OpenMerch Terms of Service

1. Agreement

These Terms of Service (“Terms”) govern access to and use of the OpenMerch platform (the “Service”), operated by One Kernel, Inc., a Delaware corporation, doing business as OpenMerch (“OpenMerch,” “we,” “us,” or “our”).

By accessing or using the Service, you agree to these Terms.

2. Service Description

OpenMerch provides a usage-based, API-driven job execution platform.

OpenMerch:

• executes Jobs submitted by Customers or their Agents
• provides infrastructure, routing, and metering for such execution

OpenMerch does not:

• create, control, or validate Job logic
• act as an agent, representative, or fiduciary
• guarantee Outputs

3. Definitions

• “Customer” means the individual or entity using the Service.
• “Job” means an atomic unit of execution submitted to the Service.
• “Agent” means any software or system configured by Customer that submits Jobs.
• “Provider” means any third-party service, API, or system that executes Jobs.
• “Output” means any result generated from a Job.
• “Execution Authorization Envelope” or “EAE” means all Jobs initiated using Customer credentials, API keys, Agents, or authorized integrations. All such Jobs are deemed authorized by Customer.

4. Execution Authorization

• All Jobs within the Execution Authorization Envelope are conclusively deemed authorized by Customer, regardless of origin, intent, or method of initiation.
• Customer is solely responsible for all activity within its Execution Authorization Envelope.

5. Accounts and Security

Customer must:

• maintain the confidentiality of credentials and API keys
• control Agent configuration and access

Customer is responsible for all activity conducted using its credentials. OpenMerch is not liable for unauthorized access resulting from Customer systems, configurations, or credential compromise.

6. Shared Responsibility

6.1 OpenMerch Responsibilities

OpenMerch is responsible for executing Jobs as submitted, and maintaining infrastructure, routing systems, and platform-level policies.

6.2 Customer Responsibilities

Customer is responsible for:

• Job logic, intent, and legality
• Agent behavior and configuration
• data submitted and Outputs generated
• monitoring usage and cost

OpenMerch has no obligation to monitor or validate Customer activity beyond automated or policy-based enforcement.

7. Data Processing

OpenMerch processes data solely to execute Jobs. OpenMerch does not use Customer data to train models and does not claim ownership of Customer inputs or Outputs.

Jobs may involve third-party Providers. Such Providers may process Customer data as part of Job execution. While OpenMerch requires Providers to adhere to platform-level data handling, security, and acceptable use policies, OpenMerch does not independently verify or guarantee Provider compliance and is not responsible for Provider behavior.

8. Marketplace Model and Intermediary Role

OpenMerch operates a permissionless, multi-provider execution environment in which Jobs may be routed dynamically to Providers. Customer acknowledges and agrees that:

• No Direct Relationship. Providers may process Jobs without any direct contractual relationship with Customer or Customer's Agent.
• Platform-Level Governance. All Customers, Agents, and Providers operate subject to OpenMerch's platform-level policies.
• Provider Obligations. Providers are required to adhere to OpenMerch's platform-level standards as a condition of participation.
• Intermediary Role. OpenMerch acts as a neutral execution and coordination layer and may, but is not obligated to, facilitate dispute intake, investigation, or resolution.
• Audit and Enforcement. OpenMerch reserves the right, at its sole discretion, to monitor, audit, suspend, restrict, or remove any Provider, Job, or access to protect platform integrity, data security, or compliance with these Terms.
• Routing Discretion. OpenMerch may consider factors such as price, availability, performance, and historical behavior when routing Jobs, but does not guarantee Provider selection criteria or outcomes.
• Assumption of Risk. Customer acknowledges that participation in a permissionless execution environment involves inherent risks and accepts such risks.
• Economic Enforcement. OpenMerch may enforce platform rules through financial controls, including withholding or delaying payouts, applying offsets or deductions, reversing or clawing back amounts where permitted, and restricting access to execution or routing.

9. Billing, Authorization, and Settlement

9.1 Usage

Charges accrue per executed Job.

9.2 Authorization and Reservation

By submitting a Job, Customer authorizes OpenMerch to estimate and reserve funds required for execution, place holds or pre-authorizations, and adjust reserved amounts based on actual execution cost. OpenMerch may require sufficient available balance or payment authorization prior to execution.

9.3 Settlement

Following Job execution, OpenMerch will finalize charges based on actual usage and release, capture, or adjust any prior reservation. Customer agrees that settlement amounts may differ from initial estimates.

9.4 Finality

Charges are non-reversible except in cases of demonstrable platform error.

9.5 No Outcome-Based Disputes

Output quality, accuracy, or usefulness does not affect billing or settlement.

9.6 Usage Monitoring

Customer is responsible for monitoring usage and costs. Usage alerts, thresholds, or estimates may be delayed or inaccurate and do not limit charges unless explicitly configured as hard limits.

9.7 Automated and Excessive Activity

All executed Jobs are billable, including those resulting from automated systems, configuration errors, or recursive or high-frequency activity.

9.8 Offsets and Adjustments

OpenMerch may offset, withhold, or adjust amounts owed in connection with fraud or abuse, policy violations, chargebacks or payment reversals, or disputes involving Providers or Jobs.

10. Acceptable Use

Customer may not use the Service to execute Jobs that violate applicable law, infringe the rights of others, or facilitate fraud, abuse, or unauthorized access. OpenMerch may block, suspend, or terminate Jobs or access at its sole discretion.

11. Outputs

Outputs are provided “as is.” OpenMerch makes no warranties regarding accuracy, reliability, or fitness for purpose and does not review, validate, or endorse Outputs. Customer is solely responsible for evaluating and using Outputs.

12. Provider Payments and Enforcement

Where OpenMerch facilitates payments to Providers:

• Conditional Payouts. Provider compensation may be conditional upon successful Job execution, policy compliance, and absence of disputes, fraud, or abuse.
• Withholding and Delays. OpenMerch may delay or withhold payouts for risk management, dispute resolution, or compliance purposes.
• Clawbacks. To the extent permitted by law, OpenMerch may reverse, reclaim, or offset prior payouts in cases of fraud or misconduct, violation of platform policies, data misuse or unauthorized processing, or material service failure.
• Identity and Onboarding Requirements. OpenMerch may require identity verification or onboarding requirements for Providers as a condition of payment eligibility.
• Payment Processor Dependency. Payments may be processed through third-party providers. OpenMerch is not responsible for delays or limitations imposed by such providers.
• No Guarantee of Earnings. OpenMerch does not guarantee Provider selection, routing volume, or earnings.

13. Third-Party Providers

Jobs may rely on third-party Providers that are dynamically selected and may not have a direct contractual relationship with Customer. OpenMerch is not responsible for availability or performance of Providers, errors or failures caused by Providers, or misuse or disclosure of data by Providers. Providers remain independent third parties.

14. Availability

The Service is provided on a commercially reasonable basis. OpenMerch does not guarantee uninterrupted or error-free operation and is not liable for downtime, delays, or interruptions.

15. Intellectual Property

Customer retains ownership of inputs and Outputs. OpenMerch retains all rights, title, and interest in and to the Service, including its infrastructure, APIs, and systems. OpenMerch may use aggregated and anonymized data to operate, maintain, and improve the Service.

16. Limitation of Liability

To the maximum extent permitted by law, OpenMerch is not liable for Jobs or Outputs, decisions made based on Outputs, unauthorized or unintended activity within the Execution Authorization Envelope, or third-party claims arising from Customer activity.

OpenMerch's total liability arising out of or relating to the Service will not exceed, in the aggregate, the greater of: (a) the total amounts paid by Customer to OpenMerch in the six (6) months preceding the event giving rise to the claim; or (b) one hundred U.S. dollars ($100).

To the maximum extent permitted by law, in no event will OpenMerch be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, data, or goodwill, even if advised of the possibility of such damages.

These limitations do not apply to: (i) a party's indemnification obligations under Section 17; (ii) a party's gross negligence, willful misconduct, or fraud; or (iii) infringement or misappropriation of the other party's intellectual property rights.

17. Indemnification

Customer will indemnify and hold harmless One Kernel, Inc., its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses arising out of Jobs executed within the Execution Authorization Envelope, violation of these Terms, or infringement of third-party rights.

18. Suspension and Termination

OpenMerch may suspend or terminate access immediately, without notice, if Customer activity creates risk to the Service or other users, or violates these Terms. OpenMerch may block Jobs or restrict usage at any time.

19. Automated Activity

Customer acknowledges that Agents may generate high-frequency or unintended activity. OpenMerch has no obligation to detect or prevent such activity.

20. Execution Integrity

OpenMerch guarantees execution integrity only. OpenMerch does not guarantee correctness, usefulness, legality, or appropriateness of Outputs.

21. Modifications

OpenMerch may update these Terms at any time. Continued use of the Service constitutes acceptance of the updated Terms.

22. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

23. Contracting Entity

The Service is operated by One Kernel, Inc., a Delaware corporation. “OpenMerch” is a trade name and not a separate legal entity. All rights and obligations under these Terms are between Customer and One Kernel, Inc.