Last updated September 11, 2026
These Enterprise Terms govern services provided by Lost Labs LLC, doing business as OpenPond AI ("OpenPond"), to the business accepting them ("Client"). They apply only when expressly accepted in writing by reference to these Terms. These Terms, the accepted enterprise services agreement or master services agreement ("MSA"), subscription orders ("Orders"), statements of work ("SOWs") and addenda together form the "Agreement". An MSA and its initial subscription Order may be combined in a single signed document.
The Agreement takes effect on acceptance. Services and fees require an accepted Order or SOW. Existing agreements are replaced only by both parties’ express written agreement.
1. Services and access
During a paid subscription, Client may use the hosted platform for its lawful business purposes within the applicable Order’s scope and usage limits. The Order describes the included services, users, capacity, usage pricing, support and any availability commitment. Custom development and implementation projects require an accepted SOW. A subscription is not required merely to keep the MSA in force.
A seat is one named authorized user with access; seats may be reassigned when a user is replaced but may not be shared. A Team is a separately administered shared workspace. Unless the Order states otherwise, quantitative limits apply across the covered subscription in aggregate. Dedicated capacity, special security controls and support coverage must be expressly described in the Order. Public pricing pages and plan descriptions do not add entitlements, change prices or automatically upgrade an accepted Order.
OpenPond will perform services with reasonable skill and care and remains responsible for its personnel and subcontractors. Client will provide timely cooperation and any access expressly agreed for the services. Scope, fee and schedule changes require written agreement; Client-caused delays reasonably extend affected milestones.
Client is responsible for its authorized users and account credentials, except to the extent compromised through OpenPond’s breach. Client will not use services unlawfully, submit unauthorized material, or access or disrupt systems or data without authorization. Each party will comply with applicable law. Recurring retraining, additional use cases and broader product features require express scope inclusion or a written change agreeing any added fees and schedule.
2. Mutual confidentiality
Each party will use the other’s nonpublic business, technical and customer information only for this engagement, protect it with reasonable care, and disclose it only to personnel and service providers authorized under this Agreement who need access and are bound by equivalent duties.
These duties exclude information lawfully known, independently developed, lawfully received without restriction, or public without breach. Legally compelled disclosure is permitted with advance notice where lawful. Duties last three years after termination, and longer for trade secrets while protected by law and personal data while retained.
3. Fees and payment
Client pays the fees and monthly minimum commitment, if any, in the accepted Order or SOW. Invoices are due within 30 days unless the Order states otherwise. Client pays applicable sales or use taxes, excluding taxes on OpenPond’s income, and may withhold amounts disputed in good faith while paying undisputed amounts. The Order identifies the usage rates or referenced rate schedule, any discount, included allowance and billing arrangements. Separately approved third-party expenses outside OpenPond-metered services are passed through at cost without markup unless expressly agreed otherwise.
Where an Order provides a monthly minimum applied toward usage, OpenPond first calculates eligible usage at the agreed rates, including any agreed discount, then applies the monthly allowance. The same rates apply to usage above the allowance unless expressly stated otherwise. The monthly minimum remains payable when usage is lower. Unless the Order states otherwise, unused monthly allowances expire at the end of that billing period, do not roll over, have no cash value and may not pay seat charges, taxes or SOW fees. This does not limit express termination refunds under Section 7.
Usage must not be charged twice under an Order and a SOW. Unless the accepted Order expressly states otherwise, Client authorizes automatic billing for usage above the included allowance at the agreed rates, with no separate approval or default monetary spending cap. Usage is billed monthly in arrears and charged to Client’s payment method on file when due, unless the parties agree to payment by invoice. Exhausting the included allowance does not by itself pause services; the Order’s capacity limits and the suspension rights in Section 7 still apply. OpenPond will make usage and associated charges available for Client to review. Additional seats are charged only at the agreed rate when added by an authorized Client administrator. There are no automatic tier upgrades.
4. Client data and AI use
Client owns its data, code, logs, files, prompts and task feedback ("Client Material"). OpenPond assigns its rights in Client outputs to Client, subject to law and third-party rights. Outputs may not be unique; OpenPond’s retained materials remain its own.
OpenPond may process Client Material only to provide, support and secure services, prevent abuse, comply with law and follow authorized instructions. OpenPond may use AI, hosting and other service providers to deliver the agreed services, provided they are bound by confidentiality, security and restrictions on independent reuse and training consistent with this Agreement. Additional Client approval requirements, provider restrictions and processing-region requirements must be stated in an accepted Order, SOW or addendum.
Client Material, outputs, Client-specific models and derived insights cannot train shared or other customers’ models or improve products for others. Client-specific training and evaluation may occur only on Client’s authorized instructions within the agreed services. Project-specific datasets, methods and acceptance criteria must be stated in the applicable SOW. No separate right to retain derived insights is granted.
OpenPond may implement voluntary nonconfidential product suggestions without payment; this excludes Client Material, outputs and task ratings, corrections or examples. Content-free metrics may support service operation, billing and security. Publicity requires approval under Section 10.
5. Security
OpenPond will use least-privilege access, multifactor authentication where supported, encryption in transit and at rest, access logging and reasonable vulnerability management. It will notify Client without undue delay and within 48 hours after discovering unauthorized access to Client Material, and cooperate in containment and remediation.
OpenPond will provide known incident details, mitigation steps and material updates. Notice must not be delayed pending a completed investigation. Neither party may make statements on behalf of the other without authorization unless legally required.
Access by OpenPond personnel to Client-controlled systems outside the OpenPond-hosted platform is outside the standard hosted subscription and requires an accepted SOW and access addendum defining the authorized scope and controls. Any project-specific production access, credential handling, change approval, backup or recovery arrangements belong in that addendum.
Client must have lawful authority for its data and instructions. Required data-processing addenda must be signed before applicable processing. Backup commitments require written agreement; Client should keep independent source-data copies.
6. Intellectual property
Each party retains its pre-existing and independently developed materials. OpenPond retains its platform, reusable tools and general methods. Upon full payment, OpenPond assigns its rights in custom code, task datasets and model adaptations created specifically as Client deliverables under a SOW, excluding retained and third-party materials, and will secure those rights from its personnel and subcontractors.
For retained materials embedded in paid deliverables, Client receives a perpetual, worldwide, nonexclusive, royalty-free license to use, copy, modify and maintain them as part of those deliverables, including through contractors under confidentiality duties. Third-party and base-model rights follow disclosed licenses. Separate hosted-platform access lasts only during the paid subscription.
7. Term and termination
Either party may terminate this Agreement, an Order or a SOW on 30 days’ written notice, or for material breach not cured within 15 days after written notice describing the breach. Ending one Order or SOW does not end the others. Ending this Agreement ends all Orders and SOWs, subject to accrued obligations.
Client pays for services performed and approved noncancelable costs through termination, with project fees prorated to documented work completed and capped at the agreed fee. OpenPond refunds unearned prepaid fees and delivers paid work in progress.
Within 30 days after termination, OpenPond will return or delete Client Material at Client’s choice; absent instructions, it may delete it after that period. Legally required records remain protected and are deleted when no longer required; isolated backups are deleted within 90 days. For partial termination, these duties apply to material no longer needed for continuing authorized services. Payment, ownership, confidentiality, data restrictions and liability terms survive as needed. Retention during service is limited to the authorized purposes in Section 4.
OpenPond may suspend affected services for an immediate material security threat or unlawful use, or for an undisputed overdue payment remaining unpaid 10 days after written notice. Suspension must be reasonably limited, with advance notice where practicable, prompt notice otherwise, and restoration when the reason is resolved.
8. Responsibility and liability
AI outputs may be inaccurate; Client will review them before consequential use. Except for express promises, OpenPond disclaims implied warranties, including merchantability, fitness for a particular purpose and noninfringement, to the extent lawful.
To the maximum extent permitted by law, each party’s aggregate monetary liability is limited to the Fee Base for ordinary claims and twice the Fee Base for breaches of confidentiality, data-use or security obligations. These limits cover all Orders and SOWs together, not each claim separately. All capped claims combined cannot exceed twice the Fee Base; ordinary claims remain limited to the Fee Base.
The Fee Base is fees paid or payable under this Agreement in the 12 months before the first event giving rise to liability. For a claim concerning a fixed-fee SOW active when that event occurred, include its full agreed fee without double counting amounts already included. “Active” includes implementation and the agreed acceptance and correction period. The Fee Base is determined once by reference to the first event giving rise to a monetary claim under the Agreement and does not reset for later claims, renewals, Orders or SOWs. Reasonable, documented investigation, containment, legally required notification and data or system restoration costs are recoverable to the extent caused by a party’s breach or negligence, within the applicable cap, even if otherwise characterized as indirect or consequential.
Neither party owes lost profits or indirect, special or consequential damages, except the incident costs expressly allowed above. These limits apply regardless of legal theory, including negligence, and cover monetary claims for confidentiality, security and intellectual-property breaches. No category is expressly uncapped except Client’s obligation to pay agreed fees and liability that applicable law prohibits limiting. This Section does not limit liability for fraud, willful misconduct or gross negligence to the extent applicable law prohibits that limitation. No party is liable merely because an incident occurred.
A claim fitting both categories is subject to the higher cap, not both caps added together. No separate third-party defense or indemnity obligation is created. These contractual allocations govern claims between the parties and do not bind regulators or nonparties. Credits, refunds and damages for the same loss may not produce duplicate recovery.
9. General terms
These Terms and the accepted MSA, Orders, SOWs and addenda are the entire agreement for covered services. OpenPond’s general website Terms of Service do not apply to those services. Orders and SOWs control their scope and fees; other changes must expressly identify the provision overridden. A signed data-processing addendum controls conflicting personal-data processing terms, but changes Section 8 only if expressly stated and legally permitted.
Amendments require both parties’ written agreement. Orders, SOWs, scope confirmations and operational approvals may be accepted by authorized representatives through electronic signature or an email clearly identifying the accepted terms. Each person accepting represents authority to bind their party. Electronic signatures and counterparts are effective as originals. Later changes published on the website do not amend an existing Agreement without both parties’ express written acceptance.
Legal notices must be emailed to the addresses designated in the accepted MSA or Order, or replacements designated by notice, and take effect on the next business day after sending unless delivery fails. If no OpenPond notice address is designated, use legal@openpond.ai. A business day excludes Saturdays, Sundays and New Jersey state holidays.
New Jersey law governs this Agreement, excluding its conflicts-of-law rules. The parties consent to exclusive jurisdiction and venue in the state courts of New Jersey or, where federal subject-matter jurisdiction exists, the United States District Court for the District of New Jersey, for disputes arising out of or relating to this Agreement.
The parties are independent contractors. Neither may assign this Agreement without the other’s written consent, not unreasonably withheld, except to a successor in a merger or sale of substantially all relevant assets that assumes its obligations. No delay in enforcement waives a right. Unenforceable provisions are severable. There are no third-party beneficiaries.
10. Case studies and publicity
OpenPond may privately submit a proposed case study for Client’s review. Publication or public use of Client’s name or logo requires Client’s prior written approval of the final text, metrics, quotations, images, name or logo use, and publication channels. Email approval is sufficient; silence is not approval. Material changes or additional uses require fresh approval.
Approval covers only the approved publication and does not authorize release of underlying datasets or code, training, or other reuse. Personal data must be omitted unless the necessary rights and lawful permissions have been obtained.
11. Availability measurement
This section applies only when an accepted Order specifies an uptime commitment. Monthly uptime = 100 × (eligible minutes − unavailable minutes) ÷ eligible minutes. Only minutes during the active service period are eligible. Unavailable means the agreed core service cannot process valid requests, measured by monitoring logs and substantiated Client reports; overlapping outages count once. Monitoring evidence may establish an outage before a report is submitted. If there are no eligible minutes, no uptime percentage is calculated for that period.
Eligible minutes exclude Client-caused outages, authorized suspensions, events beyond OpenPond’s reasonable control, and maintenance with 48 hours’ notice, capped at four hours monthly. OpenPond-selected hosting failures and maintenance downtime beyond those limits count. The Order specifies the uptime target and remedies.