Terms and conditions

1. Introduction

1.1 These Terms & Conditions (the “Agreement”) constitute a legal agreement between you (an individual or entity registering to use the Oten Platform) (“you”, “your”, “Developer” or “End User” as applies) and Oten, Inc. (“Oten”, “we”, “us”, or “our”). 1.2 The Oten Open Platform enables developers to build, publish, and monetize applications, and end users and organizations to discover, subscribe to and use those applications (“Apps”), leveraging Oten’s identity, authentication, payment, sandbox and marketplace infrastructure. 1.3 By registering, accessing or using the Platform (Developer Portal, Admin Portal, Marketplace), you agree to be bound by these Terms. If you do not accept them, you must not use the Platform.

2. Definitions

2.1 “App” means any application developed, published or distributed via the Platform. 2.2 “Developer” means any individual or entity who registers on the Developer Portal to build, publish or sell one or more Apps. 2.3 “End User” means any individual or organization who subscribes to, uses or purchases Apps via the Marketplace. 2.4 “Admin” means the user(s) with platform-wide governance or organisation-level governance rights, as defined by Oten. 2.5 “Marketplace” means the digital storefront provided through the Platform where Apps are listed, discovered, subscribed to or purchased. 2.6 “Pricing Plan” means the billing arrangement set by a Developer (or Oten) for one or more Apps, including free trial, one-time purchase, subscription, usage-based, or any other model. 2.7 “Fees” means any sums payable to Oten or to a Developer through the Platform for the access to, subscription to or use of an App. 2.8 “Payout” means transfer of revenue from Oten to a Developer, net of any fees, as per the Platform’s payout terms. 2.9 “Free Trial” means the period during which an App is accessible without fee, after which charges may apply as per a Pricing Plan. 2.10 “Usage-Based Billing” means billing that is variable, measured by a metric (for example tokens consumed) rather than a fixed period.

3. Registration & Account Requirements

3.1 Developer Registration – You must provide accurate, complete and up-to-date information when registering. You are responsible for safeguarding your credentials (including any IDP/OAuth tokens) and any actions by your account. 3.2 Business Account – If registering on behalf of an organisation, you warrant you have authority to bind the organisation. 3.3 Age & Eligibility – You represent you are at least the age of majority in your jurisdiction, or your organisation is duly formed and validly existing. 3.4 Account Termination – Oten reserves the right to suspend or terminate your account, or your access to the Platform or Marketplace, in accordance with Section 13 (Termination).

4. Developer Obligations

4.1 You are responsible for the Apps you publish (including content, code, metadata, Pricing Plans, integrations) and their compliance with these Terms, all applicable laws, and Oten’s Developer Guidelines. Similar to other platforms. 4.2 You grant Oten a worldwide, non-exclusive, royalty-free licence to display, distribute and promote your App via the Marketplace. 4.3 You must not use the Platform to publish or distribute Apps that infringe third-party rights, contain malware, or facilitate unlawful activity. 4.4 You must maintain accurate metadata, keep Apps updated, and respond to support obligations as required. 4.5 You must use Oten’s payment, billing and identity frameworks in the prescribed manner and follow the rules for Pricing Plans, Payouts and Subscriptions.

5. End User Use

5.1 End Users may browse, subscribe to or purchase Apps via Marketplace in accordance with the Pricing Plan for the App. 5.2 End Users must provide valid payment information and are liable for all charges to their account. 5.3 The Platform may offer Free Trials, subscriptions (monthly/quarterly/yearly), one-time purchases, and/or usage-based models. Once accepted, charges will commence as per the terms of the Pricing Plan. 5.4 Cancellations, renewals, refunds and termination are subject to the Billing & Refund policy as specified in the App’s listing or in Oten’s payment policy. 5.5 If you are a Business User, your organization may make dedication of seats/workspaces to Apps; you must ensure correct licensing and payment accordingly.

6. Pricing Plans & Billing Models

6.1 Pricing Plans may include, but are not limited to:

• Free Trial for a specified period, then charging by billing period (monthly/quarterly/yearly)

• One-time purchase (single payment, no renewal)

• Subscription by billing period (monthly/quarterly/yearly)

• Usage-based subscription (e.g., tokens consumed)

7.1 You retain all rights, title and interest in your App, code, content, trademarks and related goodwill. 7.2 Oten retains all rights in the Platform, Marketplace, services, trademarks and related goodwill. 7.3 Neither party grants the other any rights to trademarks or goodwill not expressly set out herein.

9.1 Each party represents and warrants that it has full power and authority to enter into this Agreement. 9.2 Developer warrants its App will not violate any third-party rights, will be free of malware and will comply with all laws. 9.3 End User warrants that they will use Apps in compliance with the App’s terms and all applicable laws.

10.1 To the extent permitted by law, Oten’s liability is limited to direct damages up to the amount of Fees paid by the Developer or End User in the previous 12 months. 10.2 In no event shall Oten be liable for indirect, consequential or special damages (loss of profits, data, goodwill).

11.1 Developer agrees to indemnify, defend and hold harmless Oten, its affiliates, officers and staff from any claim arising from the Developer’s App or breach of this Agreement. 11.2 End User agrees to indemnify Oten against claims arising from their misuse of the Platform.

13.1 Oten may modify these Terms from time to time. If changes are material, we will notify you in advance (at least 30 days). Your continued use of the Platform after changes means you accept them. 13.2 If you do not accept the revised Terms, you must stop using the Platform.

14.1 This Agreement is governed by the laws of [Jurisdiction – e.g., State of Delaware, USA]. 14.2 All disputes shall be resolved in the courts of [Location] (or via arbitration, if applicable). 14.3 If any provision is held invalid or unenforceable, the remaining provisions will remain effective.