Platform Services Agreement

Last Updated: February 23, 2026

Barndoor AI, Inc. ("Barndoor") offers the web-based platform-as-a-service described at www.barndoor.ai and related web-pages that serves as a control plane for its customers' agentic artificial intelligence workforce (the "Platform"). The Platform includes Venn, accessible at www.venn.ai. This Platform Services Agreement (“Agreement”) sets forth the terms pursuant to which Barndoor shall provide the customer (“Customer”) identified in an order form, quotation, online click-through agreement or online ordering workflow (an “Order”) access to utilize the Platform and related services, and is effective as of the date of such Order (the “Effective Date”).   By executing or clicking through an Order that references this Agreement, the person so executing the Order agrees to this Agreement on behalf of the Customer and represents that he or she has the authority to bind such Customer to this Agreement. Continued use of the Platform and related services constitutes deemed acceptance of this Agreement. The parties agree as follows:

  1. USE OF PLATFORM; LICENSE.

  1. License.  Barndoor hereby grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Term specified on an Order and subject to the terms and conditions set forth herein.  All software provided by Barndoor as part of the Platform, and the Platform documentation, sample data, templates, marketing materials, training material and other material provided through the Platform or by Barndoor is referred to herein as the “Licensed Software and Documentation”. Barndoor grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license during the Term, to use the Licensed Software and Documentation solely with the Platform.

  1. Restrictions.  Customer shall not (a) sell, resell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any portion of the Platform or use the Platform for the benefit of any third party except as explicitly permitted by this Agreement or an Order; (b) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer the Platform, or attempt to discover the source code of the underlying software of the Platform, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) circumvent or disable any digital rights management, usage rules, or other security features of the Platform, or otherwise attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Platform or the data contained therein; (d) access or use the Platform in order to build a similar or competitive website, application, or service; (e) copy, reproduce, distribute, republish, download, display, post or transmit in any form by any means any part of the Platform; and (f) remove or destroy any copyright or other proprietary notices contained on or in the Platform. Customer shall use the Platform only in compliance with all applicable laws. Customer is responsible for all activities conducted under its logins on the Platform, and for its compliance with this Agreement. Customer shall be responsible for the security of all passwords and other access protocols required to access the Platform. Customer shall promptly notify Barndoor if Customer’s passwords or access protocols are lost, stolen, disclosed to an unauthorized third party, or otherwise compromised.

  1. CONTENT AND DATA PROTECTION

  1. “Content” consists of information or data Customer may provide, make available or grant access to, in or on the Platform. Content also includes applications that Customer chooses to flow through the Platform as well as output of any AI Models (as defined below) that Customer utilizes in conjunction with the Platform.  Customer grants the rights and permissions to Barndoor, its affiliates, and contractors of either, to use, provide, store, and otherwise process Content solely for the purpose of providing the Platform. Customer is solely in control of allowing the Platform to access its Content, and use of the Platform will not affect Customer's ownership or license rights in such Content. Customer is responsible for its Content, including ensuring that it does not violate any applicable law or this Agreement. Customer represents and warrants that the Content will contain no malware, spyware, viruses, worms, backdoors, Trojan horses, or other computer instructions or technological means intended to gain access to, disrupt, damage, or interfere with the use of computers or related systems or to corrupt.

  1. Barndoor, its affiliates, and contractors of either may access and use the Content solely for the purpose of providing and managing the Platform and will treat all Content as Confidential Information of Customer, as set forth more fully in Section 5 below.

  1. Customer (i) is solely responsible for the Content and all activity in its account in the Platform; (ii) is solely responsible for ensuring that Customer has the right to use, transmit and store all Content on the Platform; and (iii) may use the Platform only in accordance with applicable law.  

 

  1. If any Content could be subject to governmental regulation or may require security measures beyond those specified by Barndoor with respect to its provision of the Platform, Customer will not provide, allow access to, or input the Content for processing in the Platform unless Barndoor has first agreed in writing to implement additional security and other measures. Customer is responsible for adequate back-up of Content prior to providing or allowing the Platform to access the Content.

  1. Barndoor's Data Processing Addendum (DPA) is available at barndoor.ai/dpa. The DPA and applicable DPA Exhibit(s) apply to Barndoor's processing of personal data on behalf of the Customer. Barndoor may use analytics relating to the use of the Platform by Customer in an aggregate, non-identifiable form (i.e. cannot be used to identify either Customer, any of its affiliates or any of its or their customers).

  1. Barndoor will return or remove Content upon the expiration of this Agreement or cancellation of Customer’s access to the Platform, or earlier upon Customer's request; however, log files and back-up files may retain certain Content after expiry of the Agreement and any such retained Content will be governed by Barndoor’s data retention practices. Barndoor may charge for certain activities performed at Customer's request (such as delivering Content in a specific format).

  1. Barndoor will not use any Content to train any of its own artificial intelligence models or machine learning tools.

  1. LIMITED WARRANTY.

  1. DISCLAIMER BARNDOOR DISCLAIMS ALL WARRANTIES OTHER THAN THOSE SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.  THE PLATFORM IS PROVIDED AS-IS AND MAY BE INTERRUPTED OR CONTAIN AN ERROR. WHILE BARNDOOR TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE PLATFORM IN COMPLIANCE WITH ITS DATA SECURITY POLICY AND APPLICABLE LAWS, BARNDOOR DOES NOT GUARANTY THAT THE PLATFORM CANNOT BE COMPROMISED AND IN THE EVENT OF A SECURITY BREACH, BARNDOOR WILL TAKE MEASURES IN COMPLIANCE WITH APPLICABLE LAWS AND ITS DATA SECURITY POLICY TO MITIGATE ADVERSE IMPACTS.

  1. DISCLAIMER OF THIRD-PARTY ACTIONS. BARNDOOR DOES NOT CONTROL THE FLOW OF DATA OR CONTENT WITHIN THE PLATFORM, AND THE THIRD-PARTY APPLICATIONS THAT CUSTOMER CHOOSES TO FLOW THROUGH THE PLATFORM CAN IMPAIR OR DISRUPT THE PERFORMANCE OF THE PLATFORM. WHILE BARNDOOR USES COMMERCIALLY REASONABLE EFFORTS TO AVOID SUCH EVENTS, BARNDOOR CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. AS A RESULT, BARNDOOR DISCLAIMS ALL LIABILITY RELATED TO SUCH EVENTS. 

  1. DISCLAIMER OF OUTPUT.  BARNDOOR DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH: (A) HOW CUSTOMER UTILIZES THE OUTPUT FROM THE CONTENT IT FLOWS THROUGH THE PLATFORM, AND (B) HOW THE OUTPUT OF THE CONTENT THAT IS FLOWED THROUGH THE PLATFORM MAY TRAIN ANY GENERATIVE, AGENTIC OR OTHER AI MODELS (COLLECTIVELY, “AI MODELS”) UTILIZED BY CUSTOMER.  BARNDOOR FURTHER DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH ACTIONS TAKEN BY AI MODELS, WHETHER INTENTIONALLY OR UNINTENTIONALLY TRIGGERED BY THE USER, INCLUDING BUT NOT LIMITED TO THIRD-PARTY EXPLOITS INTRODUCED BY THE USER SUCH AS PROMPT INJECTIONS OR SIMILAR ACTIONS.

  1. PAYMENT. Customer must pay all fees as specified on the Order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This Agreement contemplates one or more Orders for the Platform, which Orders are governed by the terms of this Agreement. To the extent Customer is utilizing a free or other no-charge version of the Platform, this Section 4 shall not apply. All fees are non-refundable and unless otherwise specified in an Order, all fees are payable in advance of the subscription term set forth in the Order. Due to the subscription nature of Orders, Customer is responsible for payment in full of all fees associated with an Order regardless of termination except in the event of a termination due to Barndoor’s breach pursuant to Section 7(b).

  1. MUTUAL CONFIDENTIALITY.  To the extent that the parties have entered into a Non-Disclosure Agreement (NDA), the terms and conditions of such NDA shall apply to all confidential or proprietary information disclosed under this Agreement.  To the extent that the parties have not entered into a NDA, the following terms and conditions will apply:

  1. Definition of Confidential Information. Confidential Information means the confidential, proprietary and trade secret information disclosed by a party (Discloser) to the other party (Recipient) hereunder which is (i) information in tangible form that bears a “confidential,” “proprietary,” “secret,” or similar legend, and (ii) discussions relating to that information whether those discussions occur prior to, concurrent with, or following disclosure of the information (Confidential Information). The Discloser shall make reasonable efforts to mark its confidential information in tangible form with any of the aforementioned legends prior to disclosure. However, the Discloser’s information in tangible form that does not bear any of these legends, and discussions relating to that information, shall nevertheless be protected hereunder as Confidential Information, if the Recipient knew, or should have reasonably known under the circumstances, that the information was confidential and had been communicated to it in confidence.

  1. Obligations of the Recipient.  The Recipient will maintain the confidentiality of the Confidential Information of the Discloser with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances.   The Recipient will not disclose any of the Discloser’s Confidential Information to any employees or to any third parties except to the Recipient’s employees, parent company and majority-owned subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth in this Section 5; provided that the Recipient will be liable for breach by any such entity. For the purposes of this Section 5, the term "employees" shall include independent contractors of each party. The Recipient will not make any copies of the Confidential Information received from the Discloser except as necessary for its employees, parent company and majority-owned subsidiaries with a need to know.  Any copies which are made will be identified as belonging to the Discloser and marked "confidential", "proprietary" or with a similar legend.

  1. Exceptions to the Obligation of Confidentiality.  The Recipient will not be liable for the disclosure of any Confidential Information which is: (i) generally made available publicly or to third parties by the Discloser without restriction on disclosure; (ii) rightfully received from a third party without any obligation of confidentiality; (iii) rightfully known to the Recipient without any limitation on disclosure prior to its receipt from the Discloser; (iv) independently developed by employees of the Recipient; or (v) required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that the Recipient shall give the Discloser reasonable notice prior to such disclosure and shall comply with any applicable protective order.

  1. OWNERSHIP

  1. Title; Reservation of Rights. The software, workflow processes, user interface, designs, templates, know-how, Licensed Software and Documentation, and other technologies provided by Barndoor as part of the Platform are the proprietary property of Barndoor and its affiliates and licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Barndoor. Barndoor reserves all rights unless expressly granted in this Agreement.

  1. Third-Party Software and Applications. Customer is solely responsible for payment of all license fees imposed on Customer or Barndoor in connection with the use of: (i) any third-party software required to utilize the Platform and (ii) any applications, artificial intelligence models or machine learning tools that it flows through the Platform. Barndoor is not responsible to the extent any third-party applications restrict Customer’s ability to access such applications through the Platform. Flowing applications through the Platform and accessing third-party applications from the Platform are at Customers own risk and any inability to do so does not impact or diminish Customer’s obligations under this Agreement.

  1. Open-Source Software. The Platform may contain or be provided together with open-source software. Each item of open-source software is subject to its own license terms, which can be found with the included source code packages. If required by any license for particular open-source software, Barndoor makes such open-source software, and Barndoor’s modifications to that open-source software (if any), available by written request to privacy@barndoor.ai. Copyrights to the open-source software are held by the respective copyright holders indicated therein.

  1. TERM AND TERMINATION.

  1. Term. This Agreement continues until all Orders have expired or been terminated (Term). Due to the subscription nature of Orders, Orders are not terminable for convenience.

  1. Mutual Termination for Material Breach, Bankruptcy. If either party is in material breach of this Agreement, the other party may terminate this Agreement at the end of a written 30-day notice/cure period, if the breach has not been cured. If either party becomes the subject of a voluntary or involuntary petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors and such petition or proceeding is not dismissed within 60 calendar days of filing, the other party may terminate this Agreement.

  1. Return or Destroy Barndoor Property Upon Termination. Upon termination of this Agreement for any reason, Barndoor will stop providing the applicable Platform and Customer must pay Barndoor any unpaid amounts under an Order, and destroy or return all property of Barndoor. Customer will confirm its compliance with this destruction or return requirement in writing upon request of Barndoor.

  1. Suspension of Platform. Barndoor may temporarily or permanently suspend Customer’s use of the Platform if Barndoor reasonably suspects that Customer’s use of the Platform has violated any law or third-party proprietary right. Barndoor will attempt to contact Customer in advance, but no prior notice or consent is required.

  1. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO CUSTOMER’S BREACHES OF SECTION 1(B) (LICENSE RESTRICTIONS), NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; LOST PROFITS AND ANY FAILURE OF DELIVERY OF THE PLATFORM), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS AND BREACHES OF SECTION 1(B) (LICENSE RESTRICTIONS), NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER WITHIN THE 12 MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT.  THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 8 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  1. INFRINGEMENT INDEMNITY.  

  1. Defense of Third-Party Infringement Claims by Customer.  Customer will indemnify and hold harmless Barndoor against any third party claims against Barndoor alleging that the Content violates any intellectual property or other third party right and will pay all damages and costs finally awarded against Barndoor, provided that Barndoor promptly notifies Customer of the claim in writing; cooperates with Customer in the defense; and allows Customer to solely control the defense or settlement of the claim.

  1. Defense of Third-Party Infringement Claims by Barndoor.  Barndoor will indemnify and hold harmless Customer against any third party claims, suit or proceeding brought against Customer alleging that the Platform infringes a copyright, patent claim, trade secret or trademark and will pay all damages and costs finally awarded against Customer to the extent that damages and costs are attributable to use of the Platform, provided that Customer promptly notifies Barndoor of the claim in writing; cooperates with Barndoor in defense; and allows Barndoor to solely control the defense or settlement of the claim.

  1. Remedies. If such a claim appears likely, then Barndoor may modify the Platform, procure the necessary rights, or replace it with the functional equivalent. If Barndoor determines that none of these are reasonably available, then Barndoor may terminate the Platform and refund any prepaid and unused fees.  

  1. Exclusions. Barndoor has no obligation to indemnify Customer and will not be liable for any costs or damages for any claim arising from: (i) Content, (ii) any applications, generative artificial intelligence models or machine learning tools flowed through the Platform; (iii) utilization of the Platform in a manner not contemplated by this Agreement; (iv) a combination of the Platform with other software, hardware or service where the infringement would not occur but for the combination; or (v) software, hardware or services not provided by Barndoor.

  1. BARNDOOR PRODUCTS AND FREE VERSIONS.

  1. BARNDOOR PRODUCTS. Barndoor may offer Customer other products besides the Platform, including but not limited to products that allow the proxy to be distributed as a download, container or other method (the “Barndoor Products”).  All Barndoor Products are subject to the terms of a separate end user license agreement.  Barndoor will provide software updates for Barndoor Products during the term of the applicable Order.  Customer must install updates to this software at least once every 6 months.  Customer understands that the use of Barndoor Products may require that the Customer separately license and use certain third-party software (approved by Barndoor) and Customer is responsible for the license fees and terms for such third-party software. In addition, to the extent Barndoor makes a Barndoor-powered secure MCP server available for Customer’s use, Customer consents to having it identified it as “Powered by Barndoor” on all online documentation and containing a link to Barndoor’s website in the footer of such online documentation.

  1. FREE, TRIAL OR NO-CHARGE VERSIONS. To the extent Customer is utilizing a free or other no-charge version of the Platform (for example, Venn), the following shall apply:
  1. Sections 2(e) (Privacy), 2(g) (Content obligations), 4 (Confidentiality) and 9(b) (Indemnification)  of this Agreement shall not apply;
  2. Barndoor may terminate this Agreement for convenience or for any reason at any time;
  3. Barndoor shall have no obligations with respect to Customer’s Content or Confidential Information and as such, Sections 2(e) and 5 shall not apply.  Customers utilizing free or other no-charge versions of the Platform shall not transfer,  input or otherwise disclose any personally identifiable or confidential information to or in the Platform and to the extent Customers do so, they do so at their own risk and Barndoor explicitly disclaims any and all liability associated therewith;
  4. Notwithstanding anything else herein, Customer understands and agrees that with respect to all free licenses granted by Barndoor under Section 1  and the Platform, products and services provided or made available by Barndoor in connection with these free licenses, the following shall apply: (a) such products and services are subject to all the restrictions on use and warranty disclaimers and liability limitations stated herein; (b) SUCH FREE LICENSE TO THE PLATFORM AND ANY ASSOCIATED PRODUCTS AND/OR ANY SERVICES IS DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND; and (c) THE TOTAL LIABILITY OF BARNDOOR WITH RESPECT TO ANY FREE PRODUCTS, PLATFORMS OR SERVICES (INCLUDING FREE LICENSESE RELATED THERETO) FOR ANY CAUSE OF ACTION RELATING TO THE SAME SHALL BE LIMITED TO $500.  

  1. GOVERNING LAW AND FORUM. Any claim arising under or relating to this Agreement will be governed by the internal substantive laws of the State of New York, without regard to principles of conflict of laws. All disputes and litigation arising out of or related to this Agreement, including without limitation matters connected with its performance, will be subject to the exclusive jurisdiction of the courts in New York, New York or of the Federal courts sitting therein. Each Party hereby irrevocably submits to the personal jurisdiction of such courts and irrevocably waives all objections to such venue.

  1. OTHER TERMS.

  1. Electronic Notice. For purposes of operational messages and notices about the Platform, Barndoor may send email notices to the email address associated with Customer's account.  
  2. Entire Agreement and Changes. This Agreement, the Order and any applicable SOWs constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. Barndoor may update this Agreement by providing Customer with reasonable notice, including by posting the update on Barndoor’s website. If Barndoor determines in its sole judgment that an update materially impacts Customer’s rights or obligations, Barndoor will provide Customer at least thirty days notice before the update is effective, unless the update is necessary for Barndoor to comply with applicable law, in which case Barndoor will provide Customer with as much notice as reasonably possible. Any other updates will be effective on the date Barndoor posts the updated Agreement. Customer’s continued use of, or access to, the Services after an update is effective constitutes acceptance of the update. If Customer does not agree with an update, Customer may stop using the Platform or terminate this Agreement.  This agreement may not be amended or supplemented by any terms in Customer’s purchasing documents, including but not limited to its purchase order or sales confirmation documentation.
  3. Logos. Customer grants Barndoor the right to reference Customer and a license to use Customer’s logo in connection therewith.
  4. No Assignment. Neither party may assign or transfer this Agreement or an Order to a third party, except that this Agreement with all Orders may be assigned as part of a merger, corporate reorganization, or sale of all or substantially all of the assigning party’s business assets.
  5. Independent Contractors. The parties are independent contractors with respect to each other.
  6. Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
  7. Money Damages Insufficient. Any breach by a party of this Agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
  8. Order of Precedence. If there is an inconsistency between this Agreement and an Order, the Order prevails.
  9. Feedback.  By submitting ideas, suggestions or feedback to Barndoor regarding the Platform or the Licensed Software and Documentation (“Feedback”), whether submitted orally or in writing, Customer agrees that such Feedback does not contain confidential or proprietary information of Customer or any third party and Customer hereby grants Barndoor an irrevocable, royalty-free and full paid perpetual license to use such Feedback for any business purpose.
  10. Survival of Terms, and CISG Disclaimer and Export Control Compliance. Any terms that by their nature survive termination or expiration of this Agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply. Each party will comply with applicable export control laws when performing under this Agreement. The License Software and Documentation covered by this Agreement is a “Commercial Item,” as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable.