Developer terms of service

1. Definitions

These Developer Terms of Service (the “Terms”) are an agreement between Offline Protocol, Inc., a Delaware corporation (“Offline Protocol”, “we”, “us”, “our”), and the person or organization that accepts them (“Customer” or “you”). These words have the same meaning in every Offline Protocol legal document:

2. Accepting these Terms

You accept these Terms by creating an Account, by signing in to the developer portal or the CLI, or by using the Services. If you accept on behalf of an organization, you confirm that you have authority to bind it, and “Customer” means that organization. If you do not have that authority, or do not agree, do not use the Services.

The Services are for developers and businesses. You must be at least 18 years old and able to form a binding contract. You may not use the Services if you are located in, or ordinarily resident in, a country subject to comprehensive U.S. sanctions, or if you are on a U.S. or other applicable restricted-party list.

The Acceptable Use Policy and, where it applies, the Data Processing Addendum are part of these Terms. The Privacy Policy explains how we handle Account Data and Service Data.

3. Order of precedence

If documents conflict, this order applies, from highest to lowest: (a) an Order, (b) the Data Processing Addendum, for the processing of personal data, (c) these Terms, (d) the Acceptable Use Policy, and (e) documentation. An Enterprise agreement signed by both parties takes precedence over these Terms for the subjects it covers. Terms in a purchase order or vendor portal that Customer issues do not apply, even if we accept or process it.

4. Accounts, Organizations, and roles

You sign in to the portal with a one-time code sent to your email address. Keep access to that mailbox secure. You are responsible for everything done through your Account, and for keeping your Account details accurate.

Each Organization has one owner. Owners and admins can invite Members, assign roles, manage Applications, and create or revoke API Keys. Owners, admins, and billing Members can manage the Plan and billing. Other roles have narrower access, as shown in the portal. Customer is responsible for choosing who it invites, for the roles it assigns, for removing Members who should no longer have access, and for everything its Members do in the Organization. An Organization may restrict membership to email domains it controls.

The number of Members an Organization may have depends on its Plan.

5. API Keys and credentials

API Keys authenticate Customer and its Customer Applications to the Services. Customer is responsible for all use of its API Keys and for keeping them secret, except for identifiers and keys that our documentation says are designed to ship inside a Customer Application, such as application IDs and telemetry keys. Do not publish secret keys in source code, client-side code, or public repositories.

If you believe a key has been exposed, revoke it in the portal and create a new one. We may revoke or rotate a key that we reasonably believe is compromised or is being used in breach of these Terms, and we will tell you when we do.

When you sign in with the CLI, the portal creates or selects an application API key for the CLI, and the CLI stores it in a file on your computer. Keys created for the CLI are revoked when you log out of the CLI. Keys you chose to share with the CLI stay active until you revoke them. You are responsible for the security of the computers where you store credentials, and for what a coding agent does with credentials you give it.

6. The Services

Subject to these Terms and your Plan, we grant Customer a non-exclusive, non-transferable right during the term to access and use the Services to develop, test, and operate Customer Applications, and to let End Users use the Hosted Services through Customer Applications.

6.1 What is and is not a Hosted Service

The SDK runs on devices and infrastructure that Customer controls. Peer-to-peer traffic between devices over Bluetooth LE, Wi-Fi, or other local transports does not pass through Offline Protocol and is never metered. Only the Hosted Services described in the documentation, and used under an API Key or application ID, are provided by us under these Terms.

6.2 Changes to the Services

We improve the Services continually and may add, change, or remove features. If we plan to discontinue a generally available Hosted Service that Customer pays for, or to make a change that materially reduces it, we will give at least 30 days’ notice, unless a shorter period is required for security, legal, or third-party reasons.

6.3 Availability and support

Self-serve Plans do not include a service level agreement or service credits. We aim to keep the Services available and we publish status at status.offlineprotocol.com, but the Services may be interrupted for maintenance, by failures at our providers, or by events outside our control. Support for self-serve Plans is provided through the channels listed in the documentation on a reasonable-efforts basis. Any service level, support response time, or uptime commitment applies only if it is written in an Order.

6.4 High-risk use

The Services are not designed or certified to be the only means of life-safety, emergency, medical, or critical control communications. If a failure of a Customer Application could lead to death, personal injury, or severe physical or environmental damage, Customer must design it with appropriate redundancy, and may rely on the Services for that purpose only under an Order that expressly covers it.

7. Preview features

Some features are labelled early access, preview, beta, or similar, or are not yet generally available. Today this includes Proof of Location, which runs on the Ethereum Sepolia test network, OAuth sign-in for the hosted MCP server, and agent plugins. Preview features are provided as is, may change or stop at any time, may have lower security or reliability, and are excluded from any service level. To the maximum extent permitted by law, our total liability for preview features is limited to US$100. Do not use a preview feature as the only safeguard for a valuable or safety-sensitive decision.

8. Proof of Location

Proof of Location records location claims and witness attestations on a public blockchain. Customer acknowledges that:

• Each Proof of Location task publishes a coarse location (a geohash of about 5 km) and a timestamp, together with a cryptographic commitment, on a public network where anyone can read them.
• Records on a public blockchain are permanent. Neither we nor Customer can change or delete them. Deleting an Account or an Organization removes the off-chain copies we control, but not what is on-chain.
• Proof of Location produces witness-attested evidence. It is not a zero-knowledge proof and not proof that a person or device was present at a location.
• Customer must give End Users clear notice and obtain any consent the law requires before submitting their location to Proof of Location, and must not submit location data it is not entitled to publish.

The service runs on a test network today. Test-network tokens and records have no monetary value.

9. Plans, fees, and billing

9.1 Plans

Each Organization is on one Plan. The Plan sets the monthly quotas included for each metered Hosted Service (such as OfflineID monthly active users, hosted relay deliveries, telemetry events, and Proof of Location verifications), the number of Members, and how far back analytics history can be viewed. Current prices, quotas, and overage rates are shown on our pricing page and in the portal’s Billing tab. The Free Plan is free of charge within its quotas.

A hosted relay delivery is a message that the hosted relay accepted for one recipient and delivered, or held in the mailbox for that recipient. Hops between devices on the mesh are never metered.

9.2 Subscriptions and payment

Paid self-serve Plans are monthly subscriptions, charged in advance in U.S. dollars to the card Customer adds through Stripe. Billing periods are calendar months in UTC, so the first charge is prorated to the end of the month. Customer authorizes us, through Stripe, to charge that card for subscription fees, overage, and applicable taxes when due. Card details are collected by Stripe and are not stored by Offline Protocol.

An upgrade takes effect when the payment succeeds. Customer is charged the prorated difference for the rest of the current billing period, and the new Plan’s price applies from the next period. A downgrade, including a downgrade to Free, takes effect at the end of the current billing period, and the current Plan stays active until then.

Cancelling a paid Plan means downgrading to Free. A cancellation or downgrade takes effect at the end of the current billing period, and the current Plan and its Services continue until then.

9.3 Overage

Usage above a Plan’s included quota is charged at the overage rates published for that Plan and is billed in arrears on the next monthly invoice. If the Organization changed Plans during a month, the quota of the highest Plan it held that month applies. Usage is measured by our metering systems, and our records are the basis for billing. If you believe a charge is wrong, tell us within 60 days of the invoice date and we will review it in good faith.

9.4 Usage warnings, billing limits, and usage pauses

The portal shows usage against each included quota.

• We email the Organization’s owners, admins, and billing Members when a metered Hosted Service reaches 80% and 100% of its included quota. If the Organization has a payment method on file, the Hosted Service continues and usage above the quota is billed as overage.
• If an Organization without a payment method reaches the quota included in its Plan for any metered Hosted Service, we pause all of the Organization’s metered Hosted Services: OfflineID sign-ins, hosted relay deliveries, telemetry ingestion, and Proof of Location verifications. Usage stops accumulating, so no overage is charged. The services resume when a payment method is added or a paid Plan is chosen, or when a new billing period starts.
• Owners, admins, and billing Members can set a billing limit on the overage for a metered Hosted Service. When the overage reaches the limit in a billing period, we pause that Hosted Service for the Organization until the limit is raised or the next billing period starts, so the charge never exceeds the limit.
• We also pause the metered Hosted Services of an Organization whose subscription becomes unpaid after Stripe’s payment retries, until the payment succeeds.
• While a Hosted Service is paused, it refuses new metered activity, such as new OfflineID sign-ins, hosted relay deliveries, telemetry events, or Proof of Location verifications, for the Organization’s Applications.
• A pause does not delete Customer Data. Local peer-to-peer traffic between devices never passes through Offline Protocol, and is never metered or paused.

Pauses protect Customer from unexpected charges, but they interrupt Customer Applications. Customer is responsible for keeping a valid payment method on file and setting billing limits that suit its End Users’ needs.

9.5 Taxes

Fees do not include taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding, and similar taxes and duties that apply to its purchases, other than taxes on our net income. Where the law requires us to collect a tax, we will add it to Customer’s invoice and Customer will pay it, unless Customer gives us a valid exemption certificate. If the law requires Customer to withhold tax from a payment, Customer will increase the payment so that we receive the amount we would have received without the withholding.

9.6 Refunds

Fees are non-refundable, including for partial months and unused quota, except where these Terms or an Order say otherwise or where the law requires a refund. We do not prorate or refund fees when a Plan is cancelled or downgraded during a billing period. We correct billing errors and duplicate charges by refund or credit, and may offer other refunds or credits at our discretion. If we terminate these Terms for convenience under Section 16, we will refund any prepaid fees for the period after termination.

9.7 Non-payment

If a payment fails, Stripe retries it and the Services keep running while the subscription is past due. If the subscription becomes unpaid, we pause metered Hosted Services as described above. If the subscription is then cancelled for non-payment, the Organization returns to the Free Plan. Amounts already owed remain payable.

9.8 Enterprise, contract, and internal Organizations

Enterprise Plans are sold under an Order, usually billed annually by invoice, with quotas, rates, and payment terms set in that Order. An Organization billed under an Order does not use self-serve checkout, and the Order controls its fees. We may designate Organizations that we use for our own development and testing as internal. Internal Organizations are not billed.

9.9 Acceptance and billing records

Customer accepts these Terms, including this Section 9, when an owner, admin, or billing Member ticks the acceptance checkbox before subscribing, adding a payment method, or upgrading. We record each acceptance, including the Account, the date and time, the IP address, the version of these Terms, and the billing summary shown. We keep billing records, including invoices, payment and usage records, and acceptance records, for seven years.

9.10 Billing disputes and chargebacks

If you believe a charge is wrong, contact us at support@offlineprotocol.com before disputing it with your bank or card issuer, and we will review it in good faith. If Customer disputes a charge that was properly incurred under these Terms (a chargeback), we may suspend paid Services or move the Organization to the Free Plan while the dispute is open, and Customer remains responsible for the disputed amount and for any dispute fees and reasonable collection costs we incur. We will restore the Services when the dispute is withdrawn or resolved in Customer’s favor.

10. Customer Data and End Users

10.1 Roles

For End User Personal Data that Customer Applications send to the Hosted Services, Customer is the controller (or a processor acting for its own customer) and Offline Protocol is Customer’s processor or subprocessor. The Data Processing Addendum governs that processing and forms part of these Terms automatically, without a separate signature. For Account Data and Service Data, Offline Protocol is an independent controller, as described in the Privacy Policy.

OfflineID works differently from other Hosted Services because one End User can sign in to several Customer Applications, and to Offline Protocol’s own apps, with the same OfflineID. We therefore act as an independent controller of the core OfflineID account (the email address or phone number, username, and sign-in security records), and as Customer’s processor for the records about the End User’s use of Customer’s Application. Section 3 of the Data Processing Addendum sets this out.

10.2 Customer responsibilities

• Publish a privacy notice to End Users that accurately describes the data the Customer Application sends to the Hosted Services, including location data for Proof of Location and telemetry if enabled.
• Have a lawful basis for that processing and obtain any consent the law requires, including for location data and for telemetry that is not strictly necessary.
• Not direct Customer Applications to send us special categories of personal data, government identification numbers, payment card data, or health data, unless an Order allows it.
• Not offer Customer Applications that use the Hosted Services to children under 13 (or the higher age of digital consent that applies where they live) without a verified mechanism for parental consent that satisfies applicable law.
• Respond to End User requests to exercise their privacy rights. We will help as set out in the Data Processing Addendum.

10.3 How we use Customer Data

We use Customer Data only to provide, secure, and support the Services for Customer, to meter usage and bill Customer, to comply with law, and as Customer instructs. We do not sell Customer Data and do not use it to advertise. Section 10.4 covers aggregated data.

10.4 Aggregated data

Customer agrees that Offline Protocol may create aggregated, de-identified data derived from the use of the Services, including telemetry and usage, and may use, publish, share, and license that data for any lawful purpose during and after the term, provided that it does not identify Customer, any Customer Application, or any individual. Section 11 of the Data Processing Addendum describes the safeguards. Aggregated data is owned by Offline Protocol and is not Customer Data.

10.5 Telemetry

Mesh telemetry is off until Customer enables it in the portal and in the Customer Application. It measures how the mesh network behaves, such as delivery results, routing, transports, relay roles, and battery state, and does not contain message content, contacts, names, usernames, or location more precise than the country. The Privacy Policy lists what it contains. Customer decides whether to enable it and is responsible for telling End Users about it. If Customer holds a commercial SDK license, that license’s terms about telemetry also apply.

11. SDK licensing and open source

These Terms do not license the SDK or any open-source package. The Offline Protocol mesh SDK, published as @offline-protocol/mesh-sdk on npm and as the offline-protocol crates on crates.io, is available under the GNU Affero General Public License version 3 only (AGPL-3.0-only) or under a commercial license from Offline Protocol. Customer may use the mesh SDK in production, including for a business, under AGPL-3.0-only if it meets that license’s obligations. A commercial license is required for uses that cannot meet them, such as proprietary applications, closed-source firmware, or distribution through the Apple App Store. See the commercial license notice.

A Plan covers Hosted Services only. Subscribing to a Plan does not grant a commercial SDK license, and a commercial SDK license does not include Hosted Services unless its Order says so. Request a commercial license from the portal’s Billing tab or at legal@offlineprotocol.com.

The OfflineID and Proof of Location client packages are licensed permissively: @offline-protocol/core, @offline-protocol/id-react, @offline-protocol/identicons, and @offline-protocol/identicons-native under the ISC license, and @offline-protocol/id-react-native and @offline-protocol/pol under the MIT license. The CLI is licensed under the Apache License 2.0, and its starter templates under MIT-0. Other open-source components are licensed under the terms in their repositories. Nothing in these Terms limits rights Customer has under an open-source license.

12. Intellectual property and feedback

We own the Services, the SDK, the documentation, and all improvements to them, subject to the open-source licenses under which we publish code. Customer owns Customer Data and Customer Applications. Except for the rights expressly granted in these Terms, neither party grants the other any rights.

Customer grants us a worldwide, non-exclusive license to host, copy, transmit, and process Customer Data only as needed to provide the Services and as described in Sections 10.3 and 10.4.

If Customer or its Members give us feedback or suggestions, we may use them without restriction or payment. Feedback does not include Customer Data or Customer’s Confidential Information.

Customer may identify itself as an Offline Protocol customer. We may list Customer’s name and logo as a customer only with Customer’s permission.

13. Confidentiality

“Confidential Information” means non-public information that one party discloses to the other and that is marked confidential or should reasonably be understood to be confidential, including API Keys, non-public pricing, security information, and product plans. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and share it only with employees, contractors, and advisers who need it and are bound by similar duties. These duties do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is received from a third party without a duty of confidence. A party may disclose Confidential Information when the law requires it, after giving notice where lawful.

14. Warranties and disclaimers

Each party confirms that it has the authority to enter into these Terms. Customer confirms that it has the rights and consents needed to submit Customer Data to the Services.

EXCEPT AS EXPRESSLY STATED IN AN ORDER, THE SERVICES, THE SDK, THE DEVELOPER TOOLS, THE DOCUMENTATION, AND ALL CONTENT AND OUTPUT PROVIDED THROUGH THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND CUSTOMER USES THEM AT ITS OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OFFLINE PROTOCOL, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT MESSAGES WILL BE DELIVERED OVER ANY PARTICULAR TRANSPORT OR WITHIN ANY PARTICULAR TIME, OR THAT PROOF OF LOCATION RESULTS ARE ACCURATE. WE DO NOT WARRANT THAT DATA WILL NOT BE LOST OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. CODE, CONFIGURATION, OR PLANS GENERATED BY THE CLI, THE MCP SERVERS, OR AN AI AGENT MUST BE REVIEWED BY CUSTOMER BEFORE USE.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply. In that case, any warranty that cannot be excluded is limited to the shortest period the law allows.

15. Liability and indemnity

15.1 Exclusion of certain damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OFFLINE PROTOCOL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID TO OFFLINE PROTOCOL FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS LIMIT APPLIES TO ALL CLAIMS TOGETHER, INCLUDING CLAIMS UNDER THE DATA PROCESSING ADDENDUM.

15.3 Exceptions

Sections 15.1 and 15.2 do not limit Customer’s obligation to pay fees, Customer’s indemnity obligations, Customer’s liability for breach of the Acceptable Use Policy or for infringing or misappropriating Offline Protocol’s intellectual property, or any liability that cannot be limited or excluded by law.

15.4 No personal liability

These Terms are with Offline Protocol, Inc. only. To the maximum extent permitted by law, none of Offline Protocol’s officers, directors, employees, contractors, agents, shareholders, or affiliates has any personal liability to Customer, its Members, or its End Users arising out of or relating to these Terms or the Services, and Customer will bring any claim only against Offline Protocol, Inc. and not against any of them. They may rely on this Section and on Sections 14 and 15.1.

15.5 Customer indemnity

Customer will defend, indemnify, and hold harmless Offline Protocol and its officers, directors, employees, contractors, agents, and affiliates from and against any claim, demand, or proceeding by a third party, and all resulting losses, damages, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) a Customer Application; (b) Customer Data; (c) Customer’s or its Members’ or End Users’ use of the Services; (d) Customer’s breach of these Terms or the Acceptable Use Policy; or (e) Customer’s failure to give End Users required notices or obtain required consents. We will notify Customer of the claim, may participate in the defense with counsel of our choice at our own expense, and Customer may not settle a claim that imposes an obligation on us without our written consent.

15.6 Offline Protocol indemnity

Any indemnity from Offline Protocol, including for intellectual property claims, applies only if it is set out in an Order.

15.7 Basis of the bargain

The fees reflect the allocation of risk in these Terms, and the disclaimers and limitations in Sections 14 and 15 are an essential basis of the bargain between the parties. They apply even if a limited remedy fails of its essential purpose.

16. Term, suspension, and termination

16.1 Term

These Terms apply from when you accept them until every Organization Customer uses is closed and all fees are paid. An Order has the term stated in it.

16.2 Suspension

We may suspend access to all or part of the Services, including specific Applications or API Keys, if we reasonably believe it is needed to prevent harm to the Services, other customers, End Users, or the public; if Customer breaches the Acceptable Use Policy; if fees remain unpaid as described in Section 9.7; if Customer reverses or charges back fees that were properly incurred; or if the law requires it. We will limit suspension to what is needed, give notice where practical, and restore access once the cause is resolved.

16.3 Termination by Customer

Customer may stop using the Services at any time. To end a paid Plan, downgrade to Free in the portal’s Billing tab, which takes effect at the end of the billing period, or delete the Organization. An owner can delete an Organization in the portal once any outstanding balance is paid. Deleting it cancels the paid subscription, bills any overage for the final billing period, and deactivates the Organization and its Applications and API Keys immediately. Thirty days later we permanently delete its Customer Data and Organization records, except records we must keep for legal, tax, billing, or security reasons. Fees already incurred, including overage for the final period, remain payable.

16.4 Termination by Offline Protocol

We may terminate these Terms or close an Organization if Customer materially breaches them and does not cure the breach within 30 days after notice, immediately for a serious or repeated breach of the Acceptable Use Policy, or for convenience with at least 30 days’ notice. For Organizations on the Free Plan with no activity for 12 months, we may close them after 30 days’ notice to the owner.

16.5 Data export and deletion

Before deleting an Organization, Customer can view and download usage from the portal and retrieve data through the Hosted Service APIs. After an Organization is deleted, or these Terms end, we delete its Customer Data as described in Section 16.3, except data in backups until the backups expire, and Proof of Location records on a public blockchain, which cannot be deleted. Customer may also ask us to delete Customer Data at any time by emailing legal@offlineprotocol.com. You can delete your developer Account in the portal. Deletion ends your access immediately, and we permanently delete your Account Data within 30 days, except records we must keep for legal, tax, billing, or security reasons. The Data Processing Addendum sets out the processor terms for deletion.

16.6 Survival

Sections 8 (Proof of Location), 9 (for amounts owed), 10.3, 10.4, 12, 13, 14, 15, 16.5, 16.6, 18, and 19 survive termination.

17. Changes to these Terms

We may update these Terms. We will post the updated version on this page and update the date above. If a change materially and adversely affects Customer, we will notify the owner of each affected Organization by email or in the portal at least 30 days before it takes effect, unless the change is required by law or addresses a security risk, in which case it may take effect sooner. If Customer does not agree to a change, Customer may stop using the Services before it takes effect. A change does not affect the fees or terms of an Order during its current term.

18. Governing law and disputes

18.1 Governing law

These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution

Before starting arbitration, a party must first send the other a written description of the dispute (to us at legal@offlineprotocol.com), and the parties will try in good faith to resolve it for 30 days.

18.3 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be conducted in English, and the award may be entered and enforced in any court of competent jurisdiction.

18.4 Class action waiver

EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND WAIVES ANY RIGHT TO A JURY TRIAL.

18.5 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of its intellectual property rights or Confidential Information, and we may bring an action in court to collect unpaid fees. Any court proceeding permitted under these Terms will be brought in the state or federal courts located in Delaware, and each party consents to their jurisdiction.

19. General

• Notices. We send notices to the email address of the Organization owner or the Account, or show them in the portal. Customer sends legal notices to legal@offlineprotocol.com. Notices are effective when sent.
• Export and sanctions. Each party will comply with export control and sanctions laws that apply to it. Customer will not use the Services, or allow them to be used, in violation of those laws.
• Assignment. Customer may not assign or transfer these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets, with notice to us. We may assign these Terms without restriction. Any other attempted assignment is void.
• Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, labor disputes, internet, power, or telecommunications failures, attacks on networks, and failures of third-party services or blockchains. This does not excuse payment obligations.
• Independent parties. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship, and no third-party beneficiaries.
• Entire agreement. These Terms, with the documents listed in Section 3, are the entire agreement between the parties about their subject and replace all earlier or contemporaneous agreements, proposals, and representations about it.
• Severability. If a provision of these Terms is found unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full effect.
• Waiver. A failure or delay in enforcing a provision is not a waiver of it. A waiver must be in writing.
• U.S. government users. The Services are commercial computer software and services, provided to government users with only the rights in these Terms.