ON YOUR BEHALF TERMS OF SERVICE

Last Updated: January 30th, 2026

These Terms of Service (“Terms”) are an agreement between On Your Behalf, Inc., a Delaware corporation (“On Your Behalf”) and you or the organization, company, or other entity that you represent (“Customer” or “You”) and apply to Your access to and use of (i) the website located at https://onyourbehalf.ai/ (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by On Your Behalf, and (ii) software and online services, including the desktop computer application, extensions, and plug-ins, and browser extensions (together with the Site, the “Services”).

BY AGREEING TO THESE TERMS, YOU AND ON YOUR BEHALF AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH ON YOUR BEHALF, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 14(j). If You do not agree to these Terms, do not use On Your Behalf’s Services.

On Your Behalf may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of On Your Behalf’s Services (“Supplemental Terms”). Any Supplemental Terms become part of Your agreement with On Your Behalf if You use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

On Your Behalf may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If On Your Behalf makes future changes, On Your Behalf may provide You with notice of such changes, such as by sending an email, providing a notice through On Your Behalf’s Services, or updating the date at the top of these Terms. Unless On Your Behalf says otherwise in On Your Behalf’s notice, the amended Terms will be effective immediately, and Your continued use of On Your Behalf’s Services after On Your Behalf provides such notice will confirm Your acceptance of the changes. If You do not agree to the amended Terms, You must immediately stop using On Your Behalf’s Services.

1. Eligibility and Use Restrictions

  1. Authorization. If You use On Your Behalf’s Services on behalf of another person or entity, (a) all references to “You” throughout these Terms (other than in this Section 1(a)) will include that person or entity, (b) You represent that You are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event You or that person or entity violates these Terms, that person or entity also agrees to be responsible to On Your Behalf.
  2. Jurisdiction. You may only use On Your Behalf’s Services in jurisdictions authorized by On Your Behalf. Use of On Your Behalf’s Services is currently authorized only in the United States.
  3. Use and Sharing. You may only use On Your Behalf’s Services, as applicable, for personal, family or household purposes or for Your internal business use, and not for the benefit or use of any third party. On Your Behalf may permit You to designate authorized individuals (“Authorized Users”) to use On Your Behalf’s Services, and only Authorized Users may use On Your Behalf’s Services. You will be solely responsible for Your Authorized Users and their activity in connection with the Services.
  4. Age. Users under 18 years of age (or the age of legal majority where you live) may not use the Services. If you are a parent or guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at account-support@onyourbehalf.ai.

2. Your Information

You may provide certain information to On Your Behalf in connection with Your access or use of On Your Behalf’s Services, or On Your Behalf may otherwise collect certain information about You when You access or use On Your Behalf’s Services. You agree to receive emails, SMS or text messages, and other types of communication from On Your Behalf via the Services using the email address or other contact information You provide in connection with the Services. You represent and warrant that any information that You provide to On Your Behalf in connection with the Services is accurate.

For information about how On Your Behalf collects, uses, shares and otherwise processes information about You, please see On Your Behalf’s Privacy Policy https://onyourbehalf.ai/privacy.

3. Accounts

You, and if applicable Your Authorized Users, must create accounts in order to use some or all of On Your Behalf’s Services. You will, and You will ensure that any Authorized Users, (a) not share their account credentials, (b) provide accurate account information and promptly update this information if it changes, and (c) use secure access credentials (such as a strong password, passkey or email magic links, as applicable) for their account that is unique to On Your Behalf’s Services and not used by that Authorized User in any other website or online service. You will maintain the security of any accounts created by Your Authorized Users. If You discover or suspect that someone has accessed the account of one of Your Authorized Users without permission, You will promptly notify On Your Behalf. On Your Behalf reserves the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

4. User Content

  1. As between the parties and to the extent permitted by applicable law, On Your Behalf agrees that You retain all rights to your Inputs and own all your Outputs, except as otherwise stated herein. On Your Behalf disclaims any rights it receives to the User Content under these Terms. “Inputs” means queries, prompts, submissions, data, attachments, or other information submitted to the Services by or on behalf of Customer or its Authorized Users and “Outputs” means content, results, text, and other information generated by the Services in response to Your Inputs (Inputs and Outputs are each “User Content”).
  2. Except for the license You grant below, as between You and On Your Behalf, You retain all rights in and to Your User Content, excluding any portion of the Services included in Your User Content. You grant On Your Behalf a perpetual, irrevocable (except in the event You delete your account), nonexclusive, royalty-free, worldwide, and fully paid license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit Your User Content and any name, username or likeness provided in connection with Your User Content in all media formats and channels now known or later developed without compensation to You or any third party to provide You the Services and to improve, develop and operate the Services and On Your Behalf’s other products and offerings. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that You may have under any applicable law or under any legal theory.
  3. You represent and warrant that Your User Content, and On Your Behalf’s use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, use, store, or share any User Content that:
    • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
    • Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
    • May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
    • Contains or depicts any statements, remarks, or claims that do not reflect Your honest views and experiences;
    • Contains any private or personal information of a third party without such third party’s consent;
    • Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
    • In On Your Behalf’s sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying On Your Behalf’s Services, or may expose On Your Behalf or others to any harm or liability of any type.
  4. Enforcement of this Section 4 is solely at On Your Behalf’s discretion, and failure to enforce this section in some instances does not constitute a waiver of On Your Behalf’s right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
  5. On Your Behalf does not undertake to review all User Content, and On Your Behalf expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although On Your Behalf has no obligation to screen, edit, or monitor User Content, On Your Behalf may:
    • Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
    • Terminate or suspend Your access to all or part of the Services, temporarily or permanently, if Your User Content is reasonably likely, in On Your Behalf’s sole determination, to violate applicable law or these Terms;
    • Take any action with respect to Your User Content that is necessary or appropriate, in On Your Behalf’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect On Your Behalf’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights; and
    • As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing On Your Behalf to disclose the identity or other information of anyone posting any User Content on or through the Services.
  6. It is Your responsibility to evaluate whether Outputs are appropriate for Your use case, including where human review is appropriate, before using or sharing Outputs. You acknowledge that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

5. Prohibited Conduct

  1. You will not use On Your Behalf’s Services if You are not eligible to use On Your Behalf’s Services in accordance with Section 1 and will not use On Your Behalf’s Services other than for their intended purpose. Further, You will not, in connection with On Your Behalf’s Services:
    • Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
    • Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
    • Use or attempt to use another user’s account or information without authorization from that user and On Your Behalf;
    • Sell or resell On Your Behalf’s Services;
    • Copy, reproduce, distribute, publicly perform, or publicly display all or portions of On Your Behalf’s Services, except as expressly permitted by On Your Behalf or On Your Behalf’s licensors;
    • Modify On Your Behalf’s Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon On Your Behalf’s Services;
    • Use On Your Behalf’s Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying On Your Behalf’s Services or that could damage, disable, overburden, or impair the functioning of On Your Behalf’s Services in any manner;
    • Reverse engineer any aspect of On Your Behalf’s Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of On Your Behalf’s Services;
    • Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from On Your Behalf’s Services except in accordance with instructions contained in On Your Behalf’s robots.txt file and only to compile for search results, provided that On Your Behalf grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. On Your Behalf reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
    • Develop or use any applications or software that interact with On Your Behalf’s Services without On Your Behalf’s prior written consent;
    • Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
    • Link to any online portion of the Services; or
    • Use On Your Behalf’s Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
  2. Enforcement of this Section 5 is solely at On Your Behalf’s discretion, and failure to enforce this section in some instances does not constitute a waiver of On Your Behalf’s right to enforce it in other instances.

6. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by On Your Behalf or On Your Behalf’s licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by On Your Behalf or On Your Behalf’s licensors (“On Your Behalf IP”). Subject to Your compliance with these Terms (including Sections 4 and 5), You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use On Your Behalf’s Services for internal use and solely with respect to any applications included in the Services, install and use such application on a personal device that You own or control. Any use of the Services other than as specifically authorized herein, without On Your Behalf’s prior written permission, is strictly prohibited and will terminate the license granted herein and violate On Your Behalf’s intellectual property rights. Any applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the applicable application and remove (that is, uninstall and delete) the applicable application from your mobile or personal device.

7. Trademarks

On Your Behalf’s logos, product or service names, slogans, and the look and feel of the Services are trademarks of On Your Behalf and may not be copied, imitated or used, in whole or in part, without On Your Behalf’s prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by On Your Behalf.

8. Feedback

You may voluntarily post, submit, or otherwise communicate to On Your Behalf any questions, comments, suggestions, ideas, original or creative materials, or other information about On Your Behalf or On Your Behalf’s Services (collectively, “Feedback”). You understand that On Your Behalf may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to You, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in On Your Behalf’s sole discretion. On Your Behalf will exclusively own all improvements to, current or new, On Your Behalf products, services, or Services based on any Feedback. You understand that On Your Behalf may treat Feedback as nonconfidential.

9. Third-Party Content

  1. On Your Behalf’s Services rely on or interoperate with third-party products and services, including, without limitation, third party tools, data storage services, communications technologies, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond On Your Behalf’s control, but their operation may impact, or be impacted by, the use and reliability of On Your Behalf’s Services. You acknowledge that (a) the use and availability of the Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that On Your Behalf’s Services operate.
  2. Specifically, certain items of independent, third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to On Your Behalf under the terms of the license that accompanies such Open-Source Software and may be licensed to You under the terms of the same license or through other terms. Nothing in the Terms limits Your rights under, or grants You rights that supersede, the terms and conditions of any applicable license for such Open-Source Software. Please see On Your Behalf’s Open-Source Software Disclosure for more information regarding the Open-Source Software utilized in connection with On Your Behalf’s Services.
  3. On Your Behalf may further provide information about or links to third-party products, services, activities, or events, or On Your Behalf may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). On Your Behalf provides Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and Your use of or interaction with any Third-Party Content are solely between You and the third party.
  4. On Your Behalf has no obligation to monitor Third-Party Materials or Third-Party Content, and On Your Behalf may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through On Your Behalf’s Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

10. Indemnification

To the fullest extent permitted by applicable law, You will indemnify, defend, and hold harmless On Your Behalf and On Your Behalf’s officers, directors, agents, partners, and employees (individually and collectively, the “On Your Behalf Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs arising out of or related to (a) Your access to or use of the Services; (b) Your User Content or Feedback; (c) Your violation of these Terms; (d) Your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) Your conduct in connection with the Services. You will promptly notify On Your Behalf Parties of any third-party claims, cooperate with On Your Behalf Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The On Your Behalf Parties will have control of the defense or settlement, at On Your Behalf’s sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between You and On Your Behalf or the other On Your Behalf Parties.

11. Disclaimers

Your use of On Your Behalf’s Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at Your sole risk. Except as otherwise provided in a writing by On Your Behalf and to the fullest extent permitted under applicable law, On Your Behalf’s Services, and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are provided “as is” and “as available” without warranties of any kind, either express or implied. On Your Behalf disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, On Your Behalf does not represent or warrant that On Your Behalf’s Services or any content, including the Output, provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to On Your Behalf’s Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While On Your Behalf attempts to make Your use of On Your Behalf’s Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, On Your Behalf cannot and does not represent or warrant that On Your Behalf’s Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or On Your Behalf’s servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of On Your Behalf, On Your Behalf Parties, and On Your Behalf’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

12. Limitation of Liability

  1. To the fullest extent permitted by applicable law, On Your Behalf and the other On Your Behalf Parties will not be liable to You under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if On Your Behalf or the other On Your Behalf Parties have been advised of the possibility of such damages.
  2. The total liability of On Your Behalf and the other On Your Behalf Parties for any claim arising out of or relating to these Terms or On Your Behalf’s Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by You to use On Your Behalf’s Services giving rise to the claim.
  3. The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of On Your Behalf or the other On Your Behalf Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You.

13. Release

To the fullest extent permitted by applicable law, You release On Your Behalf and the other On Your Behalf Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

14. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ON YOUR BEHALF TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND ON YOUR BEHALF CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND ON YOUR BEHALF FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND ON YOUR BEHALF AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. ON YOUR BEHALF AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
YOU AND ON YOUR BEHALF EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 14(j), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

  1. Claims This Section Applies To. This Section 14 applies to all Claims between You and On Your Behalf. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 14(c), below) between You and On Your Behalf, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms or the Services, including any claims related to the use or operation of the Services, the purchase of any products or services made available through the Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.
  2. Informal Dispute Resolution Before Arbitration. If You believe You have a Claim against On Your Behalf or if On Your Behalf believes it has a Claim against You, You and On Your Behalf will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and On Your Behalf will make a good-faith effort to negotiate the resolution of any Claim for 60 days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 14(b) (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.
    You must send any Claimant Notice to On Your Behalf by certified mail, addressed to On Your Behalf, Inc., Attn: Legal Department, 809 Cuesta Dr., Suite B PMB 1143, Mountain View, CA 94040, United States or by email to legal@onyourbehalf.ai. On Your Behalf will send any Claimant Notice to You by certified mail or email using the contact information You have provided to On Your Behalf. The party sending a Claimant Notice (the “Claimant”) will ensure it includes (i) the Claimant’s name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves(and not their counsel) verifying the accuracy of the contents of the Claimant Notice.
    No arbitration demand (“Arbitration Demand”) may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If You or On Your Behalf files an Arbitration Demand without complying with the requirements in this Section 14, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.
    To facilitate the parties’ efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Dispute Resolution Process through the date when suit or arbitration may be filed under these Terms.
  3. Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of You or On Your Behalf, including any disputes in which You or On Your Behalf seek injunctive or other equitable relief for the alleged unlawful use of Your or On Your Behalf’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 14(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.
  4. Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 14, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). If You are a “Consumer,” meaning that You only use the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules, as modified by these Terms (the “Rules”), will apply to Claims between You and On Your Behalf. If You are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between You and On Your Behalf.
    These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to You or On Your Behalf to satisfy one of On Your Behalf’s individual Claims (that the arbitrator determines are supported by credible relevant evidence).
  5. Arbitration Procedure and Location. You or On Your Behalf may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.
    Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to On Your Behalf by certified mail addressed to On Your Behalf, Inc., Attn: Legal Department, 809 Cuesta Dr., Suite B PMB 1143, Mountain View, CA 94040, United States or by email to legal@onyourbehalf.ai. On Your Behalf will send any demand for arbitration to You by certified mail or, if no physical address has been provided, by email using the contact information You have provided to On Your Behalf.
    The arbitration will be conducted by a single arbitrator in the English language. You and On Your Behalf both agree that the arbitrator will be bound by these Terms.
    For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.
    The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless You and On Your Behalf agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
    Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
  6. Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
  7. Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney’s fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
  8. Confidentiality. If You or On Your Behalf files a Claim in arbitration, You and On Your Behalf agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and On Your Behalf agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
  9. Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a “Mass Dispute” and the provisions of this Section 14(i) will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.
    1. Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration shall be subject to the AAA’s then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.
    2. Initial Arbitrations. The parties shall identify an initial set of 20 Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set shall be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each shall then select 10 Claimant Notices to proceed as Arbitration Demands. Claimants shall then file Arbitration Demands for the 20 selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and shall preside only over one Arbitration Demand, unless the parties agree otherwise.
    3. Mediation. Upon conclusion of the 20 Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties shall have 30 days following the conclusion of the last of the initial arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.
    4. Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial 20 Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 15.
      If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.
      If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30) that comply with Section 14(b) to proceed in arbitration in the same manner as described in Section 14(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.
  10. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date You first accepted a version of these Terms by emailing legal@onyourbehalf.ai. To be effective, the opt-out notice must be on Your own behalf and include Your full name, mailing address, and email address. The notice must also clearly indicate Your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, You are agreeing to resolve disputes in accordance with Section 15.
  11. Rejection of Modifications to this Section. You may reject any change On Your Behalf makes to this Section 14 (except changes to notice addresses) as to You, by emailing legal@onyourbehalf.ai within 30 days of the date of the change. To be effective, You must send the notice or rejection on Your own behalf, and You must include Your full name, mailing address, and email address. The notice must clearly indicate Your intent to reject changes to Section 14. You may reject changes to Section 14 only as a whole. You may not reject only certain changes to Section 14. If You reject changes made to Section 14, the most recent version of Section 14 that You have not rejected will continue to apply.
  12. Two Years to Assert Claims. To the extent permitted by law, any Claim by You or On Your Behalf against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that You or On Your Behalf will no longer have the right to assert that Claim.
  13. Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.

15. Governing Law

Any dispute, claim, or controversy arises from or relates to these Terms will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute, claim, or controversy arises from or relates to these Terms is not subject to arbitration pursuant to Section 14, then the state and federal courts located in Santa Clara County, California, will have exclusive jurisdiction. You and On Your Behalf waive any objection to venue in any such courts. If Your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to You only to the extent that local law conflicts with this section.

16. Modifying and Terminating On Your Behalf’s Services

On Your Behalf reserves the right to modify On Your Behalf’s Services or to suspend or terminate providing all or part of On Your Behalf’s Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. On Your Behalf may provide You with notice in advance of the suspension or discontinuation of all or part of On Your Behalf’s Services, such as by sending an email or providing a notice through On Your Behalf’s Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by On Your Behalf in writing. You also have the right to stop using On Your Behalf’s Services at any time, and You may terminate these Terms by ceasing use of On Your Behalf’s Services. On Your Behalf is not responsible for any loss or harm related to Your inability to access or use On Your Behalf’s Services.

17. Severability

If any portion of these Terms other than Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

18. Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that You are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

19. Miscellaneous

  1. On Your Behalf’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between On Your Behalf may be conducted electronically.
  2. If You have a question or complaint regarding the Services, please send an email to account-support@onyourbehalf.ai. You may also contact On Your Behalf by writing to 809 Cuesta Dr., Suite B PMB 1143, Mountain View, CA 94040, United States. Please note that email communications will not necessarily be secure; accordingly, You should not include payment card information or other sensitive information in Your email correspondence with On Your Behalf.