMTP makes no representations or warranties of any kind or nature with respect to any Inputs, Outputs, or Actions, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of your Outputs created through the Service, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party. You are solely responsible for reviewing any Output prior to its use and exercising your own judgement as to its suitability for use.

3.2 Ownership of Content. XMTP does not claim ownership of any Inputs, Outputs, or other Content made available by you to the Services (collectively, “Your Content”). Subject to Section 3.3 (License to Your Content), as between XMTP and you, and to the extent you can own Output under applicable law, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of artificial intelligence which powers the Service, you acknowledge that: (a) Output may not be unique across users and the Service may generate the same or similar output for another user under similar terms and you do not have any right, title or interest in or to any output provided to other users, regardless of the level or degree of similarity with the Outputs; (b) XMTP does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law; and (c) XMTP does not guarantee that you will exclusively own or have all necessary rights to the Output for your intended purposes, or that the Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.

3.3 License to Your Content. You acknowledge that the Service utilizes certain artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects and events, and that such recognition is developed over time based on your use of the Service, Your Content. Subject to any applicable Account settings that may be made available to you, you grant XMTP a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from (a) Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users (including after you cease use of the Service or terminate this Agreement), and (b) Output for any purpose. Without limiting the foregoing, You acknowledge that Your Content may be used by XMTP, or third-party providers of the AI Services, to train, develop, enhance, evolve and improve the Service and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), as well as for marketing and promotional purposes.

3.4 Responsible Use of AI Services. You shall comply with all obligations and commitments in the Agreement with respect to Your Content in connection with your use of the AI Services. You are solely responsible for the Inputs, the Output, and your use thereof. Without limiting the disclaimers in this Agreement, you are responsible for reviewing any Output prior to use and exercising your own judgement as to its suitability for use. Without limiting the foregoing and your representations and warranties under the Agreement, you shall not submit any Inputs that violate any of the restrictions on Inputs set forth in Section 10.4 of this Agreement. XMTP reserves the right to suspend or terminate your access to the AI Services for any failure by you to comply with this Section. In addition to the foregoing, your obligations under the Agreement with respect to use of the Service, your representations and warranties and indemnification obligations, shall apply in full with respect to your use of the AI Services. You acknowledge and agree that, notwithstanding the automated suggestions provided by the AI Services, you remain solely responsible for the content, legality, accuracy, and completeness of the Output, and any use thereof.

3.5 Acceptable Use Policy. By accessing or using the Service, you agree to comply with this Acceptable Use Policy. You agree not to:

3.6 Responsibility for User Content. Users of the Service, including other Agent Initiators and Agent Users, not XMTP, are responsible for the content and materials they make available through the Service, including within Chatrooms (“User Content”). XMTP has no obligation to store Your Content and no responsibility or liability for deletion, inaccuracy, failure to store, failure to deliver, or failure to transmit any User Content or other communications. You acknowledge that messages deleted via the Explode feature may be permanently and irrecoverably deleted from your Device, and XMTP bears no liability for any such loss. You interact with other Users, Agent Initiators, Agent Users, and Agents directly and at your sole risk. XMTP is not a party to and bears no responsibility for disputes, claims, or interactions between users or between users and Agents through the Service.

3.7 License Grant to Other Users. By making Your Content available within a Chatroom through the Service, you grant each other participant in that Chatroom a non-exclusive license to access Your Content through the Service and to use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Service and this Agreement.

3.8 Restrictions on User Content. You may not make available User Content or take actions through the Service that: (i) create a risk of or glorify harm or violence to any person or group; (ii) discriminate against, harass, or demean any person; (iii) contain pornographic or sexually explicit material; (iv) seek to harm or exploit minors; (v) constitute, encourage, or facilitate criminal activity or infringement of any third party’s rights; (vi) solicit personal information from other users without their consent; (vii) you do not have the right to make available under applicable law or contractual obligation; (viii) impersonate any person or entity in a deceptive manner; (ix) violate applicable law, including any applicable securities laws; (x) are otherwise unlawful, offensive, or objectionable; or (xi) violate the Acceptable Use Policy.

3.9 License Termination. The licenses granted in Section 3.7 will terminate within a commercially reasonable time after you remove or delete Your Content from the Service. However, in certain cases, including where Your Content has been shared by other participants in the relevant Chatroom or accessed by such participants through the Service prior to removal, some licenses may continue as necessary to allow such content to continue to be displayed, distributed, or made available within that Chatroom.

4. OWNERSHIP.

4.1 The Service. Except with respect to Your Content, you agree that XMTP and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, audiovisual effects, methods of operation, moral rights, documentation, and the Convos App) and all improvements, enhancements and updates made thereto. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

4.2 Performance Data. XMTP may monitor your use of the Service and may collect and compile general performance and usage data about the Service, including metadata (such as logs, task types, completion rates, and Agent success metrics) and screenshots of the Agent performing Actions (“Performance Data”). As between you and XMTP, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by XMTP. XMTP may use Performance Data to operate, improve, analyze, and support the Service and for other lawful business purposes. Please review our Privacy Policy for more information on how we collect and utilize Performance Data collected from your use of the Service.

4.3 Trademarks. XMTP’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of XMTP and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

4.4 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit XMTP to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

4.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to XMTP regardless of how submitted (“Feedback”) is at your own risk and that XMTP has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to XMTP a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or XMTP’s business.

5. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (b) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (c) use any metatags or other “hidden text” using XMTP’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (g) impersonate any person or entity, including any employee or representative of XMTP; or (h) interfere with or attempt to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service. You may not post or make available a photograph of another person without that person’s permission. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by XMTP pursuant to this Agreement.

6. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. XMTP may, but is not obligated to investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that, with respect to data that XMTP has technical access to, including account data, billing information, and Performance Data, you have no expectation of privacy. XMTP does not have technical access to the content of your encrypted messages transmitted through the XMTP Protocol, as described in Section 10.6.

Without limiting the foregoing, XMTP reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for XMTP; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if XMTP otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, XMTP, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

If XMTP believes that criminal activity has occurred, XMTP reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, to the extent in XMTP’s possession or control (which, for the avoidance of doubt, does not include the content of messages transmitted through the XMTP Protocol) in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of XMTP, its users or the public, and all enforcement or other government officials, as XMTP in its sole discretion believes to be necessary or appropriate.

7. THIRD-PARTY SERVICES.

7.1 Third-Party Services. The Service may enable access to third-party services, sites, technology applications, or resources, including AI Services, Agents, and the XMTP Protocol (“Third-Party Services”), which may be subject to separate terms and policies. Third-Party Services that link to other websites are provided solely as a convenience to you. Any integration or inclusion of any Third-Party Service does not imply endorsement or recommendation by XMTP. XMTP does not control and is not responsible for any Third-Party Services, including their availability, content, accuracy, or privacy practices. You acknowledge you are solely responsible for any losses, costs, risks, or disputes arising from your use of Third-Party Services, and any dealings with third parties are solely between you and the applicable third party. XMTP disclaims all liability for any loss or damage arising from or related to your use of or reliance on Third-Party Services.

7.2 Onchain Transactions; No Financial Services. Certain Agents available through the Service may be provisioned with tools that enable them to interact with blockchain networks, execute onchain transactions, or interface with decentralized finance protocols at your direction (“Onchain Capabilities”). These Onchain Capabilities may include, without limitation, tools that facilitate token swaps, digital asset transfers, or other blockchain-based actions. You acknowledge and agree that:

8. FEES AND PURCHASE TERMS. XMTP may charge Fees (defined below) for the Service. XMTP reserves the right to change such Fees in the future upon prior written notice to you, including as a condition to your further access to or use of the Service.

8.1 Third-Party Service Provider. With respect to any Fees XMTP charges for the Service, XMTP may use a third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You hereby consent and authorize XMTP to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider may use various fraud prevention protocols and industry standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

8.2 Credits. The Service operates in part on a credit-based system. Users may purchase Credits within the Convos App through the applicable Third-Party Service Provider and/or through in-app purchase mechanisms on the applicable App Store. The User (“Agent Initiator”) who initially incorporates an Agent into a Chatroom (regardless of whether such Agent is developed by or on behalf of XMTP or originated outside of XMTP) is responsible for the Credits consumed by that Agent, including Credits consumed in connection with interactions with Agent Users participating in that Chatroom. Credits have no monetary value, cannot be redeemed or exchanged for cash or cash equivalents, are not a financial instrument, do not constitute stored value, and are not subject to any state or federal money transmission law. Credits are deducted from your balance at the time of transmission of your message, prompt, or instruction to an Agent, regardless of whether a response is successfully delivered, completed, or received. XMTP is not responsible for Credits consumed in connection with failed, incomplete, or undelivered transmissions resulting from network disruptions, node unavailability, Agent errors, or any other cause. Credits purchased through an App Store are subject to the applicable App Store’s own refund and purchase policies. XMTP does not process refunds for Credits that have been transmitted to the network, regardless of the outcome of the associated Agent action or message delivery.

8.3 Payment. With respect to any Fees XMTP charges for the Service, you shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time any Fees are due and payable. By providing XMTP and/or our Third-Party Service Provider with your payment information, you agree that XMTP and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to XMTP hereunder and that no additional notice or consent is required. You shall immediately notify XMTP of any change in your payment information to maintain its completeness and accuracy. XMTP reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to XMTP and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

8.4 Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. XMTP reserves the right to change the timing of our billing. XMTP reserves the right to change the Subscription pricing at any time in accordance with Section 16.6 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, XMTP will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account (if applicable). If you do not agree with such changes, you may cancel your Subscription as set forth in Section 8.4(a)(i) (Cancelling Subscriptions Purchased via XMTP).

8.5 Taxes. The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If XMTP determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, XMTP shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to XMTP, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify XMTP for any liability or expense XMTP may incur in connection with such Sales Taxes. Upon XMTP’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

9. INDEMNIFICATION. You shall indemnify and hold harmless XMTP, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “XMTP Party” and collectively, the “XMTP Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content, including any use of the Output by you; (b) your use of, or inability to use, the Service; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any user; or (e) your violation of any applicable laws, rules or regulations; (f) any Actions taken or not taken by any Agent that you brought into a Chatroom as an Agent Initiator, whether or not such Actions were expressly authorized or directed by you, and whether or not such Actions were taken in connection with interactions from other Agent Users in the same Chatroom; (g) any loss, liability, or claim arising from Sensitive Information (as defined in Section 10.5) that you provided to any Agent, including any unauthorized charges, transactions, or access to accounts resulting therefrom; and (h) as an Agent Initiator, any claims by any Agent User arising from their interaction with an Agent that you permitted to participate in a Chatroom, to the extent such claims arise from the configuration, Agent Skills, or permissions you established for that Agent. XMTP reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with XMTP in asserting any available defenses. This provision does not require you to indemnify any of the XMTP Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

10. DISCLAIMER OF WARRANTIES.

10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE XMTP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE OR YOUR CONTENT.

10.2 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE XMTP PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE XMTP PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF ECONOMIC DAMAGE FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. XMTP MAKES NO WARRANTY THAT THE SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. XMTP MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE.

10.3 Artificial Intelligence. YOU ACKNOWLEDGE THAT THE SERVICE LEVERAGES CERTAIN ARTIFICIAL INTELLIGENCE FEATURES AND FUNCTIONS AND THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD. THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THE SERVICE MAY TAKE ACTIONS THAT YOU DID NOT INTEND (INCLUDING DUE TO HALLUCINATIONS) OR OTHERWISE NOT ALWAYS PRODUCE ACCURATE OR INTENDED RESULTS. AS SUCH, YOU ACKNOWLEDGE THAT NO WARRANTIES ARE MADE BY US WITH RESPECT TO THE SPECIFIC RESULTS OF THE SERVICE OR ANY ACTIONS TAKEN BY YOUR AGENT. THE AGENT MAY HALLUCINATE AND MAY NOT CARRY OUT OR PERFORM YOUR INSTRUCTIONS ACCURATELY. THE AGENT MAY MISINTERPRET YOUR INSTRUCTIONS OR FAIL TO ACT UPON YOUR INSTRUCTIONS IN A TIMELY MANNER. XMTP HAS NO OBLIGATION TO MONITOR, SUPERVISE, REVIEW, VERIFY, CORRECT, OR INTERVENE IN ANY INPUTS, ACTIONS, TRANSACTIONS, OR OTHER OUTPUTS OF THE AGENT, WHETHER BEFORE OR AFTER EXECUTION. XMTP IS NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY AGENT, EVEN IF SUCH ACTIONS EXCEED THE SCOPE OF YOUR DIRECTIVE. XMTP DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICE OR OUTPUT WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. THE ABILITY OF AGENTS TO CONTRACT ON BEHALF OF PRINCIPALS IS NOT SETTLED LAW AND CONTRACTS ENTERED INTO BY YOUR AGENT MAY NOT BE BINDING. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE AND ANY OUTPUT COMPLIES WITH ALL APPLICABLE LAWS.

10.4 Agent Accuracy Warning; Content Disclaimer. You are solely responsible for all Inputs you provide to Agents, for all Outputs generated in connection with your Inputs, and for all uses you make of such Outputs. You must review all Outputs prior to use and exercise your own independent judgment as to their suitability for your purposes. You remain solely responsible for the content, legality, accuracy, and completeness of your Inputs and any Outputs you choose to use, notwithstanding any automated suggestions or results from Agents.

10.5 User Responsibility for Information Provided to Agents. If you provide any Agent with any personal, financial, medical, legal account, or other sensitive information, including without limitation credit card numbers, debit card numbers, bank account information, login credentials, passwords, government identification numbers, health information, or any other information that could be used to access accounts, make purchases, or take actions on your behalf (collectively, “Sensitive Information”), you acknowledge and agree that (a) you do so entirely at your own risk; (b) XMTP is not responsible for, and expressly disclaims all liability for, any access to, use of, misuse of, disclosure of, unauthorized transaction involving, or other action or inaction in connection with such Sensitive Information by any Agent, by any Agent Initiator who configured or created the Agent you are using, by any other Agent User in a shared Chatroom, by any third party that gains access to such Sensitive Information through or in connection with any Agent, or otherwise; (c) you are solely responsible for any and all charges, transactions, debts, obligations, losses, or liabilities incurred or arising in connection with the use or misuse of any Sensitive Information you provide to an Agent, including without limitation any unauthorized charges to any credit card, debit card, or bank account; (d) XMTP does not guarantee and is not responsible for the security of Sensitive Information once provided to an Agent; and (e) you will exercise independent judgment and caution before providing any Sensitive Information to an Agent and are solely responsible for the consequences of doing so.

10.6 Agent Skills Disclaimer. AGENT SKILLS ARE USER-GENERATED INPUTS PROVIDED BY USERS TO AGENTS WITHIN A CHATROOM. AGENT SKILLS ARE NOT DEVELOPED, PROVIDED, REVIEWED, TESTED, ENDORSED, OR VERIFIED BY XMTP. USERS MAY SOURCE AGENT SKILLS FROM ANY LOCATION, INCLUDING THIRD-PARTY WEBSITES, OPEN-SOURCE REPOSITORIES, OR OTHER EXTERNAL SOURCES, AND MAY PROVIDE ANY AGENT SKILL TO ANY AGENT WITHIN A CHATROOM AT THEIR SOLE DISCRETION AND RISK. YOU ACKNOWLEDGE AND AGREE THAT: (a) XMTP HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, ANY AGENT SKILL PROVIDED BY ANY USER TO ANY AGENT, REGARDLESS OF THE SOURCE FROM WHICH SUCH AGENT SKILL WAS OBTAINED; (b) AGENT SKILLS MAY CAUSE AN AGENT TO TAKE ACTIONS THAT RESULT IN FINANCIAL LOSS, UNAUTHORIZED TRANSACTIONS, UNAUTHORIZED ACCESS TO ACCOUNTS, EXHAUSTION OF CREDITS OR FUNDS, OR OTHER HARM TO YOU OR THIRD PARTIES; (c) THE XMTP PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, CHARGES, UNAUTHORIZED TRANSACTIONS, OR OTHER LIABILITIES OF ANY KIND ARISING FROM OR RELATED TO ANY AGENT SKILL PROVIDED BY YOU OR ANY OTHER USER TO ANY AGENT, INCLUDING WITHOUT LIMITATION ANY CHARGES TO ANY CREDIT CARD, DEBIT CARD, BANK ACCOUNT, OR OTHER FINANCIAL INSTRUMENT RESULTING FROM AN AGENT’S EXECUTION OF AN AGENT SKILL; (d) YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, EVALUATING, AND UNDERSTANDING ANY AGENT SKILL BEFORE PROVIDING IT TO AN AGENT, AND FOR ALL CONSEQUENCES OF ANY AGENT SKILL YOU PROVIDE; AND (e) IF YOU PARTICIPATE IN A CHATROOM IN WHICH ANOTHER USER HAS PROVIDED AGENT SKILLS TO AN AGENT, YOU ASSUME ALL RISK ASSOCIATED WITH ANY OUTPUT OR ACTION TAKEN BY THAT AGENT AS A RESULT OF SUCH AGENT SKILLS. THE FOREGOING DISCLAIMERS APPLY TO ALL AGENT SKILLS REGARDLESS OF WHETHER SUCH AGENT SKILLS WERE OBTAINED FROM A THIRD-PARTY SOURCE, CREATED BY THE USER, OR OTHERWISE MADE AVAILABLE TO THE AGENT.

10.7 XMTP Protocol Disclaimer. The Service transmits messages and other data through the XMTP Protocol, which is a permissionless protocol operated by independent third-party node operators who are not under the control, direction, or supervision of XMTP. You acknowledge and agree that: (a) XMTP is not responsible for the availability, reliability, latency, security, or performance of the XMTP Protocol; (b) XMTP is not responsible for any message delivery failures, message loss, network latency, protocol-level exploits, or node-level failures occurring on or within the XMTP Protocol; (c) the nature of the XMTP Protocol means that XMTP does not have the technical ability to intercept, access, delete, or modify messages transmitted through the XMTP Protocol; (d) XMTP makes no representations or warranties regarding the XMTP Protocol and disclaims all liability for any harm arising from its use, availability, or failure; (e) because all messages transmitted through the XMTP Protocol processed by independent third-party node operators, XMTP has no technical ability to monitor, scan, filter, intercept, or moderate the content of messages transmitted through the Service. XMTP Labs assumes no responsibility for any illegal, harmful, infringing, defamatory, or objectionable content transmitted by any user through the Service; (f) all content liability remains with the User who transmitted the content; and (g) XMTP makes no representations or warranties regarding the uptime, availability, continuity, or reliability of the XMTP Protocol. XMTP does not guarantee that the XMTP Protocol will be available at any given time or that messages will be delivered successfully.

11. LIMITATION OF LIABILITY.

11.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE XMTP PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, IN EACH CASE WHETHER OR NOT ANY XMTP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICE; (b) ANY DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (e) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF AN XMTP PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN XMTP PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN XMTP PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE XMTP PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO XMTP BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF AN XMTP PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN XMTP PARTY’S NEGLIGENCE; OR (ii) ANY INJURY CAUSED BY AN XMTP PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.3 Your Content. XMTP ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN XMTP AND YOU.

12. COPYRIGHT AND INTELLECTUAL PROPERTY INFRINGEMENT PROCEDURE (DMCA). XMTP reserves the right to terminate access for any User who repeatedly infringes copyright upon prompt notification to XMTP by the respective copyright owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for XMTP’s designated agent for notice of claims of copyright infringement is as follows:

XMTP Labs, Inc. Attn: DMCA Agent, 2810 N Church St. PMB 98201 Wilmington, Delaware 19802-4447, [email protected].

13. TERM AND TERMINATION.

13.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

13.2 Termination of Service by XMTP. If you have materially breached any provision of this Agreement, or if XMTP is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), XMTP has the right to, immediately and without notice, suspend or terminate any Service provided to you. XMTP reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in XMTP’s sole discretion and that XMTP shall not be liable to you or any third party for any termination of your Account.

13.3 Termination by You. If you want to terminate this Agreement, you may do so by (a) notifying XMTP at any time and (b) closing your Account through the Service. Your notice should be sent, in writing, to XMTP’s address set forth below. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 8.4(a) (AUTOMATIC RENEWAL), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 8.4(a) (AUTOMATIC RENEWAL).

13.4 Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete any account metadata, billing records, and Performance Data associated with your Account from our systems. If we terminate your Account for cause, we may also bar your further use or access to the Service. XMTP will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

13.5 No Subsequent Registration. If this Agreement is terminated for cause by XMTP or if your Account or ability to access the Service is discontinued by XMTP due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

14. INTERNATIONAL USERS. The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that XMTP intends to announce such service or Content in your country. The Service is controlled and offered by XMTP from its facilities in the United States of America. XMTP makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

15. ARBITRATION AGREEMENT.

15.1 Applicability of Arbitration Agreement. Subject to the terms of this Section 15 (“Arbitration Agreement”), you and XMTP agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Service, any communications you receive, anything sold or distributed through the Service, or this Terms of Use or prior versions of this Terms of Use (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and XMTP may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or XMTP may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to these Terms of Use but that arose or involve facts occurring before the existence of this or any prior versions of the Terms of Use as well as claims that may arise after the termination of these Terms of Use.

15.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and XMTP. If that occurs, XMTP is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and XMTP agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and XMTP agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to XMTP should be sent by email or regular mail to the addresses set forth in Section 16.15. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. XMTP will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a XMTP representative).

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

15.3 Waiver of Jury Trial. YOU AND XMTP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and XMTP are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the Section 15.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.4 Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 15.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and XMTP agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This Section 15.4 does not prevent you or XMTP from participating in a class-wide or mass settlement of claims.

15.5 Rules and Forum. The Terms of Use evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and XMTP agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to XMTP should be sent by email or regular mail to the addresses set forth in Section 16.15. XMTP will provide the Demand to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).

Unless you and XMTP otherwise agree, or the Batch Arbitration process discussed in Section 15.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in Wilmington, Delaware. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).

You and XMTP agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and XMTP agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

15.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 15.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

15.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding Section 15.4 including any claim that all or part of Section 15.4 is unenforceable, illegal, void or voidable, or that such Section 15.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

15.8 Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or XMTP need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.

15.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and XMTP agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against XMTP by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by XMTP.

You and XMTP agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

15.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address set forth in Section 16.15, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your XMTP account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any Opt-Out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or XMTP’s rights. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

15.11 Invalidity, Expiration. Except as provided in Section 15.4, if any part or parts of this Arbitration Agreement (other than Section 15.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 15.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the San Francisco, California. You further agree that any Dispute that you have with XMTP as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

15.12 Modification. You and we agree that XMTP retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Services and you should check for updates regularly. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if XMTP makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Service, including the acceptance of products and services offered through the Service following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms of Use with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. XMTP will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Use.

16. GENERAL PROVISIONS.

16.1 Electronic Communications. The communications between you and XMTP may take place via electronic means, whether you visit the Service or send XMTP emails, or whether XMTP posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from XMTP in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that XMTP electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

16.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without XMTP’s prior written consent. XMTP may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.3 Force Majeure. XMTP shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at the email address set forth in Section 16.15. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.5 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16.6 Agreement Updates. When changes are made, XMTP will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. XMTP may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

16.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and XMTP agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California.

16.8 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

16.9 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

16.10 Notice. Where XMTP requires that you provide an email address, you are responsible for providing XMTP with a valid and current email address. In the event that the email address you provide to XMTP is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, XMTP’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to XMTP at the address provided in Section 16.15. Such notice shall be deemed given when received by XMTP by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.12 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

16.13 Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by XMTP are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer XMTP products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16.14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

16.15 Contact Information.

Email: [email protected]

Mailing Address: 2810 N Church St. PMB 98201 Wilmington, Delaware 19802-4447

By using Convos, you agree to these terms and use. If you do not agree to these terms, you may not use the app.

Convos App Privacy Policy

Last updated: June 16, 2026

This Privacy Policy describes how XMTP Labs, Inc. (“XMTP”, “we”, “us” or “our”) processes personal information that we collect through our mobile application known as “Convos,” as well as any other digital and online properties or services that link to this Privacy Policy, and our marketing activities, live events, and other activities described in this Privacy Policy (collectively, the “Service”).

References to “agent” mean artificial intelligence agents that you bring to the Service, that are made available to you in the Service, or that you may encounter in the Service (such as Convos-hosted agents or those participating on behalf of other users).

This Privacy Policy does not apply to XMTP Protocol offerings or third-party offerings built on XMTP protocol, including products offered to enterprise customers or other third-party partners, which are instead governed by our contract with those third parties. If you have questions about the processing of your personal information in connection with an XMTP offering made available to an enterprise customer, please direct your concerns to the relevant enterprise.

NOTICE TO EUROPEAN USERS: Please see the Notice to European Users section below for additional information for individuals located in the European Economic Area or United Kingdom (which we refer to as “Europe”, and “European” should be understood accordingly).

Table of Contents

• Personal information we collect
• How we use your personal information
• How we share your personal information
• Your choices
• Other sites and services
• Security
• International data transfers
• Children and teens
• Changes to this Privacy Policy
• How to contact us
• Notice to European users

Personal information we collect

Information you provide to us. Providing personal information is not required for you to access the Convos app. You can enjoy the Convos app without ever sharing your personal information. You will always have a randomly generated user ID assigned to you, but the app is available to users without the need to register an account that links to your name or email address. You decide how much, and what, information you share with your agent and participants in a group chat (humans or other users’ agents).

To the extent you choose to provide personal information to us or the Service, such personal information may include:

• Contact and identity data, such as your first and last name, alias, signature, salutation, email address, billing and mailing addresses, and phone number. We may also collect or generate indirect identifiers.
• Demographic data, such as your city, state, country of residence, postal code, gender, physical characteristics, income or income range, economic standing, and age.
• Profile data, such as account name, the username and password that you may set to establish an account on the Service, your user ID, links to your profile or a Convo you host on social media networks, interests, avatar, photograph or picture, preferences, and any other information that you add to your profile.
• User-generated content, such as any communications you send to other users through the Service as well as your comments, questions, relationships to others, messages, photos, images, music, videos, works of authorship, and other content or information that you generate, transmit, or otherwise make available on the Service, as well as associated metadata (e.g., how, when, where and by what/whom a piece of content was collected and how that content has been formatted or edited). User-generated content may be sensitive in nature, as we leave it to our users to determine what information is appropriate to share with the Service.
• Transactional data, such as information relating to or needed to complete your subscriptions or orders on or through the Service, including order numbers, subscription tiers, and transaction history.
• Communications data based on our exchanges with you, including when you contact us through the Service, communicate with us via email, phone, chat features, social media, or otherwise.
• Call/video recordings, such as recordings of customer support calls.
• Marketing data, such as your preferences for receiving our marketing communications and details about your engagement with them.
• Other data not specifically listed here, but which you choose to share with the open-text fields of the Service, which we will use as described in this Privacy Policy or as otherwise disclosed at the time of collection.

Data about you we get from our users. Convos allows users to invite their contacts to use the Service, and we may collect contact details about these invitees so we can deliver invitations or introduce them to the Service via a QR code. Please do not invite someone to the Service or share their information with us unless you have their permission to do so.

Third-party sources. We may combine personal information we receive from you with personal information of the kinds identified above that we obtain from other sources, such as:

• Our users, we may obtain your personal information from other Convos users (please see above).
• Service providers that provide services on our behalf or help us operate the Service or our business.
• Marketing partners, such as joint marketing partners and ad networks.
• Partners, such as joint marketing partners and event co-sponsors.
• Ad networks.
• Data analytics providers.
• Social media platforms.

Automatic data collection. We, our service providers, and our advertising partners may automatically log information about you, your computer or mobile device, and your interaction over time with the Service, our communications and other online services, such as:

• Device data, such as your computer or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., Wi-Fi, LTE, 3G), and general location information such as city, state or geographic area.
• Location data, which will be approximate (for example, as inferred from network data or device settings).
• Communication interaction data such as your interactions with our email, text, chat or other communications (e.g., whether you open and/or forward emails) – we may do this through use of pixel tags (which are also known as clear GIFs), which may be embedded invisibly in our emails enabling us to detect if you have opened or forwarded a message.
• Online activity data, such as pages or screens you viewed, search history, how long you spent on a page or screen, the website you visited before browsing to the Service, navigation paths between pages or screens, information about your activity on a page or screen, access times and duration of access, and whether you have opened our emails or clicked links within them.
• Cookies. Some of our automatic data collection is facilitated by cookies and similar technologies. For more information, see our Cookie Policy. We will also store a record of your preferences in respect of the use of these technologies in connection with the Service.

How we use your personal information

We may use your personal information for the following purposes or as otherwise described at the time of collection:

Service delivery and operations. We may use your personal information to:

• provide and operate the Service (including to process your requests, invitations, orders and transactions);
• establish and maintain your user profile on the Service;
• enable security features of the Service, such as authentication or remembering devices from which you have previously logged in;
• communicate with you about the Service, including by sending Service-related announcements, updates, security alerts, and support and administrative messages;
• provide support for the Service, and respond to your questions and feedback.

Service personalization. We may use your personal information to personalize the Service for you, which may include using your personal information to:

• personalize your experience with the Service and our Service-related communications; and
• remember your selections and preferences as you navigate the Service.

Research and development. We may use your personal information for research and development purposes, including to analyze and improve the Service and our business and develop new products and services, including to train our AI. When you interact with an AI agent in a Convo, the AI agent inevitably ingests your communications and improves based on those interactions. Additionally, we may build our own AI models or agents, and we may use communications from Convos as part of the training data. When training our own AI models or agents, we take steps to remove personal information from the content, although the process of identifying personal information is not 100% accurate.

Marketing and advertising. We and our third-party advertising partners may collect and use your personal information for marketing and advertising purposes:

• Direct marketing. We may send you direct marketing communications and may personalize these messages based on your needs and interests. You may opt out of our marketing communications as described in the Opt-out of marketing section.
• Interest-based advertising. We and our third-party advertising partners may use cookies, pixels and other technologies to collect information about your interaction (including the data described in the Automatic Data Collection section above) with the Service, our communications and other third party online services over time, and use that information to serve online ads that they think will interest you. This is called interest-based advertising. We may also share information about our users with these companies to facilitate interest-based advertising to those or similar users on other online properties. You can learn more about your choices for limiting interest-based advertising in the Your choices section and in our Cookie Policy.
• Service improvement and analytics. We may use your personal information to analyze your usage of the Service, improve the Service, improve the rest of our business, help us understand user activity on the Service, including which pages are most and least visited and how visitors move around the Service, as well as user interactions with our emails, and to develop new products and services.

Compliance and protection. We may use your personal information to:

• comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas, court orders, investigations or requests from government authorities;
• protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);
• audit our internal processes for compliance with legal and contractual requirements or our internal policies;
• enforce the terms and conditions that govern the Service; and
• prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.

With your consent. In some cases, we may specifically ask for your consent to collect, use, or share your personal information for further purposes, if those purposes are not compatible with the initial purpose for which that personal information was collected.

To create aggregated, de-identified and/or anonymized data. We may create aggregated, de-identified and/or anonymized data from your personal information. We make personal information into de-identified and/or anonymized data by removing information that makes the data identifiable to you. We may use this aggregated, de-identified and/or anonymized data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business. We do not attempt to reidentify deidentified information derived from personal information, except for the purpose of testing whether our deidentification processes comply with applicable law.

Data sharing in the context of corporate events. We may share certain personal information in the context of actual or prospective corporate events – for more information, see the “How we share your personal information” section.

Further uses. In some cases, we may specifically ask for your consent to collect, use or share your personal information for further purposes not set out above, such as when required by law (e.g., if the law requires this where those further purposes are not compatible with the initial purpose for which that personal information was collected).

How we share your personal information

We may share your personal information with the following parties and as otherwise described in this Privacy Policy, in other applicable notices, or at the time of collection.

• Affiliates. In some cases, our corporate parent, subsidiaries, and affiliates might have access to personal information.

• Service providers. Third parties that provide services on our behalf or help us operate the Service or our business (such as hosting, internet service providers, information technology, subscription fulfillment, customer support, online chat functionality, email delivery, marketing, consumer research and website/data analytics).

• Artificial intelligence platforms. You can use the Convos app without sharing your information with any third-party AI provider. Convos is built on the XMTP Protocol, which is designed to support encrypted messaging between participants. Standard user-to-user(s) messaging within Convos remains encrypted. Additional processing of communications may occur when users choose to interact with AI agents or AI-powered experiences, in which cases we share plaintext communications or information with the relevant AI providers.

  Engaging with AI is a core feature of the Convos service. Most AI will come from third parties that we do not control. For example, users can bring their own AI or subscribers can use third-party AI offered through OpenRouter (whose privacy policy is available at openrouter.ai/privacy). OpenRouter can provide subscribers with access to select third-party AI providers and subject to each provider’s terms of use. You should review each provider’s applicable terms of use and privacy policy, which you can find on the OpenRouter site or the websites of the provider. Currently, we allow subscribers to access the following third-party AI providers through OpenRouter, subject to the third party’s terms of use and privacy policy available at:

  • Amazon Bedrock - https://aws.amazon.com/privacy/
  • Anthropic - https://www.anthropic.com/legal/privacy
  • Google - https://policies.google.com/privacy
  • OpenAI - https://openai.com/policies/row-terms-of-use/
  • x.AI - https://groq.com/terms-of-use

  These third-party AI providers have access to your Convos communications to power the Convos experience, from creating a particular agent according to a creator’s instructions to engaging with chat participants. Such access can include your inputs, if you’re the user engaging with the AI provider. Please note that AI participants may not be labeled as AI and you may not be able to identify another user as human or AI. You should only engage in Convos and share information with Convos participants who you know or are comfortable volunteering information to.

  We try to limit subscriber access to third-party AI providers that promise to not train their models on your data; however, subscribers have freedom of choice as to their preferred AI (including bringing their own models to Convos) and we cannot guarantee that third parties will not train AI using your information, nor do we take any steps to prevent such training. Even where an AI provider promises not to train AI on your data, it may retain interaction logs for a reasonable time (e.g., 30 days) for abuse monitoring purposes.

• Advertising partners / ad networks. Third-party advertising companies for the interest-based advertising purposes described above. This may include certain social networks where we use their ad services to display ads to our customers, or other people like them, on social media.

• Third parties designated by you. We may share your personal information with third parties where you have instructed us or provided your consent to do so. When you subscribe to Convos, you are instructing us to share your personal information with OpenRouter and third-party AI providers you choose through their platform.

• Linked third-party services. If you log into the Service with, or otherwise link your Service account to, a social media or other third-party service, we may share your personal information with that third-party service. The third party’s use of the shared information will be governed by its privacy policy and the settings associated with your account on the third-party service.

• Sponsor partners. Third parties with whom we partner, including parties with whom we co-sponsor events or promotions, with whom we jointly offer products or services, or whose products or services may be of interest to you.

• Professional advisors. Professional advisors, such as lawyers, auditors, bankers and insurers, where necessary in the course of the professional services that they render to us.

• Authorities and others. Law enforcement, government authorities, and private parties in litigation, as we believe in good faith to be necessary or appropriate for the Compliance and protection purposes described above.

• Corporate transactions. We may disclose personal information in the context of actual or prospective business transactions (e.g., investments in or financing of XMTP, public stock offerings, the sale, transfer or merger of all or part of our business, assets or shares, liquidation or reorganization). For example, we may need to share certain personal information with prospective counterparties and their advisers. We may disclose your personal information to an acquirer, successor, or assignee of XMTP or a portion of our business assets as part of any merger, acquisition, sale of assets, or similar transaction, and/or in the event of an insolvency, bankruptcy, or receivership in which personal information is transferred to one or more third parties as one of our business assets.

• Other users and the public. Your Profile data and User-generated content may be visible to other users of the Service and the public (depending on whether a Convo in which you participate is designated as publicly available). For example, other users of the Service may have access to your information if you have participated in the same Convo and they will have access to any information that you decide to share in a Convo. This information can be seen, collected and used by others, including being cached, copied, screen captured or stored elsewhere by others (e.g., search engines), and we are not responsible for any such use of this information. Once you publish content, whether in a chat, forum, or Convo, it may be copied and stored on third party systems where you might not have the ability to have it deleted.

Your choices

In this section, we describe the choices available to all users. Users who are located in Europe can find additional information about their rights below in the Notice to European Users.

Access or update your information. You may have the right to access and update personal information we hold about you.

Opt-out of communications. You may opt out of marketing-related emails by following the opt out or unsubscribe instructions at the bottom of the email, or by contacting us. It may take time for your opt-out to be effective. Please note that if you choose to opt out of marketing-related emails, you may continue to receive service-related and other non-marketing emails. You may opt-out of text messages by texting “STOP” in response to a text that you receive or by other reasonable means.

Cookies. For information about cookies employed by the Service and how to control them, see our Cookie Policy.

Training data. As set out in the “How We Use Personal Information” section, we may use chat content and other Service content to train our AI models and for other machine learning purposes. This helps improve the Service and create new products and features. If you are concerned about any first- or third-party AI training on your data, please contact us at [email protected] so we can tailor the information to your user status and relevant Convos.

Shine the Light law opt-out. Under California’s Shine the Light law (California Civil Code Section 1798.83), we give you the right to opt-out of our disclosure of your personal information (as defined by this law) to third parties for their direct marketing purposes. You may send us requests to [email protected]. In your request, you must include the statement “Shine the Light Request," and provide your first and last name and mailing address and certify that you are a California resident. We reserve the right to require additional information to confirm your identity and California residency.

Declining to provide information. We need to collect personal information to provide certain services. If you do not provide the information we identify as required or mandatory, we may not be able to provide those services.

Retention period for personal information. We generally retain personal information to fulfill the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements, to establish or defend legal claims, or for fraud prevention purposes. To determine the appropriate retention period for personal information, we may consider factors such as the length of time we have an ongoing relationship with you and provide services to you; the amount, nature, and sensitivity of the personal information; the potential risk of harm from unauthorized use or disclosure of your personal information; the purposes for which we process your personal information and whether we can achieve those purposes through other means; whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions for a certain period of time before we can delete them); whether retention is advisable in light of our legal position, such as in regard to applicable statutes of limitations, litigation or regulatory investigations; and applicable legal requirements. For example, we will retain your personal information for as long as you keep using our services, and the length of time thereafter during which we may have a legitimate need to reference your personal information to address issues that may arise. When we no longer require the personal information we have collected about you, we may either delete it or de-identify it.

Other sites and services

The Service may contain links to websites, mobile applications, and other online services operated by third parties. In addition, our content may be integrated into web pages or other online services that are not associated with us. These links and integrations are not an endorsement of, or representation that we are affiliated with, any third party. We do not control websites, mobile applications or online services operated by third parties, and we are not responsible for their actions. We encourage you to read the privacy policies of the other websites, mobile applications and online services you use.

Security

We employ technical, organizational and physical safeguards that are designed to protect the personal information we collect. However, security risk is inherent in all Internet and information technologies, and we cannot guarantee the security of your personal information. Additionally, you should take care to keep your username and password private, as sharing that information could jeopardize the confidentiality of your content in the Service.

International data transfer

We are headquartered in the United States and may use service providers that operate in other countries. Your personal information may be transferred to the United States or other locations where privacy laws may not be as protective as those in your state, province, or country. Users in Europe should read the information provided below about the transfer of personal information outside of Europe.

Children and teens

The Service is not intended for use by anyone under 18 years of age. If you are a parent or guardian of a minor from whom you believe we have collected personal information, or if information was provided on your behalf when you were under 18, please contact us. If we learn that we have collected personal information through the Service from a child without the consent of the child’s parent or guardian as required by law, we will comply with applicable legal requirements to delete the information.

Changes to this Privacy Policy

The “LAST UPDATED” legend at the top of this Privacy Policy indicates when this Privacy Policy was last revised. We reserve the right to modify this Privacy Policy at any time. We will notify you by updating the “Last Updated” date. Depending on the kind of change we make, we may also notify you directly or ask for your consent to the change. Any modifications to this Privacy Policy will be effective upon our posting the modified version or as otherwise indicated at the time of posting.

How to contact us

If you have questions about our practices or if you would like to exercise any privacy-related right that may be available to you depending upon applicable law, please contact us.

Email: [email protected]

Address: 2810 N Church St. PMB 98201 Wilmington, DE 19802-4447

Notice to European users

Where this Notice to European users applies. The information provided in this “Notice to European users” section applies to individuals in the United Kingdom and the European Economic Area (i.e., “Europe” as defined at the top of this Privacy Policy), as well as individuals who reside in jurisdictions with laws similar to European data protection laws that apply to your use of the Service and require the following disclosures, in each case solely to the extent required by local law. References to “Europe,” “Europeans,” and “GDPR” should be construed to include these additional jurisdictions, populations, and similar data protection laws.

Controller. XMTP is the controller in respect of the processing of your personal information covered by this Privacy Policy for purposes of European data protection legislation (i.e., the EU GDPR and the so-called UK GDPR (as and where applicable, the “GDPR”)). See the “How to contact us” section above for our contact details.

Personal information. References to “personal information” in this Privacy Policy should be understood to include a reference to “personal data” (as defined in the GDPR) – i.e., information that identifies or can reasonably identify a natural person.

Our legal bases for processing. In respect of each of the purposes for which we use your personal information, applicable law requires us to ensure that we have a “legal basis” for that use.

Our legal bases for processing your personal information described in this Privacy Policy are listed below.

• Where we need to perform a contract we have entered into with you or are about to enter into with you (“Contractual Necessity”).
• Where it is necessary for our legitimate interests and your interests and fundamental rights do not override those interests (“Legitimate Interests”). More detail about the specific legitimate interests pursued in respect of each Purpose we use your personal information for is set out in the table below.
• Where we need to comply with a legal or regulatory obligation (“Compliance with Law”).
• Where we have your specific consent to carry out the processing for the Purpose in question (“Consent”).

We have set out below, in a table format, the legal bases we rely on in respect of the relevant Purposes for which we use your personal information – for more information on these Purposes and the data types involved, see “How we use your personal information.”

No obligation to provide personal information*.* You do not have to provide personal information to us. However, where we need to process your personal information either to comply with applicable law or to deliver our Service to you, and you fail to provide that personal information when requested, we may not be able to provide some or all of our Service to you. Where required to do so by law, we will notify you if this is the case at the time.

No sensitive personal information. We anticipate that you may voluntarily and intentionally share sensitive details in your Convos. If you provide any sensitive information to the Service, you consent to our processing and use of such sensitive information in accordance with this Privacy Policy. If you do not consent to our processing and use of such sensitive information, you must not submit such sensitive information through our Services. We ask that you not directly provide us with any sensitive personal information (e.g., information related to racial or ethnic origin, political opinions, religion or other beliefs, health, biometrics or genetic characteristics, information related to sex life or sexual orientation, trade union membership, or information pertaining to criminal convictions) when you communicate with us, such as IT or customer support communications.

No automated decision-making and profiling. As part of the Service, we do not engage in automated decision-making and/or profiling that produces legal or similarly significant effects.

Your Rights

Rights you may have. Local data protection laws may give you certain rights regarding your personal information in certain circumstances. If you are located in Europe or a jurisdiction with a similar data protection law, you may ask us to take the following actions in relation to your personal information that we hold, in each case as available to you pursuant to your local applicable laws:

• Access. Provide you with information about our processing of your personal information and give you access to your personal information.
• Correct. Update or correct inaccuracies in your personal information.
• Delete. Delete your personal information where there is no good reason for us continuing to process it - you also have the right to ask us to delete or remove your personal information where you have exercised your right to object to processing (see below).
• Transfer. Transfer to you or a third party of your choice a machine-readable copy of your personal information you have provided to us that we process based on Consent or Contractual Necessity.
• Restrict. Restrict the processing of your personal information, for example if you want us to establish its accuracy or the reason for processing it.
• Object. Object to our processing of your personal information where we are relying on Legitimate Interests – you also have the right to object where we process your personal information for direct marketing purposes.
• Withdraw consent. When we use your personal information based on your consent, you have the right to withdraw that consent at any time.

Exercising these rights. You may submit these requests by email to [email protected]. We may request specific information from you to help us confirm your identity and process your request. Whether or not we are required to fulfill any request you make will depend on a number of factors (e.g., why and how we are processing your personal information). If we reject any request you may make (whether in whole or in part) we will let you know our grounds for doing so at the time, subject to any legal restrictions. Typically, you will not have to pay a fee to exercise your rights. However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. We try to respond to all legitimate requests within a month of receipt. It may take us longer than a month if your request is particularly complex or if you have made a number of requests; in this case, we will notify you and keep you updated.

Your right to lodge a complaint with your supervisory authority. In addition to your rights outlined above, if you are not satisfied with our response to a request you make, or how we process your personal information, you can make a complaint to the data protection regulator in your habitual place of residence.

For users in the European Economic Area – the contact information for the data protection regulator in your place of residence can be found here: https://edpb.europa.eu/about-edpb/board/members_en

For users in the UK – the contact information for the UK data protection regulator can be found here: https://ico.org.uk/make-a-complaint/

Data processing outside of Europe or your home country

We are a U.S.-headquartered business and many of our service providers, advisers, partners or other recipients of data are also based in the U.S. This means that, if you use the Service, your personal information will be accessed and processed in the U.S. It may also be provided to recipients in other countries outside Europe.

It is important to note that that the U.S. is not the subject of an “adequacy decision” under the GDPR – basically, this means that the U.S. legal regime is not considered by relevant European bodies to provide an adequate level of protection for personal information, which is equivalent to that provided by relevant European laws.

Where we share your personal information with third parties who are based outside Europe, we try to ensure a similar degree of protection is afforded to it by making sure one of the following mechanisms is implemented:

• Transfers to territories with an adequacy decision. We may transfer your personal information to countries or territories whose laws have been deemed to provide an adequate level of protection for personal information by the European Commission or UK Government (as and where applicable) (from time to time) or under specific adequacy frameworks approved by the European Commission or UK Government (as and where applicable) (from time to time), such as the EU-U.S. Data Privacy Framework or the UK Extension thereto.
• Transfers to territories without an adequacy decision. We may transfer your personal information to countries or territories whose laws have not been deemed to provide such an adequate level of protection (e.g., the U.S., see above). However, in these cases:
  • we may use specific appropriate safeguards, which are designed to give personal information effectively the same protection it has in Europe – for example, standard-form contracts approved by relevant authorities for this purpose; or
  • in limited circumstances, we may rely on an exception, or “derogation”, which permits us to transfer your personal information to such country despite the absence of an “adequacy decision” or “appropriate safeguards” – for example, reliance on your explicit consent to that transfer.

You may contact us if you want further information on the specific mechanism used by us when transferring your personal information out of Europe. You may have the right to receive a copy of the appropriate safeguards under which your personal information is transferred by contacting us at [email protected].