1. Access and use of the platform.

1.1 Blocks Platform: Blocks provides access and maintains an online AI agent network through which independent third party builders, developers and creators (each a "Builder") may publish, offer, and commercialize their AI-powered applications, autonomous agents, models, tools, and associated data or content (collectively, "Agents") to end users who register for or otherwise access the Platform or their respective Agent to discover, license, or use those Agents (each a "Caller"). Builders and Callers are referred to collectively herein as "Platform Users."

The Platform serves exclusively as a neutral, technology-based intermediary for Builders to make their Agents available to Callers. Unless otherwise specifically indicated in the Platform listing as being released by Blocks, Blocks does not create, own, operate, control, or endorse any Agent listed on the Platform, and does not direct, supervise, or assume responsibility for the conduct of any Platform User. Any agreement for access to or use of an Agent is made solely between the relevant Builder and Caller, and Blocks is not a party to, and expressly disclaims liability arising from, any such agreement or the performance of any Agents. Notwithstanding the foregoing, Blocks reserves the right, but assumes no obligation, to (i) review, monitor, or audit Agents listed on the Platform; (ii) investigate or mediate disputes between Platform Users; and (iii) remove Agents, restrict access, or take any other action Blocks deems appropriate in its sole discretion, including in response to complaints, legal requirements, or violations of these Terms.

1.2 AI Agent Disclaimer: You acknowledge that AI-based agents available on the Platform may operate in a non-deterministic manner, meaning their outputs, decisions, and actions may vary even when given the same or similar instructions. AI agents may take real-world actions on your behalf, including but not limited to sending communications, accessing connected systems, modifying data, or interacting with third-party services, depending on the permissions and integrations you choose to enable.

You are solely responsible for the instructions that you provide to any Agent, the systems, accounts, and data they choose to connect or make accessible, and any actions taken by an Agent as a result. You should exercise caution and good judgment before granting an Agent access to sensitive systems, personal data, financial accounts, or any resource where an unintended action could cause harm or loss. Blocks is not responsible for any damages, losses, or unintended consequences arising from actions taken by an Agent operating within the permissions granted by you.

1.3 Blocks Network: The Blocks Network platform is a unified agent network in which Agents may be made available as Public or Private and Free or Paid. Public Agents may be listed for discovery and use by other Platform Users, and Platform Users should not expect that prompts, inputs, tasks, data, or outputs submitted to or generated through Public Agents will be confidential. You should not submit any confidential, sensitive, or personal data unless you have an appropriate legal basis and any required consents. You must not use any Agent or the Blocks Network to submit, test, or generate any unlawful, harmful, abusive, or otherwise prohibited content or interactions, or to manipulate, probe, overload, stress-test, or exploit any Agent or the Blocks Network. Blocks reserves the right to apply technical, usage, or rate limitations, monitoring measures, or other controls to prevent misuse, abuse, fraud, or security risks.

1.4 Your Registration Obligations: You may be required to register with Blocks or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Platform. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Platform's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years old, you may not use the Platform, with or without registering.

1.5 Member account, password and security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Blocks of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Platform. Blocks will not be liable for any loss or damage arising from your failure to comply with this paragraph.

1.6 Modifications to Platform: Blocks reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Blocks will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

1.7 General practices regarding use and storage: You acknowledge that Blocks may establish general practices and limits concerning use of the Platform, including the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on Blocks' or its third-party service providers' servers on your behalf. You agree that Blocks has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Platform. You acknowledge that Blocks reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Blocks reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

2. Payment terms for callers.

2.1 Paid Agents: To receive access to paid Agents, you must pay Blocks the applicable fees, including all taxes, indicated at the time of your purchase. Terms for renewals (if applicable), including pricing, will be described within the Agent's listing within the Platform.

2.2 Payment Processing: Blocks uses one or more third-party payment processors (each, a "Payment Processor"), to process payments in connection with each transaction you conduct on the network. These payment processing services are provided by the Payment Processor and are subject to the Payment Processor terms and privacy policy (collectively, the "Processor Agreements"). By agreeing to these Terms, you agree to be bound by the Processor Agreements, as the same may be modified by Payment Processor from time to time. In connection with each transaction, you acknowledge that the applicable Builder has appointed Blocks and its Payment Processor as the Builder's Agent in receiving the applicable fees from you. Payments received by Blocks and/or its Payment Processor constitute payments received by the Builder, and you are not obligated to make separate payments to the Builder for the amount that you remit to, and is received by, Blocks and/or its Payment Processor. However, after you make your purchase, your usage of any Agents will be governed by the applicable Builder Terms. Builders are solely responsible for the quality and performance of their Agents, and Blocks is not liable to you if you are not satisfied with the Agent. You must resolve any product or service dispute with the Builder directly.

2.3 Prepaid Credits: Callers (meaning any individual or entity that accesses or uses an Agent through the Platform) may prepay amounts to the Platform in the form of credits or other prepaid balances ("Prepaid Credits") for use toward Agent interactions and related services. Prepaid Credits are non-refundable and non-transferable under any circumstances, including but not limited to account termination, discontinuation of an Agent, or dissatisfaction with an Agent's performance or outputs. Prepaid Credits have no cash value and may not be exchanged for currency. Blocks reserves the right to modify the value, pricing, or redemption terms of Prepaid Credits at any time upon reasonable notice.

2.4 Refunds: All purchases, subscriptions, or other payments made by a Caller in connection with an Agent are subject to the refund and cancellation policies established by the applicable Builder. Blocks does not guarantee any refund for any purchase made through the Platform and has no obligation to issue refunds on behalf of any Builder. Callers seeking a refund or have questions about a charge should contact the applicable Builder directly in accordance with that Builder's policies.

2.5 Chargebacks and disputes: If you have a billing dispute, please contact Blocks at support@blocks.ai. If you charge back a purchase for which you are not entitled to a refund under these Terms or Builder Terms, you understand and agree that you will remain liable to Blocks for such charged back amount. Blocks reserves the right to pursue a legal claim against and recover such amount from you, to the extent not prohibited by law (including by offsetting any credits associated with your account, or suspending or terminating your account).

3. Payment terms for builders.

3.1 Payment Processor: All payments from Callers will be processed by Blocks's Payment Processor. You hereby appoint, and agree to hold out, Blocks and its Payment Processor as your agent for the limited purpose for receiving and settling payments for purchases processed through the Platform. You agree and acknowledge that a payment received by Blocks and/or Payment Processor from a Caller, on your behalf, satisfies the purchaser's payment obligation to you in the amount of the payment received by Blocks and/or Payment Processor, regardless of whether we actually remit such payment to you.

3.2 Stripe Connect: This section applies if you enroll in Stripe Connect. You agree to be onboarded by Stripe and establish a Stripe Connected Account. You must agree to Stripe's terms, conditions and policies applicable to you as a Stripe Connected Account at https://stripe.com/legal/ssa, which may be modified, updated, or supplemented from time to time without notice to you. You authorize Blocks to disclose to Stripe and our other service providers information we collected about you, your customers, and your transactions and activities for the purpose of completing the onboarding and know-your-customer (KYC) process, executing payout, complying with legal requirements, and reporting tax information (including collecting and remitting sales tax to relevant governmental authorities in relevant jurisdictions). You represent and warrant that all information you provide in connection with onboarding and payout setup is accurate, complete, and current.

3.3 Fees; Payouts: You may be charged fees for the payment processing service. Your sales payout will be sent to you net of our fees, if any, taxes collected or remitted where required by law, and any other amounts owed to Blocks under these Terms. Fees charged by us are non-refundable.

Payout from your sales will be generally available for withdrawal to your external bank account when your aggregate payout balance exceeds $5. The withdrawal threshold and timing may be modified by Blocks in its discretion. Blocks and/or Stripe reserve the right to withhold, delay, offset, or reserve payouts where it reasonably determines that such action is necessary due to pending refunds, suspected fraud, elevated chargeback risk, unpaid taxes, regulatory inquiry, legal claims and orders, or violations of these Terms.

Blocks does not guarantee the timing of transfers from Stripe to your designated bank account, as such transfers are subject to Stripe's policies and banking processes. If requested by Stripe or Blocks, you agree to establish a reserve account ("Reserve Account") to secure the performance of your obligations under these Terms and/or your agreement with Stripe. The Reserve Account is subject to the terms and conditions established by Blocks and Stripe in their sole discretion.

3.4 Refunds; Cancellations: You must clearly disclose your refund policy to Callers, and you are solely responsible for ensuring that the policies comply with applicable law. Blocks will facilitate refunds through its Payment Processor. Additionally, Blocks may, in its discretion, issue refunds to purchasers where Blocks reasonably suspects any non-performance, fraud, or material listing error from the Builder, or if required under applicable law. You are fully liable to Blocks for any such refunds and associated transaction costs.

3.5 Chargebacks; Payment Disputes: You must respond to and resolve all questions, inquiries, and complaints about your Agents listed on the Platform. You are responsible for all chargebacks, reversals, returned payments, refunds, and related third-party fees arising from sales on the Platform, except to the extent prohibited by law. You agree to cooperate fully with Blocks and its Payment Processor in responding to chargebacks and disputes, including providing documentation reasonably requested to contest such disputes, by the deadline required by Payment Processor. If you fail to be responsive or we reasonably suspect that you have committed fraud, you agree that Blocks is authorized to manage your chargeback cases and respond to chargeback requests on behalf of you, and that Blocks is not liable to you for the results of such chargeback cases.

4. Conditions of access and use.

4.1 User Conduct: You are solely responsible for all software, models, content, data, information, graphics, messages, and other materials that you make, including transmit and receive, through the Platform, whether to Blocks or another user, including as an Agent or data or information provided or generated by a Caller when using an Agent (collectively, "User Content"). The following are examples of the kinds of User Content that are illegal or prohibited by Blocks. Blocks reserves the right to investigate and take appropriate legal action against anyone who, in Blocks' sole discretion, violates this provision, including removing the offending content from the Platform, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Platform to:

• email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Blocks, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Blocks or its users to any harm or liability of any type;
• interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform;
• violate any applicable local, state, national, or international law, or any regulations having the force of law;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• solicit personal information from anyone under the age of 18;
• harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
• transmit any data or information considered to be sensitive or otherwise subject to specific protections under applicable laws beyond any requirements that apply to "personal information" or "personal data" generally, such as for illustrative purposes, information that is regulated by the Health Information Portability and Accountability Act, the Payment Card Industry Data Security Standard, the Gramm-Leach-Bliley Act, and other U.S. federal, state or foreign laws applying specific security standards;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
• obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Platform;
• circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Platform Content (as defined below)) available on or through the Platform, including through the use of virtual private networks; or
• engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Blocks from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

4.2 Competitors: No employee, independent contractor, agent, or affiliate of any competing AI agent network company is permitted to view, access, or use any portion of the Platform without express written permission from Blocks. By viewing, using, or accessing the Platform, you represent and warrant that you are not a competitor of Blocks or any of its affiliates, or acting on behalf of a competitor of Blocks in using or accessing the Platform.

5. Intellectual property rights.

5.1 Platform Content: You acknowledge and agree that the Platform may contain content or features ("Platform Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Blocks, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Platform in accordance with these Terms of Service. Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited.

5.2 Trademarks: The Blocks name and logos are trademarks and service marks of Blocks (collectively the "Blocks Trademarks"). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Blocks. Nothing in these Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Blocks Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Blocks Trademarks will inure to our exclusive benefit.

5.3 Third-party material: Under no circumstances will Blocks be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Blocks does not pre-screen content, but that Blocks and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Blocks and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Blocks, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

5.4 User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. You acknowledge and agree that Blocks may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Blocks, its users, or the public. You understand that the technical processing and transmission of the Platform, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

5.5 Usage Data: You hereby authorize Blocks and its third-party service providers to collect and analyze User Content and other data and information relating to the Platform and related systems and technologies and derive statistical and usage data relating thereto (collectively, "Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

5.6 Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Platform ("Submissions"), provided by you to Blocks are non-confidential and Blocks will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

5.7 Copyright Complaints: Blocks respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Blocks of your infringement claim in accordance with the procedure set forth below.

a. Blocks will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Blocks' Copyright Agent at compliance@blocks.ai (Subject line: "DMCA Takedown Request"). You may also contact the Copyright Agent by mail at: Blocks Network LLC, 95 Third Street, 2nd Floor, San Francisco, CA 94103

b. To be effective, the notification must be in writing and contain the following information:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
2. identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
3. identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
6. a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

c. Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

1. your physical or electronic signature;
2. identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
3. a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
4. your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the United States District Court for the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Blocks will send a copy of the counter-notice to the original complaining party informing them that Blocks may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Blocks or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

d. Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Blocks has adopted a policy of terminating, in appropriate circumstances and at Blocks' sole discretion, the accounts of users who are deemed to be repeat infringers. Blocks may also at its sole discretion limit access to the Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

6. Third-party platforms and websites.

The Platform may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the "Third-Party Platforms"). Your access and use of the Third-Party Platforms may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Platforms on the websites or via the technology platforms of their respective providers. Some Third-Party Platforms will provide us with access to certain information that you have provided to third parties, including through such Third-Party Platforms, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Platforms and our use, storage and disclosure of information related to you and your use of such Third-Party Platforms within the Platform, please see our Privacy Policy. Blocks has no control over and is not responsible for such Third-Party Platforms, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Platforms, or on the privacy practices of Third-Party Platforms. We encourage you to review the privacy policies of the third parties providing Third-Party Platforms prior to using such services. You, and not Blocks, will be responsible for any and all costs and charges associated with your use of any Third-Party Platforms. Blocks enables these Third-Party Platforms merely as a convenience and the integration or inclusion of such Third-Party Platforms does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Platform are between you and the third party. Blocks will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Platforms.

7. Indemnification.

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Blocks, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Blocks Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Platform, any User Content (including as a Builder, your Agents), your connection to the Platform, your violation of these Terms of Service, or your violation of any rights of another. Blocks will provide notice to you of any such claim, suit, or proceeding. Blocks reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Blocks' defense of such matter. You may not settle or compromise any claim against the Blocks Parties without Blocks' written consent.

8. Disclaimer of warranties.

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE BLOCKS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE BLOCKS PARTIES MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

9. Limitation of liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BLOCKS PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BLOCKS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (E) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL THE BLOCKS PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BLOCKS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "INDEMNIFICATION", "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

10. Dispute resolution by binding arbitration.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Blocks, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Platform, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Blocks are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND BLOCKS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BLOCKS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

Blocks is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@blocks.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Blocks should be sent to 95 Third Street, 2nd Floor, San Francisco, CA 94103 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Blocks and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Blocks may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Blocks or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Blocks is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Blocks and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Blocks agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Blocks or you under the AAA Rules, Blocks and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Blocks will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Blocks will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Blocks agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform, you may reject any such change by sending Blocks written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

11. Termination.

You agree that Blocks, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including for lack of use or if Blocks believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Platform, may be referred to appropriate law enforcement authorities. Blocks may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Blocks may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Blocks will not be liable to you or any third party for any termination of your access to the Platform.

12. Export control.

You may not access or use the Platform, except as authorized by U.S. law, the laws of the jurisdiction in which you accessed or used the Platform, as applicable, and any other applicable laws and regulations. In addition, you represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties. Without limiting the foregoing, if you are located in Russia, Belarus, Syria, North Korea, Iran, Cuba, Iraq, Afghanistan, Venezuela, Sudan, South Sudan, Crimea region, Donetsk region, or Luhansk region, you may not use the Platform for any reason.

13. User disputes.

You agree that you are solely responsible for your interactions with any other user in connection with the Platform, and Blocks will have no liability or responsibility with respect thereto. Blocks reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

14. General.

13.1. These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Blocks governing your access and use of the Platform, and supersede any prior agreements between you and Blocks with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use Third-Party Platforms, third-party content or third-party software.

13.2. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Blocks submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, California. The failure of Blocks to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

13.3. You may not assign these Terms of Service without the prior written consent of Blocks, but Blocks may assign or transfer these Terms of Service, in whole or in part, without restriction.

13.4. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation."

13.5 Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.

13.6 Blocks will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Blocks' reasonable control.

15. Notice for California users.

Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Blocks Network LLC, 95 Third Street, 2nd Floor, San Francisco, CA 94103.

16. U.S. Government restricted rights.

The Platform is made available to the U.S. government with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Platform by the U.S. government constitutes acknowledgement of our proprietary rights in the Platform.

17. Questions? Concerns? Suggestions?

Please contact us at support@blocks.ai to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Platform.