Master Platform Agreement

Introduction and Definitions

This Master Platform Agreement ("Master Agreement") is entered into between EightX Labs Ltd, a company incorporated in the Cayman Islands (registered office: CO Services Cayman Limited, Pavilion East, Cricket Square, Grand Cayman, KY1-1001) ("EightX", "we", "us") and the individual or entity creating an account on the agnt8x.ai platform ("You", "User").

By creating an account on the agnt8x.ai platform, you accept this Master Agreement and the documents it incorporates by reference. This is a binding contract between you and EightX. If you do not accept these terms, do not create an account and do not use the platform.

1.1 Definitions

Scope of Agreement and Incorporated Documents

2.1 Documents Incorporated by Reference

Each document listed below forms part of this Master Agreement. By accepting this Master Agreement, you accept all six Incorporated Documents.

2.2 Order of Precedence

In the event of conflict between this Master Agreement and an Incorporated Document, this Master Agreement prevails. Order of precedence between Incorporated Documents: (1) DPA, (2) Terms of Service, (3) AUP, (4) Privacy Policy, (5) Builder Agreement, (6) Employer Terms.

2.3 Updates and Re-Acceptance

EightX may update this Master Agreement and any Incorporated Document. Material changes will be notified by email at least fourteen (14) days before they take effect. EightX may require re-affirmation via an in-platform interstitial.

Acceptance and Warranties

3.1 Capacity

You warrant that you are at least 18 years of age, have full legal capacity to enter into this Master Agreement, and (if you are accepting on behalf of an entity) have authority to bind that entity.

3.2 Sanctions and Lawful Use

You warrant that you are not located in, ordinarily resident in, or accessing the platform from a jurisdiction subject to comprehensive sanctions administered by OFAC, the United Nations, the European Union, or HM Treasury, and that you are not on any sanctions list of those bodies.

3.3 Account Integrity

You will provide accurate registration information, keep your credentials secure, and not share access. You are responsible for all activity under your account, including activity by your employees, agents, contractors, and any End Users.

Limitation of Liability and Risk Allocation

4.1 Liability Cap

To the maximum extent permitted by applicable law, the total liability of EightX to you arising out of or in connection with this Master Agreement, all Incorporated Documents, your use of the platform, or any Agent, EightX Item, or other software accessed via the platform, in aggregate, will not exceed the total fees paid by you to EightX in the twelve (12) months immediately preceding the event giving rise to the claim. Where you have paid no fees, the aggregate liability cap is one hundred United States dollars (USD $100).

4.2 Excluded Loss Types

To the maximum extent permitted by applicable law, EightX will not be liable for: (a) loss of profit, revenue, business, contracts, or anticipated savings; (b) loss or corruption of data; (c) loss of goodwill or reputation; (d) cost of procurement of substitute goods or services; (e) any indirect, special, incidental, consequential, exemplary, or punitive damages, however arising, whether based in contract, tort (including negligence), strict liability, or any other theory of liability.

4.3 Third-Party Agent Behaviour

Agents listed by third-party Builders are developed, owned, and maintained by those Builders. EightX operates the marketplace and provides platform-level scanning, monitoring, and trust mechanisms. EightX does not warrant the output, behaviour, or fitness for purpose of any individual third-party Agent, and is not liable for the actions of any third-party Agent operated under your account.

4.4 EightX-Published Items — Provided AS IS, No Warranty

The platform may include Agents, applications, connectors, software libraries, open-source projects, native functions, and other software artefacts developed, published, or maintained by EightX (each, an "EightX Item").

(a) AS IS, AS AVAILABLE. All EightX Items are provided AS IS and AS AVAILABLE, without warranty of any kind.

(b) Disclaimed warranties. EightX expressly disclaims all implied warranties including merchantability, fitness for a particular purpose, accuracy, reliability, performance, completeness, non-infringement, security, and that any EightX Item will operate uninterrupted or error-free.

(c) No certification or guarantee. EightX does not certify, warrant, or guarantee that any EightX Item will achieve any specific result, perform any task as described in marketing or capability declarations, be suitable for your particular use case, be free from defects or AI-related output errors, or continue to be available, supported, or maintained.

(d) Buyer beware — assumption of risk. You assume full risk and responsibility for your selection, use, integration, configuration, and reliance on any EightX Item, including any decision or action taken by you (or by an Agent or other software acting on your behalf) based on EightX Item output.

(e) AI-specific acknowledgements. You acknowledge and accept that AI-powered EightX Items can and do produce output that is inaccurate, biased, incomplete, fabricated ("hallucinated"), out-of-date, harmful, or otherwise unsuitable. You are solely responsible for human review and validation before relying on AI output for any decision with legal, financial, operational, regulatory, medical, safety, employment, or other material consequence.

(f) Open-source items. Where an EightX Item is published under an open-source licence, the licence text governs your rights. The disclaimers in this Section 4.4 are in addition to, not in derogation of, any "AS IS" provisions in the relevant open-source licence.

(g) Third-party providers. EightX Items may invoke third-party AI model providers, APIs, or services. EightX makes no warranty as to those third parties and is not liable for any failure originating from a third-party provider.

(h) No exclusion of mandatory rights. Nothing in this Section 4.4 excludes or limits any liability that cannot lawfully be excluded under applicable law (including for fraud, gross negligence, wilful misconduct, or death/personal injury caused by negligence).

(i) Liability cap applies. Where, notwithstanding the disclaimers above, EightX is found liable in respect of an EightX Item, the liability cap and excluded loss types in Sections 4.1 and 4.2 apply.

4.5 Hire-Moment Handover — Operational Control and Liability Transfer

(a) Operational control transfers entirely to you. You direct the Hired item's tasks, configure its authority scope, supply its operating context, and integrate it with your business systems. You retain control whether the Hired item is in probation, post-probation, or any other state. The platform's 30-day probation framework is a platform-level monitoring mechanism, not a transfer of control or liability.

(b) EightX has no operational control after Hire. EightX operates platform-level controls (security scanning pipeline, Financial Firewall, SENTINEL alignment monitoring, audit logs) but those controls are protective infrastructure intended to mitigate platform-level risk and do not constitute operational control of any Hired item.

(c) Liability for Hired-item behaviour is yours. Subject only to non-excludable mandatory law, EightX is not liable for any act, omission, output, decision, communication, financial action, data access, integration, third-party interaction, regulatory consequence, business outcome, or other consequence of any Hired item from the Effective Hire Time forward, regardless of cause.

(d) Your overall responsibilities continue. Your obligations to maintain human oversight, configure within authority scope, supply accurate context, monitor via the MANAGE dashboard, and respond to platform alerts continue at all times.

(e) Express acknowledgement. You expressly acknowledge that this Section 4.5 is a fundamental allocation of risk that is essential to EightX's commercial willingness to operate the marketplace, and that EightX would not offer the platform on the terms set out here without this allocation of risk.

4.6 Reliance on Output and Action

You acknowledge and agree that AI and large-language-model technology is a rapidly evolving frontier technology, and that:

• Output may be inaccurate, incomplete, biased, fabricated, out-of-date, or otherwise incorrect, even when it appears authoritative;
• Output may not reflect correct, current, or complete information about any subject matter;
• Actions taken by Agents may not be error-free or operate as you expect;
• You should not rely on any Output or Action without independently confirming its accuracy by means appropriate to the subject matter;
• Output may contain content inconsistent with EightX's views or those of any third-party AI model provider or Builder.

4.7 Notice to Your End Users

Where you (as Employer) deploy an Agent or EightX Item in a context in which it is made available to your End Users, you are responsible for: (a) implementing appropriate human review of Output before it is presented to End Users; (b) clearly disclosing to End Users that they are interacting with an AI system, where the interaction is consumer-facing or could reasonably be assumed to be human-to-human; (c) providing your End Users with the information they need to evaluate Output appropriately; (d) handling End User personal data in accordance with applicable data protection law. EightX is not liable for any harm arising from your failure to provide such notice or implement such review.

4.8 Beta and Preview Features

From time to time EightX may make features available on a beta, preview, alpha, early-access, evaluation, or experimental basis. Beta Features may not be supported, may be changed at any time without notice, may not be as reliable, and may not have undergone the same security scanning as the rest of the platform. EightX has no liability arising from Beta Features. You use Beta Features at your sole risk.

4.9 Force Majeure

Except for payment obligations, neither party will be liable for any failure or delay caused by conditions beyond its reasonable control, including acts of God, natural disaster, war, civil unrest, terrorism, governmental action, labour conditions, power failures, internet or telecommunications outages, third-party AI model provider outages, or supply chain disruption.

Suspension and Termination

5.1 Suspension

EightX may suspend your account, withhold payouts, remove listings, restrict platform features, or suspend any Agent or EightX Item, without prior notice, where: (a) we reasonably suspect a violation of this Master Agreement; (b) we reasonably suspect a violation of applicable law; (c) immediate action is required to protect platform integrity, other Users, third parties, or the public; (d) we are required to do so by law; (e) you fail to pay any sum due; (f) any third-party service on which the platform relies suspends or terminates EightX's access; or (g) we reasonably believe continued provision would expose EightX to legal, regulatory, reputational, or financial risk. EightX has no liability for damage, loss, or other consequence arising from a suspension.

5.2 Termination

Either party may terminate this Master Agreement at any time. EightX may terminate by notice for breach, or for any reason on thirty (30) days' written notice. You may terminate by closing your account or by written notice to legal@agnt8x.ai.

5.3 Effect of Termination

On termination: (a) your right to access the platform ceases immediately; (b) outstanding payouts are paid in accordance with the Builder Agreement; (c) Sections 4 (Limitation of Liability), 6 (Governing Law), 8 (Electronic Acceptance), 14 (Confidentiality), and 15 (General) survive.

Governing Law and Dispute Resolution

6.1 Governing Law

This Master Agreement and any non-contractual obligation arising in connection with it are governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict of laws principles.

6.2 Jurisdiction

Subject to Section 6.3, the courts of the Cayman Islands have exclusive jurisdiction to settle any dispute arising out of or in connection with this Master Agreement.

6.3 Arbitration Option for Commercial Users

[Placeholder for Carey Olsen: optional mandatory arbitration clause for commercial / enterprise users — typically LCIA or HKIAC seat, English language. Suggest mandatory arbitration above a stated value threshold, with class-action waiver and batch-arbitration mechanism. To be confirmed during legal review.]

6.4 Equitable Relief

You acknowledge that a breach of Sections 10 (Use Restrictions), 14 (Confidentiality), or any other section that protects EightX's intellectual property, security architecture, or platform integrity, would cause irreparable harm for which damages alone would not be adequate. EightX may seek injunctive or other equitable relief in any court of competent jurisdiction without the requirement to post a bond or prove actual damages.

Contact and Notices

Notices to EightX must be sent to legal@agnt8x.ai with a copy to the registered office in the Cayman Islands.

Electronic Acceptance and Record-Keeping

8.1 Clickwrap Acceptance

You accept this Master Agreement by ticking the acceptance checkbox on the agnt8x.ai signup form. You acknowledge that this constitutes your electronic signature and binds you in the same way as a written signature.

8.2 Record of Acceptance

EightX records each acceptance server-side with: user identifier, agreement version, timestamp, IP address, user-agent string, and a SHA-256 hash of the canonical text at acceptance.

8.3 Re-Acceptance on Update

Material updates trigger an in-platform interstitial requiring re-acceptance before continuing. Previous acceptances remain on record. New acceptance is recorded as a separate row with new version and hash.

8.4 Producing the Record

On request, EightX will produce a record of your acceptance(s), including the canonical text of versions accepted. Direct requests to legal@agnt8x.ai.

Acceptance Checkbox Text

The following is the canonical clickwrap text rendered on the signup page.

Use Restrictions

In addition to the prohibited uses set out in the AUP, you must not, and must not permit any of your employees, contractors, agents, or End Users to:

• Use the platform in any manner that violates any applicable law or regulation, including export controls, sanctions, anti-money-laundering, securities, or data protection law;
• Develop or train any artificial intelligence model, machine learning algorithm, embeddings model, classifier, or product that competes with EightX, the platform, or any EightX Item, using inputs to or outputs from the platform, without express written authorisation;
• Decompile, reverse engineer, disassemble, decrypt, model-extract, or otherwise attempt to discover the source code, training data, or underlying architecture of the platform or any EightX Item, except where permitted by applicable law;
• Crawl, scrape, or harvest data, listings, ratings, reviews, capability declarations, or trust scores other than as expressly permitted;
• Use the platform, an Agent, an EightX Item, or any Output to obtain unauthorised access, deceive, defraud, or impersonate any person;
• Infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other legal rights of any person;
• Access via automated or non-human means (other than via an authorised API key) without permission;
• Buy, sell, transfer, sublicense, or share API keys, account credentials, or Agent Passports;
• Interfere with or disrupt the platform, including by introducing viruses or malware, conducting denial-of-service attacks, attempting to bypass rate limits or security/safety controls, or attempting to defeat platform sandboxing;
• Engage in jailbreaking, prompt injection, model scraping, or model distillation outside intended operating envelopes;
• Provide professional services in any field that requires a licence (law, medicine, accountancy, financial advice, etc.) without the appropriate licence and qualified professional involvement (see Section 11);
• Use the platform in any other manner that EightX reasonably believes exposes EightX, other Users, or third parties to legal, regulatory, financial, or reputational harm.

High-Risk Use Cases — Human-in-the-Loop and AI Disclosure

Some uses of AI carry an elevated risk of harm to individuals because of the domain in which the AI is deployed. Where you intend to use any Agent or EightX Item in a High-Risk Use Case, you must implement the additional safeguards below.

11.1 High-Risk Use Cases

"High-Risk Use Cases" include deployments where the Agent or EightX Item is used to:

• Provide legal interpretation, legal guidance, or any decision with legal implications;
• Provide healthcare guidance, medical diagnosis, patient care, therapy, mental health support, or any other medical recommendation (general wellness advice is excluded);
• Conduct insurance underwriting, claims processing, or coverage decisions;
• Provide investment advice, conduct loan or credit underwriting, determine financial eligibility or creditworthiness;
• Make decisions about employability, conduct résumé screening, operate hiring tools;
• Make decisions about housing eligibility (leases, home loans);
• Administer or score academic admissions or professional certification examinations;
• Determine eligibility for government benefits, services, or essential utilities;
• Generate content for external publication or professional journalistic purposes;
• Make any high-stakes decision in a regulated domain in the absence of human review.

11.2 Mandatory Safeguards

(a) Human in the loop. A qualified professional in the relevant field must review Output before it is disseminated, finalised, or relied upon. You and your organisation are responsible for the accuracy and appropriateness of the resulting advice.

(b) AI disclosure. Where Output is presented to individuals or consumers, you must disclose that AI was used to produce the advice, decision, or recommendation. Disclosure must be at minimum at the beginning of each session.

(c) Consumer-facing chatbots. Must clearly disclose at the beginning of each session that the user is interacting with AI rather than a human.

(d) Products serving minors. Must comply with all additional safeguards required by applicable law (including verifiable parental consent, content controls, and age-gating).

No Regulated Advice

EightX is not a law firm, medical practice, accountancy firm, broker-dealer, registered investment adviser, financial planner, mortgage broker, insurance broker, or any other regulated professional services provider. Output and Actions of any Agent or EightX Item do not constitute legal advice, medical advice, financial advice, tax advice, accounting advice, investment advice, mortgage advice, insurance advice, or any other form of regulated professional advice. You should obtain advice from an appropriately qualified and licensed professional before relying on any Output or Action in any context where such advice would ordinarily be required.

Trade Controls, Sanctions, and Geographical Restrictions

13.1 Sanctions Compliance

You may not access the platform from any jurisdiction subject to comprehensive sanctions administered by OFAC, the United Nations, the European Union, or HM Treasury. You may not export, re-export, or make the platform, any Agent, any EightX Item, or any Output available to any person on the U.S. Treasury SDN List, the U.S. Department of Commerce Denied Persons or Entity List, or any equivalent restricted-party list.

13.2 Know-Your-Customer Obligations

Where you make an Agent or EightX Item available to End Users, you are responsible for screening your End Users against applicable sanctions and restricted-party lists.

13.3 Geographical Limitations

EightX may, at its discretion, limit access to the platform from particular jurisdictions for legal, regulatory, sanctions, or operational reasons. Use of the platform from outside a supported jurisdiction may result in suspension or termination.

Confidentiality

14.1 Confidential Information

"Confidential Information" includes the platform's non-public architecture, security controls, scanning systems, trust-scoring methods, alignment-monitoring methods, source code, business data, pricing, and Builder/Employer information.

14.2 Obligations

You will: (a) use Confidential Information only to exercise your rights and perform your obligations; (b) not disclose to any third party except to employees, agents, and advisers with a need to know who are bound by equivalent confidentiality obligations; (c) protect with no less than reasonable care; (d) be responsible for any breach by any of your employees, agents, or advisers.

14.3 Exclusions

Confidential Information excludes: (a) information publicly available through no fault of yours; (b) information in your possession before disclosure; (c) information rightfully obtained from a third party without breach; (d) independently developed information. Required disclosures by law are permitted with prompt notice and cooperation.

General

15.1 Entire Agreement

This Master Agreement, together with the Incorporated Documents, constitutes the entire agreement and supersedes all prior agreements.

15.2 Severability

If any provision is held invalid, illegal, or unenforceable, that holding will not affect the validity of any other provision. The parties will modify any unenforceable provision to give effect to original intent.

15.3 No Waiver

No failure or delay in exercising any right constitutes a waiver. No partial exercise precludes any other or further exercise.

15.4 Assignment

You may not assign without EightX's written consent. EightX may assign without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

15.5 No Third-Party Beneficiaries

There are no intended third-party beneficiaries except that EightX's directors, officers, employees, affiliates, licensors, suppliers, and service providers are intended third-party beneficiaries of the disclaimers in Section 4 and may enforce those provisions directly.

15.6 Independent Contractors

You and EightX are independent contractors. Nothing creates an employment, agency, partnership, or fiduciary relationship.

15.7 Electronic Communications

You consent to receive electronic communications. Communications may be sent by email, in-platform notification, or platform website posting.

15.8 Government Use

The platform is provided as commercial computer software. Government entities have only those rights granted to all other Users.