Arena API Developer Preview Terms of Service

Last Updated: October 9, 2026

Welcome, and thank you for your interest in Arena Intelligence, Inc. (“Arena,” “Company,” “we,” “us,” or “our”). These Arena API Developer Preview Terms of Service (these “Terms”) are an agreement between Company and you or the organization, company, or other entity that you represent. These Terms describe the terms and conditions that apply to your access to and use of the Company’s gateway service, application programming interface (“API”), model routing and orchestration functionality, Documentation, and other related documentation, websites, and services (collectively, the “Service”), provided by Company.

BY ACCESSING OR USING THE SERVICE, BY CLICKING “I ACCEPT” (OR SIMILAR), OR BY COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (2) YOU ARE AT LEAST 18 YEARS OLD OR THE LEGAL AGE TO FORM A BINDING CONTRACT; (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 THESE TERMS PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THAT ENTITY. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THESE TERMS WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

PLEASE READ SECTION 18 (ARBITRATION AGREEMENT) CAREFULLY. IT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED, INCLUDING AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 18 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. AS A RESULT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Please review our Privacy Policy for information relating to our collection, use, storage, and disclosure of your personal information in connection with your use of the Service.

1. Service Overview

1.1 Service Description

The Service is a model routing and aggregation platform that enables users to access and interact with third-party generative artificial intelligence models (“Third-Party Models”) via the Service. The Third-Party Models are owned and operated by their respective providers (each, a “Model Provider”). Company acts as an intermediary and does not itself host or operate the Third-Party Models. Company may add, remove, or modify the availability of Third-Party Models on the Service at any time without notice. The Service is provided on a preview basis and Company makes no guarantees regarding uptime, availability, latency, throughput, or model selection.

1.2 Documentation

Company makes technical documentation, integration guides, model listings, usage guidelines, rate limits, and call-volume limits available for the Service (collectively, the “Documentation”), which is incorporated into these Terms by reference. Company may modify the Documentation at any time.

1.3 Arena Router

1.3.1 Routing

The Service includes automated routing and orchestration functionality that may, based on factors such as cost, latency, capacity, availability, quality signals, and task characteristics: select which Third-Party Model or Models will process a given request; and route, sequence, split, retry, cache, or combine requests across Third-Party Models and Model Providers. Routing determinations are made automatically and in Company’s sole discretion, and Company may change its routing logic, weighting, and criteria at any time without notice.

1.3.2 No Model Guarantee

Company does not warrant that any particular request will be processed by any particular Third-Party Model, model version, or Model Provider, or that routing decisions will be optimal for cost, quality, latency, or any other measure. Company will have no liability arising from routing, substitution, sequencing, caching, or orchestration determinations, including any difference in output, price, performance, or data handling that results from them.

1.4 Configuration Responsibility

You are solely responsible for selecting and maintaining the Service configuration appropriate for your use case, including any legal, regulatory, contractual, security, or data-protection requirement applicable to you. If you configure the Service or Output for agentic or automated use, including automatically executing generated code or allowing Output to trigger actions without human review, you assume all risks associated with such use (including system outages, software defects, data loss, and security vulnerabilities) and are solely responsible for implementing appropriate safeguards, sandboxing, testing, and monitoring before and during such use.

1.5 Changes to the Service

Company may modify, suspend, or discontinue the Service, in whole or in part, at any time, with or without notice, and may make certain features, models, or capabilities available on a preview, beta, or experimental basis. You are responsible, at your expense, for any changes to your systems required by Service changes. Company has no obligation to maintain backward compatibility or to provide support, upgrades, or migration assistance.

2. Third-Party AI Services

2.1 No Control Over Third-Party AI Services

All access to Third-Party Models through the Service is provided by the applicable Model Provider’s service (each, a “Third-Party AI Service”). Company does not control and is not responsible for the Third-Party AI Services or any Output, content, data practices, pricing, or policies of any Model Provider. Company disclaims all liability arising from or related to any Third-Party AI Service, including the availability, latency, output quality, accuracy, legality, security, or appropriateness of any Output generated by a Third-Party Model. Company will have no liability for the unavailability of any Third-Party AI Service, or any Model Provider’s decision to discontinue, suspend, or terminate access to any Third-Party AI Service.

2.2 Data Sharing with Model Providers

By using the Service, you acknowledge and consent to Company sharing your Input (as defined below) with one or more Model Providers to process your requests. You further understand that Model Providers may retain, log, or use your Input and the resulting Output, and that certain Model Providers may use your Input for purposes including model training. You assume all risks associated with such data sharing.

3. Accounts and Registration

3.1 Account Registration

In order to access the Service, you must register an account on the Service (“Account”), or have a valid account on an approved third-party service through which you can connect to the Service, as permitted by the Service (each such account, a “Third-Party Account”). When you register, you must provide true, accurate, current, and complete information (“Registration Data”), and you must maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your Account credentials and Registration Data, and for all activities that occur under your Account. You must notify Company immediately of any unauthorized use of your Account.

3.2 Organizational Accounts

You may access and use the Service on behalf of a company, organization, or other legal entity (an “Organization”). In such cases: (a) you will ensure that all of your employees, agents, contractors, and other representatives who access or use the Service (collectively, “Organization Users”) comply with these Terms; (b) you are responsible and liable for all acts and omissions of your Organization Users; and (c) any act or omission of an Organization User that would breach these Terms if committed by you will be deemed a breach by you.

3.3 API Keys

Company may issue keys, tokens, or other credentials for API access (“API Keys”). API Keys are non-transferable and non-assignable, and may be used only by you and your Organization Users. You may not share, sell, buy, or transfer API Keys. You are responsible for all activity attributable to your API Keys, including usage by any third-party tool, agent, script, or automated system, whether or not authorized by you. You will keep API Keys confidential and use reasonable security measures to protect them. You must notify Company immediately of becoming aware of any actual or suspected compromise, loss, or unauthorized use of an API Key, and must promptly rotate the affected credentials.

4. Payment

4.1 Prepaid USD Balance

You may add funds to a prepaid balance denominated in US dollars (“Prepaid USD Balance”) for certain Service. Funds added to your Prepaid USD Balance are non-refundable except as required by applicable law and expire one year after purchase. If you elect an auto-recharge feature, you authorize Company to automatically charge your payment method when your available Prepaid USD Balance falls below a threshold you have set, until you cancel.

4.2 Promotional USD Balance

Company may, in its sole discretion, offer a promotional balance denominated in US dollars as part of a promotional program (“Promotional USD Balance”). Funds in your Promotional USD Balance expire one year after the date issued, unless an earlier expiration date was indicated when the funds were issued.

4.3 Additional Balance Terms

Prepaid USD Balances and Promotional USD Balances are not legal tender or currency, and do not have cash value. Prepaid USD Balances and Promotional USD Balances are non-transferable and you may not sell them to another person or entity. Prepaid USD Balances and Promotional USD Balances may only be used in connection with the certain Service for which they have been issued.

4.4 Payment Method

You must provide Company with a valid payment method. By providing a payment method, you authorize Company (including through any third-party payment processor) to charge all fees and applicable Taxes to that payment method. You are responsible for keeping your payment information current and for ensuring sufficient funds are available on applicable due dates. Company’s current third-party payment processor is Stripe; Stripe’s terms of service apply to your payment transactions.

4.5 Taxes

All fees are stated exclusive of all taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, and withholding taxes (collectively, “Taxes”, excluding taxes based on Company’s net income). You are responsible for paying all Taxes associated with your use of the Service, unless you provide Company with a valid tax exemption certificate.

4.6 Late Payments

If you fail to pay any fees when due, Company may: (a) suspend or terminate your access to the Service upon fifteen (15) days’ written notice, until such amounts are paid in full; and (b) charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law on all overdue amounts.

5. Rate Limiting

Company may limit API calls or access to the Service if Company determines, in its reasonable judgment, that the volume of API calls is excessive, constitutes abusive usage, or otherwise interferes with or impairs the proper functioning of the Service. Company reserves the right to set and enforce usage quotas, rate limits, and other technical restrictions at any time.

6. User Content

6.1 Types of Content

You may provide input to the Service, including prompts, data, text, images, files, and other materials (collectively, “Input”). In response to your Input, the Service, together with the applicable Third-Party Models, may generate content (“Output”). Input and Output are collectively referred to as “User Content.” You are solely responsible for all Input you provide and for your use of any Output.

6.2 Ownership of User Content

Company does not claim ownership of your User Content. As between Company and you, and subject to Section 6.3, you retain all right, title, and interest in and to your Input. Your rights in Output may be subject to and limited by the AUP. You acknowledge that: (a) Output may not be unique across users and the Service may generate the same or similar Output for other users; (b) Company does not represent or warrant that Output is protectable by any intellectual property rights under applicable law; and (c) Output is generated by Third-Party Models and Company makes no representations or warranties of any kind with respect to any Output, including warranties of accuracy, completeness, non-infringement, or fitness for a particular purpose. You assume all risks associated with your use of Output, including potential intellectual property infringement claims.

6.3 License to User Content

You hereby grant Company a non-exclusive, worldwide, sublicensable, fully paid-up, royalty-free, perpetual, and irrevocable license to use, copy, reproduce, modify, adapt, prepare derivative works of, translate, distribute, publicly perform, publicly display, and otherwise exploit your User Content (in whole or in part) for all legal purposes including: (a) operating and providing the Service, including routing requests to and receiving responses from Third-Party Models and Model Providers; (b) improving the Service and Company’s other products and services, including platform features, analytics, model evaluation, and ranking; (c) developing new products and services; (d) research and development purposes; (e) generating and disclosing aggregated or de-identified statistics; (f) detecting, preventing, and investigating fraud, abuse, security incidents, and violations of these Terms; and (g) complying with applicable law. Without limiting the foregoing, you acknowledge that your User Content may be used by Company, or the operators of Third-Party AI Services, to develop, enhance, and improve the Service and related technology, products, and services.

6.4 Content Moderation

Company has no obligation to review, screen, or moderate User Content, but may do so, and may remove, disable, refuse to process, or block any User Content at any time, with or without notice, for any or no reason, including content Company believes violates these Terms, the AUP, Documentation, or applicable law, or is otherwise objectionable at Company’s sole discretion.

7. Usage Data

You acknowledge and agree that Company may collect, compile, and generate diagnostic, technical, analytical, clickstream, performance, volumetric, routing, model-selection, telemetry, and other data relating to your and your Organization Users’ access to and use of the Service (“Usage Data”). Usage Data may include aggregated and de-identified information derived from User Content. Company will own all right, title, and interest in and to Usage Data.

8. Feedback

You may, from time to time and in your sole discretion, provide Company with suggestions, enhancement requests, recommendations, corrections, ideas, or other feedback relating to the Service or Company’s other products or services (collectively, “Feedback”). Feedback is provided voluntarily and Company has no obligation (including any obligation of confidentiality) with respect to Feedback. You hereby grant Company a fully paid-up, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable, and fully sublicensable license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise exploit in any manner any and all Feedback, for any purpose, without restriction, attribution, or compensation.

9. Acceptable Use Policy and Compliance

9.1 Acceptable Use Policy

Your access to and use of the Service, and your use of any Output, must comply at all times with the Acceptable Use Policy, available at /acceptable-use-policy (as updated from time to time, the “AUP”), which is hereby incorporated into and forms a binding part of these Terms.

9.2 Compliance Verification

You will cooperate with Company’s reasonable requests to verify your compliance with these Terms and the AUP.

10. Intellectual Property and Ownership

10.1 Company Intellectual Property

You acknowledge that Company and its suppliers or licensors own all right, title, and interest, including all intellectual property rights, in and to the Service and all software, algorithms, code, technology, documentation, and content provided by Company in connection therewith (collectively, the “Company Materials”), excluding Third-Party Models and User Content. Nothing in these Terms grants you any right, title, or interest in the Company Materials except the limited rights of access expressly set forth herein.

10.2 Trademarks

Arena, Arena Intelligence, LMArena, Max, and all related stylizations, graphics, logos, service marks, and trade names used on or with the Service are the trademarks of Company and may not be used without Company’s express written permission. Other trademarks appearing on or in the Service, including those of Model Providers, are the property of their respective owners.

10.3 License to You

Subject to the terms and conditions of these Terms, Company hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the period for which your Account is active and in good standing, to access and use the Service in accordance with the usage limits and entitlements applicable to your Account. All rights not expressly granted are reserved by Company and its licensors.

10.4 Confidentiality

Company has disclosed or may disclose information not generally known to the public that is of a confidential and proprietary nature, including routing and orchestration logic, model-selection behavior, non-public pricing, security measures, product plans, and non-public documentation or endpoints (collectively, “Confidential Information”). You will not use Confidential Information except as necessary to use the Service as permitted by these Terms, and will not disclose Confidential Information to any third party, except as expressly permitted by Company in writing. You will protect Confidential Information using at least the same precautions you use for your own similar information and no less than a reasonable standard of care. Confidential Information does not include information that is or becomes publicly available without your breach of these Terms, that you lawfully knew or possessed without a duty of confidentiality before receipt, that you lawfully receive from a third party without a duty of confidentiality, or that you independently develop without use of Confidential Information. Feedback is not Confidential Information. Breach of this Section 10.4 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section 10.4, Company is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

11. Copyright Infringement and DMCA Notice

11.1 DMCA Compliance

Company respects the intellectual property rights of others and expects users of the Service to do the same. It is Company’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (as it may be amended, the “DMCA”). In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances, the accounts of users who are deemed to be repeat infringers. Company may also, in its sole discretion, limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

11.2 Filing a DMCA Notice

If you believe that your copyrighted work has been copied or used in a way that constitutes copyright infringement and is accessible via the Service, please notify Company’s designated copyright agent. For your notice to be valid under the DMCA, you must provide the following information in writing:

(a) an electronic or physical signature of the copyright owner or a person authorized to act on the copyright owner’s behalf;

(b) identification of the copyrighted work that you claim has been infringed;

(c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Company to locate the material (e.g., the URL or specific description of where the material appears on the Service);

(d) your contact information, including your name, address, telephone number, and email address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement, made under penalty of perjury, that the information in the notification is accurate, and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

11.3 Designated Copyright Agent

The above information must be submitted to Company’s designated copyright agent at:

Arena Intelligence, Inc.

Attn: DMCA Agent / Legal Department

2261 Market Street, STE 85064

San Francisco, CA 94114

Email: [email protected]

IMPORTANT: Under United States federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. Please note that the foregoing procedure is exclusively for notifying Company that your copyrighted material has been infringed and does not constitute legal advice.

12. Representations and Warranties

12.1 Your Representations and Warranties

You represent and warrant that (a) you own or have all necessary rights, licenses, consents, and permissions to provide the Input and to grant the licenses set forth herein; (b) you have the authority to bind the Organization to these Terms; (c) your Input or your use of the Service does not infringe, violate, or misappropriate any third-party right, including intellectual property, privacy, or publicity rights; (d) your Input does not violate any applicable law or regulation; (e) you have all necessary rights and authority to use any third-party credential, account, API key, or access method you provide to or enable on the Service; (f) you will use the Service only in compliance with these Terms, AUP, Documentation, and applicable law.

12.2 Mutual Representations and Warranties

Each party represents and warrants to the other that it has full right and power to enter into and perform under this Agreement, without any third-party consents or conflicts with any other agreement.

12.3 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SERVICE, OUTPUT, AND ALL COMPANY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. COMPANY DISCLAIMS ALL LIABILITY IN CONNECTION WITH USER CONTENT. COMPANY DOES NOT WARRANT THAT THE SERVICE, OUTPUT, OR COMPANY MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT. YOU ACKNOWLEDGE THAT OUTPUT MAY CONTAIN INACCURACIES, ERRORS, OR “HALLUCINATIONS” AND MAY BE INAPPROPRIATE OR OTHERWISE UNSUITABLE FOR YOUR PURPOSES. YOU USE THE SERVICE AND ANY OUTPUT ENTIRELY AT YOUR OWN RISK. OUTPUT MAY VARY ACROSS THIRD-PARTY MODELS, MODEL VERSIONS, ROUTING DETERMINATIONS, AND REPEATED REQUESTS. REFERENCES TO ANY THIRD PARTY, PRODUCT, OR SERVICE IN ANY OUTPUT DO NOT IMPLY ENDORSEMENT BY, OR AFFILIATION WITH, THAT THIRD PARTY, COMPANY, OR ANY MODEL PROVIDER. OUTPUT IS NOT PROFESSIONAL ADVICE, AND THE SERVICE IS NOT DESIGNED OR LICENSED FOR USE IN HIGH-RISK, SAFETY-CRITICAL, MEDICAL, LEGAL, FINANCIAL, EMPLOYMENT, OR SIMILAR REGULATED APPLICATIONS.

COMPANY MAKES NO COMMITMENT REGARDING THE CONTINUED AVAILABILITY OF THE SERVICE, ANY PARTICULAR THIRD-PARTY MODEL, FEATURES OR FUNCTIONALITY, OR ANY LEVEL OF PERFORMANCE OR UPTIME. THE SERVICE MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME WITHOUT NOTICE.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL COMPANY OR ANY MODEL PROVIDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE AGGREGATE LIABILITY OF COMPANY OR ANY MODEL PROVIDER TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

14. Indemnification

You will indemnify, defend, and hold harmless Company, Model Providers, and each of their officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; (e) your violation of the AUP; or (f) your infringement or misappropriation of any third-party right, including any intellectual property or privacy right. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with Company’s defense of such claims.

15. Term and Termination

15.1 Term

These Terms are effective when you accept them and will remain in effect until terminated by either party.

15.2 Termination by You

You may terminate your Account at any time by contacting Company at [email protected].

15.3 Termination by Company

Company may terminate or suspend your access to the Service at any time, for any reason or no reason, with or without notice, including if Company determines that you have violated these Terms or the AUP. Company may also discontinue the Service entirely at any time without liability.

15.4 Effect of Termination

Upon termination: (a) all rights and licenses granted to you under these Terms will immediately cease; and (b) you must immediately stop all use of the Service. Sections that by their nature should survive termination will survive, including: 2.1 (No Control Over Third-Party AI Services), 4 (Payment), 6 (User Content), 7 (Usage Data), 8 (Feedback), 9 (Acceptable Use Policy and Compliance), 10 (Intellectual Property and Ownership), 11 (Copyright Infringement and DMCA Notice), 12.3 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 16 (Export Controls and Sanctions), 17 (Governing Law), 18 (Arbitration Agreement), and 19 (General Provisions).

16. Export Controls and Sanctions

16.1 Export Compliance

You will not, directly or indirectly, export, re-export, transfer, or otherwise make available the Service, any Company Materials, any Output, or any technical data acquired from Company, or any product utilizing any such data, to any country, entity, or person for which the United States Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. You agree to comply with all applicable export control laws and regulations of the United States, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”).

16.2 Sanctions Representations

You represent and warrant that: (a) you are not incorporated, located, or ordinarily resident in a country or territory subject to a comprehensive U.S. Government embargo (currently, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions of Ukraine) (collectively, the “Embargoed Countries”); (b) you are not listed on any U.S. Government prohibited or restricted party list, including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, Sectoral Sanctions Identifications List (maintained by the U.S. Treasury Department), and the Entity List, Denied Persons List, and Unverified List (maintained by the U.S. Commerce Department) (collectively, the “Prohibited Party Lists”); (c) you are not fifty percent (50%) or more owned, individually or in the aggregate, by one or more persons identified on a Prohibited Party List; and (d) you are not acting as an agent of or otherwise on behalf of any government of an Embargoed Country or any person identified on a Prohibited Party List.

17. Governing Law

Any dispute, claim, or request for relief relating in any way to your use of the Service will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

18. Arbitration Agreement

18.1 Applicability

You and Company agree that any dispute, claim, or request for relief relating in any way to these Terms or the Service, including disputes arising out of or related to the interpretation or application of this Section 18 (each, a “Dispute”), will be resolved by binding individual arbitration rather than in court, except that: (a) either party may bring qualifying claims in small claims court if the claims are within the court’s jurisdictional limits; and (b) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights or confidential information.

18.2 Informal Resolution

Before initiating arbitration, you and Company agree to first attempt to resolve any Dispute informally. The complaining party must send a written notice of the Dispute to the other party (a “Dispute Notice”) describing the nature and basis of the Dispute and the specific relief sought. If the Dispute is not resolved within sixty (60) days after the Dispute Notice is received, either party may commence arbitration. Dispute Notices to Company should be sent to: Arena Intelligence, Inc., Attn: Legal Department, 2261 Market Street, STE 85064, San Francisco, CA 94114, or [email protected].

18.3 Waiver of Jury Trial

YOU AND COMPANY 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 Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

18.4 Waiver of Class and Other Non-Individualized Relief

YOU AND COMPANY AGREE THAT EACH 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, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE PERSON OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON OR ENTITY.

18.5 Arbitration Rules and Forum

These Terms evidence a transaction involving interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Arbitration shall be conducted by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules (the “AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org. If you are located outside the United States, arbitration shall be conducted under the International Arbitration Rules of the International Centre for Dispute Resolution. The arbitration shall be conducted by one (1) arbitrator appointed in accordance with the applicable rules. The seat of arbitration shall be San Francisco, California, and the language of the arbitration shall be English.

18.6 Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, except that all disputes arising out of or relating to Section 18.4 (Waiver of Class and Other Non-Individualized Relief) 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. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Company.

18.7 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA Rules. If the arbitrator determines that a party’s claim or counterclaim was frivolous or brought for an improper purpose, that party will reimburse the other party for all filing, administrative, hearing, and other fees that the other party incurred as a result of that claim.

18.8 Severability

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful, then that portion shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.

18.9 Modification

Notwithstanding anything to the contrary in these Terms, if Company modifies this Arbitration Agreement after the date you first accept these Terms (or accept any subsequent changes to these Terms), you may reject that modification by sending Company written notice within thirty (30) days of the change to [email protected]. If you reject any modification, the most recent version of this Arbitration Agreement that you accepted shall continue to apply.

19. General Provisions

19.1 Entire Agreement

These Terms, together with any applicable supplemental terms referenced herein, constitute the entire agreement between you and Company with respect to the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Service.

19.2 Modifications to Terms

Company reserves the right to modify these Terms at any time. For material modifications, Company will provide at least thirty (30) days’ advance notice via email or an in-product notification. Your continued use of the Service following notice constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

19.3 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

19.4 Waiver

The failure of Company to enforce any provision of these Terms will not constitute a waiver of such provision or any other provision. No waiver will be effective unless made in writing and signed by an authorized representative of Company.

19.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without Company’s prior written consent. Company may assign or transfer these Terms without your consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

19.6 Notices

All notices to Company required or permitted under these Terms should be sent to: Arena Intelligence, Inc., Attn: Legal Department, 2261 Market Street, STE 85064, San Francisco, CA 94114, or by email to [email protected]. Company may provide notices to you via the email address associated with your Account, by posting on the Service, or by any other reasonable means.

19.7 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Company. Neither party has any authority to bind the other or to incur any obligation on the other’s behalf.

19.8 Force Majeure

Company will not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by factors beyond Company’s reasonable control, including natural disasters, war, terrorism, pandemics, labor disputes, government actions, internet or telecommunications failures, or third-party service outages (including Model Provider outages).

19.9 Contact Information

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

Arena Intelligence, Inc.

2261 Market Street, STE 85064

San Francisco, CA 94114

Email: [email protected]