Seller Agreement

1. Definitions

1.1 "Company" means the company whose data is listed, as named in the Listing Schedule. Seller is either the Company itself, including a Company that is dissolved or winding down acting through its authorized representative, or the person or entity that now holds the Company's rights in the Seller Data, such as an acquirer, assignee, trustee, or liquidating trust.

1.2 "Seller Data" means the repositories, tickets, code reviews, documents, messages, incident records, and other records of the Company that Seller makes available to OpenValence, including through read-only connections to source systems.

1.3 "Dataset" means the Seller Data as prepared by OpenValence for licensing, after the exclusions and redactions in Section 5, together with any Training Materials prepared from it.

1.4 "Buyer" means an organization that OpenValence has verified under its Buyer Platform Agreement.

1.5 "Sublicense" means a license of the Dataset that OpenValence grants to a Buyer under OpenValence's Data License Agreement.

1.6 "Winning Bid" means the price of a Buyer's offer that Seller accepts for a Sublicense, not including taxes.

1.7 "Seller's Share" means the Winning Bid divided by 1.3, rounded down to the nearest dollar. "OpenValence's Margin" means the rest of the Winning Bid.

1.8 "Authority Documents" means the documents Seller provides to OpenValence under Section 3.2.

1.9 "Fiduciary Seller" means a Seller that holds the Seller Data for the Company's creditors, such as an assignee for the benefit of creditors, a bankruptcy trustee, a receiver, or the trustee of a liquidating trust. The assets it holds for those creditors are the "Estate."

1.10 "Training Materials" means tests, coding tasks, evaluations, and similar materials that OpenValence prepares from the Seller Data, such as a past change to the code paired with a test that checks it, and the problem statements, notes, and environment files that go with them.

2. What OpenValence does

2.1 Services. OpenValence will (a) review the Authority Documents, (b) count and describe the Seller Data, (c) prepare the Dataset under Section 5, (d) prepare a listing for Seller's approval, (e) show the listing to Buyers, (f) run offers and sample requests, (g) contract with Buyers, invoice them, and collect payment, (h) deliver the Dataset, and (i) pay Seller under Section 7 (together, the "Services").

2.2 Seller decides. Nothing is shown to Buyers until Seller has reviewed the listing and signed the Listing Schedule. Seller decides which sample requests to approve and which offers to accept. OpenValence will not grant a Sublicense unless Seller has accepted that Buyer's offer in the OpenValence app or in writing.

2.3 No cost and no guarantee. Seller pays OpenValence nothing, at any time. OpenValence does not promise that any Buyer will make an offer or that any price will be reached. If nothing sells, neither party owes the other anything.

3. Ownership and authority

3.1 Rights check. Before OpenValence grants any Sublicense, it reviews whether Seller owns the Seller Data and may license it. OpenValence may list the Seller Data and show it to Buyers before that review. If the Authority Documents are incomplete or raise concerns, OpenValence may delay or cancel an offer Seller has accepted, before the Buyer signs its Order Form, and may remove the listing.

3.2 Authority Documents. After accepting its first offer, or earlier if OpenValence asks, Seller will provide in the OpenValence app, as they apply: (a) the Company's certificate of dissolution, or proof of good standing if the Company is not dissolved; (b) a resolution of the Company's board, and of its stockholders where the law or the Company's governing documents require it, authorizing this Agreement and appointing the Authorized Signatory; (c) any asset purchase, assignment, or trust agreement through which Seller acquired the Seller Data; (d) a complete list of any prior sale or license of the Seller Data; and (e) the Company's customer terms, if the Seller Data includes Customer Data.

3.3 Authorized Signatory. The individual who signs the Listing Schedule (the "Authorized Signatory") signs only as Seller's representative. That individual is not personally a party to this Agreement and is not personally liable under it, except for fraud or a knowingly false statement about their authority.

3.4 Fiduciary Sellers. If Seller is a Fiduciary Seller, this Section applies and controls over any other term of this Agreement.

(a) Capacity. Seller signs only as fiduciary of the Estate, not individually. Seller, its firm, and their officers, employees, and advisors are not personally liable under this Agreement, except for fraud or a knowingly false statement about Seller's authority. Any amount Seller owes under this Agreement is payable only from the Estate, within the limit in Section 12.2.

(b) Authority. In addition to the Authority Documents in Section 3.2, Seller will provide the document that gives it control of the Seller Data, such as the assignment for the benefit of creditors, the order appointing it, or the trust agreement.

(c) Knowledge. Seller makes the statement in Section 8(c) about prior licenses and sales, and the statements in Section 8(d) through (h), to Seller's knowledge after a reasonable review of the Company's records available to it.

(d) Former personnel. Seller may authorize former founders, officers, or employees of the Company to connect source systems, answer OpenValence's questions, and review samples and exports for Seller. Seller is responsible for what they do under this Agreement. Only Seller, or a person Seller authorizes in writing, may sign the Listing Schedule or accept offers.

(e) Payee. The Payee must be Seller or an account held for the Estate.

(f) Later transfers. If Seller sells or transfers the Seller Data, or the Company's intellectual property that the Seller Data reflects, Seller will make the transfer subject to every Sublicense already granted and every offer already accepted, and will tell the transferee about them in writing.

(g) Closing the Estate. Seller will give OpenValence at least 30 days' notice before the Estate is closed or finally distributed. Before then, Seller will either assign this Agreement under Section 14.2 to the person that will hold the Seller Data, who will be bound by Sections 6.4, 6.5, and 7.8, or confirm in writing that the Seller Data will be destroyed. Sublicenses already granted continue either way. Any amount OpenValence still holds under Section 7.5 will be paid, when due, to the person Seller names in its notice.

3.5 Bankruptcy cases. If the Company is a debtor in a bankruptcy case, whether Seller is the Company or a Fiduciary Seller: (a) Seller will obtain any court approval the law requires for this Agreement and for each offer it accepts, and give OpenValence the order, or confirm in writing why no approval is required; (b) if the Seller Data includes personal information that the Company's privacy policy restricted from transfer, Seller will follow the process the court requires, including any consumer privacy ombudsman; and (c) OpenValence will not grant a Sublicense until it has received what this Section requires.

4. License to OpenValence

4.1 Grant. Seller grants OpenValence a non-exclusive, worldwide license during the Term to (a) access, copy, store, process, scan, redact, and describe the Seller Data, prepare Training Materials from it, including by running its code in isolated environments, and prepare samples, and (b) grant Sublicenses to Buyers whose offers Seller has accepted, on the price and license type of each accepted offer.

4.2 Sublicenses continue. Each Sublicense granted during the Term continues under its own terms, including any perpetual term, even after this Agreement ends. Seller's grant in Section 4.1(b) cannot be revoked as to any Sublicense already granted or any offer Seller has already accepted.

4.3 Consideration. Seller grants this license in exchange for OpenValence's services and its promise to pay under Section 7. OpenValence pays nothing up front.

4.4 No other use. OpenValence will not use the Seller Data to train, fine-tune, or evaluate its own models, and will not use or license it except as this Agreement allows.

4.5 Listing information. OpenValence may publish anonymized information about the listing, such as sector, team size, date range, systems, and record counts, without naming the Company unless Seller agrees. After a Sublicense closes, OpenValence may publish its price and license type without naming the Company or the Buyer.

4.6 Read-only connections. Connections to Seller's source systems are read-only. Seller may revoke them at any time. Revoking a connection before an offer is accepted may remove that system from the listing.

4.7 Training Materials. Training Materials are part of the Dataset. They are licensed only through Sublicenses, and any price paid for them is part of the Winning Bid, so Seller's Share applies to them like any other part of the Dataset. Seller keeps ownership of the Seller Data contained in them, and OpenValence owns what it adds, such as the tests and notes it writes. OpenValence may use AI service providers to prepare Training Materials only if those providers do not keep the Seller Data or train on it. Section 4.4 still applies: OpenValence will not use them to train, fine-tune, or evaluate its own models.

5. Preparing the Dataset

5.1 Exclusions. OpenValence will exclude any repositories, projects, channels, or other data that the Listing Schedule lists as excluded.

5.2 Redaction. OpenValence will use commercially reasonable automated and manual methods to remove (a) names, email addresses, phone numbers, and other direct identifiers of individuals, (b) passwords, API keys, tokens, and other credentials, and (c) code or content that OpenValence identifies as licensed from third parties rather than owned by the Company. Redaction reduces, but does not eliminate, the chance that such data remains.

5.3 Customer Data. "Customer Data" means data that the Company's customers provided or that describes them, such as support tickets. Customer Data is included only if the Listing Schedule says so and OpenValence has reviewed the Company's customer terms. OpenValence will remove any Customer Data those terms restrict.

5.4 Seller review. Seller may review the listing description and samples before Buyers see them. Before each delivery, OpenValence will ask Seller to approve the final export, including any Training Materials. If Seller does not respond within 3 business days, OpenValence may deliver an export that matches the approved listing.

5.5 Personal data. The Seller Data may contain personal data of the Company's former employees, contractors, and customers. OpenValence will process it only to provide the Services, acting as an independent controller or business where data protection law applies, and will remove it under Section 5.2 before any sample or delivery. Seller confirms that it may make the Seller Data available to OpenValence for that purpose.

6. Offers and Sublicenses

6.1 Samples. Approved samples go only to verified Buyers bound by the Buyer Platform Agreement, for evaluation only, for up to 30 days.

6.2 Accepting offers. Seller may accept any offer through the OpenValence app. Accepting an offer authorizes OpenValence to grant that Buyer a Sublicense at the Winning Bid and on the license type offered. Seller may accept several non-exclusive offers.

6.3 Sublicense terms. Each Sublicense will use OpenValence's Data License Agreement, which includes use restrictions, confidentiality of the Company's identity, and personal data protections at least as protective as its current Standard Terms. OpenValence will not change a Sublicense's price, license type, exclusivity period, or use restrictions without Seller's consent.

6.4 Exclusive offers. If Seller accepts an exclusive offer, then during its exclusivity period Seller will not license, sell, or provide the Seller Data, or substantially similar data of the Company, to anyone else, and OpenValence will not list it. Licenses granted before the exclusive offer was accepted continue unaffected.

6.5 No conflicting rights. Seller will not grant any right in the Seller Data that conflicts with a Sublicense. The Listing Schedule lists every license or sale of the Seller Data made before the Effective Date. Seller will tell OpenValence before granting any new one.

6.6 Before public launch. Until OpenValence opens its marketplace to the public, OpenValence may show the listing, its non-public details, and its samples privately to verified Buyers it selects, such as Buyers whose requests match the listing. Those Buyers may make offers, and Seller may accept them under Section 6.2. Any bidding window in the Listing Schedule starts when the listing is first shown publicly.

7. Payment to Seller

7.1 Seller's payment. For each Sublicense, OpenValence will pay Seller the Seller's Share within 5 business days after both (a) OpenValence has received the Buyer's full payment, and (b) the Buyer's review period has ended without an unresolved report that the Dataset does not match the listing.

7.2 OpenValence's fee. OpenValence's only compensation is OpenValence's Margin. Seller pays no commission, fee, or payment processing cost. The app shows Seller its Share for each offer before Seller accepts it.

7.3 Buyer non-payment. OpenValence pays Seller only from amounts a Buyer actually pays. If a Buyer does not pay, OpenValence will make reasonable efforts to collect, and Seller may accept another offer.

7.4 Refunds. If a Buyer receives a refund because the Dataset did not match the listing, no payment is due to Seller for that Sublicense. If OpenValence pays a Buyer, or refunds it, because of a breach of Section 8, Seller will repay OpenValence the amount paid, up to the payments Seller received for that Sublicense.

7.5 Holdback. For each exclusive Sublicense, OpenValence will hold back 10% of Seller's payment for 90 days after paying the rest, as security for Seller's obligations under Sections 7.4 and 11. When the 90 days end, OpenValence will pay the held amount, less any amount it has claimed in good faith by notice to Seller before then. Non-exclusive Sublicenses have no holdback.

7.6 Payee and tax. Before its first payment, Seller names in the OpenValence app the person that receives payment for Seller (the "Payee"). Seller will complete OpenValence's payment onboarding and provide a Form W-9 or W-8. OpenValence may report payments to tax authorities as the law requires. Seller is responsible for its own taxes on amounts it receives.

7.7 After dissolution. Seller is solely responsible for handling the amounts it receives as the law and its governing documents require, including paying or providing for creditors before any distribution to stockholders.

7.8 Non-circumvention. For 24 months after a Buyer first views the listing's non-public details or requests its samples, Seller will not license, sell, or otherwise provide the Seller Data, or substantially similar data of the Company, to that Buyer or its affiliates outside OpenValence. If Seller does, Seller will pay OpenValence 23% of the amount paid, the margin OpenValence would have earned.

8. Seller's promises

Seller represents and warrants to OpenValence, on the Effective Date and again each time it accepts an offer, that:

(a) Seller owns the Seller Data, or holds every right needed to license it as this Agreement contemplates, free of any lien or claim that would prevent a Sublicense;

(b) Seller has full authority to enter into this Agreement and to accept offers, and the Authorized Signatory is authorized to sign for Seller;

(c) the Authority Documents are true and complete, and the list of prior licenses and sales is complete;

(d) to Seller's knowledge, the Company's employees and contractors assigned to the Company their rights in the work reflected in the Seller Data;

(e) the Seller Data includes Customer Data only as the Listing Schedule discloses, and the Company's customer terms permit licensing any Customer Data that is included;

(f) to Seller's knowledge, the Seller Data includes no health, financial account, government identification, or other sensitive personal data, except as the Listing Schedule discloses;

(g) licensing the Seller Data does not breach any agreement that binds the Company or Seller, or the Company's privacy commitments that applied when the data was collected; and

(h) there is no pending or, to Seller's knowledge, threatened claim challenging Seller's rights in the Seller Data.

Seller will tell OpenValence promptly if any of these statements stops being true, and will reasonably cooperate, including through any successor, if a claim about the Seller Data arises.

9. OpenValence's promises

OpenValence will (a) perform the Services with reasonable care and skill, (b) protect the Seller Data with administrative, technical, and physical safeguards suited to its sensitivity, including encryption in transit and at rest, (c) limit access to the Seller Data to personnel and service providers who need it for the Services and are bound by confidentiality duties, (d) notify Seller without undue delay after discovering unauthorized access to the Seller Data, and (e) enforce the use restrictions in each Sublicense.

10. Confidentiality

Each party will keep the other's non-public information confidential and use it only for this Agreement. OpenValence will not reveal the Company's identity except to Buyers bound by the Buyer Platform Agreement or a Sublicense, unless Seller agrees otherwise. Either party may disclose information when the law requires it, with notice to the other party where the law allows.

11. Indemnity

11.1 By Seller. Seller will defend OpenValence against any third-party claim, including a claim by a Buyer under a Sublicense, arising from a breach of Section 8, and pay the damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.

11.2 By OpenValence. OpenValence will defend Seller against any third-party claim arising from OpenValence's use of the Seller Data beyond what Section 4 allows, from a breach of Section 9, or from a Buyer's use of the Dataset outside its Sublicense, and pay the damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.

11.3 Process. The party seeking defense will notify the other promptly, let it control the defense and settlement, and cooperate at its expense. No settlement may admit fault by, or impose obligations on, the defended party without its consent.

12. Limits on liability

12.1 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, even if advised of their possibility.

12.2 Seller's total liability under this Agreement will not exceed the total payments Seller received under it. OpenValence's total liability will not exceed the total of OpenValence's Margin it received from Sublicenses of the Seller Data, or $10,000 if that is greater.

12.3 These limits do not apply to fraud, willful misconduct, or a breach of Section 10.

13. Term and ending the listing

13.1 Term. This Agreement starts on the Effective Date and continues until it ends under this Section (the "Term").

13.2 Ending. Either party may end this Agreement at any time by written notice, and delisting in the app counts as notice. Ending it removes the listing and cancels any offer Seller has not accepted. Offers Seller already accepted and Sublicenses already granted continue, and OpenValence still pays Seller for them.

13.3 Deletion. Within 90 days after this Agreement ends, OpenValence will delete the Seller Data and its copies of the Dataset, except (a) copies needed to complete accepted offers or support open delivery windows and disputes, (b) records of Sublicenses, payments, and provenance that it must keep for legal, tax, or dispute purposes, and (c) copies in routine backups, which are deleted on their normal schedule and kept confidential until then.

13.4 Survival. Sections 3.4, 3.5, 4.2, 4.4, 7, 8, 10, 11, 12, 13.3, and 14 survive the end of this Agreement.

14. General

14.1 Governing law and disputes. The laws of the State of Delaware govern this Agreement, without regard to conflict-of-law rules. Any dispute will be resolved by confidential, binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before one arbitrator seated in Las Vegas, Nevada. Hearings will be held by video unless the arbitrator decides otherwise. Judgment on the award may be entered in any court with jurisdiction. Either party may ask a court for an injunction to protect its confidential information or intellectual property.

14.2 Successors and assignment. This Agreement binds and benefits the parties' successors and permitted assigns, including anyone that later acquires the Seller Data or the right to receive payments under it. Seller may assign this Agreement only with OpenValence's consent, or to a successor that acquires the Seller Data and agrees in writing to be bound. OpenValence may assign it, together with its Sublicenses, to an affiliate or to a successor to its business.

14.3 Notices. Notices to Seller go to the email address of the OpenValence account that signed the Listing Schedule, and notices to OpenValence go to info@openvalence.com. A notice is effective when sent unless it bounces.

14.4 Entire agreement. This Agreement, including the Listing Schedule, is the parties' entire agreement on its subject and replaces prior discussions. Changes must be in writing and signed, electronically or otherwise, by both parties.

14.5 Other terms. If any provision is unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver. The parties are independent contractors. Seller agrees to sign this Agreement electronically and to receive notices and records by email. An electronic signature in the OpenValence app is as binding as a handwritten one. OpenValence keeps a record of each signature, including the signer's name, title, email address, IP address, the time, and the Listing Schedule as signed, and emails Seller a copy.

Schedule A, Listing Schedule

This Listing Schedule is part of the Seller Agreement between OpenValence and Seller. The OpenValence app fills it from the New listing flow and Seller's disclosures, and Seller signs it in the app. Seller may later change the asking price or delist the listing in the app without signing again; the asking price only guides offers, and Seller still decides which offer to accept.

Each listing has its own Listing Schedule, filled in by the app with that listing's company, signatory, payee, systems, exclusions, disclosures, asking price, and licenses offered. Sellers review it and sign it in the app.