Please read these Terms of Service ("Terms", "Agreement") carefully before accessing or using the ogenti desktop application, any associated application programming interfaces, websites, documentation, or other services provided or made available by OGENTI, Inc. ("Company", "we", "us", or "our") (collectively, the "Service"). These Terms constitute a legally binding agreement between you ("User", "you") and the Company. By installing, accessing, or using the Service in any manner, you affirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you are using the Service on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" shall refer to that entity. If you do not agree to any provision of these Terms, you must not use the Service.
1. Definitions
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them herein, and such meanings shall be equally applicable to both the singular and plural forms of the terms defined:
"Agent" means an autonomous or semi-autonomous software process, script, workflow, or artificial intelligence model configured, deployed, or operated through the Service, including any Agent obtained from the Marketplace or independently developed by a User.
"Agent Developer" means any individual or legal entity that creates, submits, publishes, distributes, or makes available an Agent through the Marketplace or through any interface provided by the Service.
"Agent Output" means any data, text, code, media, action, decision, communication, or other result produced, generated, or initiated by an Agent during its operation.
"Marketplace" means the in-application agent distribution platform operated by the Company through which Agent Developers may publish Agents and Users may discover, install, and deploy Agents.
"Credits" means the internal digital tokens used within the Service to facilitate operations, transactions, and interactions, including but not limited to agent execution, marketplace purchases, and community features.
"Content" means all information, data, text, code, configurations, prompts, responses, and materials that are submitted, uploaded, generated, or transmitted through the Service.
"Authorized User" means an individual who has been granted access to the Service under a registered account and has accepted these Terms.
"Third-Party Materials" means any content, data, software, services, or APIs that are owned or operated by a party other than the Company and that are accessed, used, or integrated in connection with the Service.
2. Description of the Service
ogenti is an autonomous AI agent platform delivered as a desktop application for Microsoft Windows. The Service enables Authorized Users to create, configure, schedule, deploy, monitor, and interact with Agents capable of executing complex multi-step tasks, interacting with external services, generating Content, and operating with varying degrees of user supervision. The Service includes, without limitation: the core agent runtime environment; a community-driven Marketplace for discovering and distributing Agents; an internal credit economy; social features including community posts, voting, and reputation systems; and associated developer tooling and APIs.
The Service is currently made available as a closed beta product. Features, functionality, pricing, performance characteristics, and availability are subject to change at any time and without prior notice. Beta access does not confer any entitlement to continued access, future pricing, or specific feature sets. The Company may, at its sole discretion, discontinue the beta program, transition to a paid service, or modify access criteria at any time.
The Company reserves the right to perform scheduled or emergency maintenance on any part of the Service infrastructure without liability for any resulting interruption of access. The Company does not represent or warrant any specific uptime, availability, or service level for the beta product.
3. Account Registration & Security
You must register and maintain an account to access the core functionality of the Service. When registering, you agree to provide accurate, current, and complete information as prompted by the registration process, and to update that information promptly if it changes. You must be at least fourteen (14) years of age to create an account or use the Service. If you are between the ages of 14 and 18 (or the applicable age of majority in your jurisdiction), you represent that you have obtained verifiable consent from a parent or legal guardian who has read and agreed to these Terms on your behalf. By creating an account, you represent and warrant that you meet the applicable age requirement.
You are solely and exclusively responsible for maintaining the confidentiality and security of your account credentials, including your password, API keys, and any multi-factor authentication methods. You agree not to share your credentials with any other person and not to permit any other person to access the Service using your credentials. You agree to implement reasonable security measures to prevent unauthorized access to your account, including using strong and unique passwords and enabling available security features.
You are fully responsible for all activities, actions, and transactions that occur under your account, whether authorized or unauthorized. You must notify the Company immediately upon becoming aware of any unauthorized access to or use of your account, any compromise of your credentials, or any other security incident relating to your account, by contacting security@ogenti.com. The Company shall not be liable for any loss or damage arising from your failure to comply with these obligations.
The Company reserves the right to refuse registration, cancel accounts, or restrict access to the Service at its sole discretion, including where the Company has reason to believe that applicable laws, regulations, or these Terms have been or are likely to be violated.
4. Credits, Payments & Transactions
The Service incorporates an internal digital currency system ("Credits") that governs the economics of agent execution, Marketplace transactions, community interactions, and other platform activities. Credits are functional utility tokens within the Service ecosystem and do not constitute legal tender, a financial instrument, a security, or any other regulated financial product under the laws of the Republic of Korea or any other applicable jurisdiction, to the best of the Company's current understanding. Users are solely responsible for determining the tax and regulatory implications of Credit transactions in their respective jurisdictions.
Credits may be acquired through: (a) base allocations provided gratuitously by the Company during the beta period; (b) earning mechanisms tied to Agent performance, community engagement, or referral programs as defined by the Company from time to time; (c) peer-to-peer transfers from other Authorized Users; or (d) direct purchase through payment channels made available by the Company. The Company makes no guarantees regarding the continued availability of any earning mechanism or allocation program.
Credit Exchange (Buy & Sell). The Service provides a Credit exchange mechanism through which Users may: (i) purchase Credits using fiat currency at the prevailing Credit exchange rate; and (ii) sell Credits back to the platform in exchange for fiat currency payout, subject to applicable fees, daily transaction limits, and eligibility conditions. The exchange rate is dynamic and is calculated based on platform supply-demand metrics, total Credit volume, and active agent count as determined by the Company's exchange algorithm. The Company reserves the right to modify the exchange rate, fee structure, and transaction limits at any time. The current sell fee is charged as a percentage of gross payout value, as displayed within the application at the time of transaction. A daily sell limit per account applies and is subject to change. The Company does not guarantee any minimum exchange rate or payout amount.
All Credit transactions executed within the Service are recorded in a ledger maintained by the Company and are considered final and irreversible upon confirmation, except as expressly provided herein or as required by applicable law. The Company does not provide refunds for Credits spent on Agent executions, Marketplace purchases, or other Service operations. In the case of a verified technical error caused solely by the Company's infrastructure, the Company may, at its sole discretion, issue a Credit adjustment, but is not obligated to do so. All fiat currency payments are processed by third-party payment processors; the applicable payment processor's terms govern those transactions and the Company is not responsible for errors, failures, or disputes arising at the payment processing layer.
Credits are associated with the account to which they are allocated and are non-transferable except through the designated peer-to-peer transfer functionality within the Service. Credits that are unused at the time of account termination, whether voluntary or involuntary, may be subject to a sell-out procedure during the account offboarding period; Credits not sold or transferred prior to final account deletion are forfeited, except where mandatory consumer protection laws of your jurisdiction require otherwise.
5. Agent Marketplace, Developer Obligations & Allocation of Liability
The Marketplace is a platform through which Agent Developers may publish, distribute, and monetize Agents, and through which Users may discover, obtain, and deploy such Agents. The Company acts solely as the operator of the distribution infrastructure; it is not the developer, publisher, author, or operator of any third-party Agent listed on the Marketplace. The Company does not endorse, sponsor, or assume responsibility for any third-party Agent or its outputs.
Agent Developers who publish Agents on the Marketplace are required to comply with the Company's Marketplace Submission Guidelines, these Terms, and all applicable laws and regulations. By submitting an Agent to the Marketplace, an Agent Developer represents and warrants that: (a) the Agent does not infringe any intellectual property rights of any third party; (b) the Agent does not contain malicious code, backdoors, or unauthorized data collection mechanisms; (c) the Agent complies with all applicable data protection laws with respect to any personal data it may process; (d) the Agent's functionality, capabilities, and limitations are accurately described in its listing; and (e) the Agent Developer has obtained all necessary rights, licenses, and consents to publish and distribute the Agent.
The Company conducts a review and verification process for Agents submitted to the Marketplace. This process is designed to evaluate Agents against the Company's technical standards and policy requirements, screen for evident security vulnerabilities, malicious functionality, and violations of these Terms. The completion of this review process and the publication of an Agent on the Marketplace does not constitute the Company's guarantee, certification, warranty, or endorsement of the Agent's safety, accuracy, reliability, fitness for any purpose, or legal compliance. The review process represents a best-effort, good-faith evaluation conducted at the time of submission and does not account for changes in Agent behavior, third-party API behavior, or operational contexts that arise after publication.
Each Agent Developer bears full, exclusive, and non-transferable legal responsibility and liability for all aspects of their Agent's design, operation, and outputs. This responsibility includes, without limitation: the accuracy and reliability of Agent Outputs; compliance with all applicable laws and regulations governing the Agent's functionality and the industries or use cases in which the Agent operates; all consequences arising from erroneous, unexpected, or harmful Agent behavior; any financial harm, data loss, privacy violations, reputational damage, or physical harm suffered by Users or third parties as a result of Agent operations; and any regulatory fines, sanctions, or enforcement actions arising from the Agent's activities. The completion of the Company's review process does not transfer, reduce, or in any way limit the Agent Developer's liability to Users, third parties, or regulatory authorities.
Users who deploy or interact with third-party Agents acknowledge that they do so at their own risk. The Company strongly recommends that Users conduct independent due diligence, including reviewing Agent documentation, community ratings, published reviews, and the Agent Developer's public profile, before deploying any Agent in production or high-stakes environments. Users are responsible for supervising Agent activities to the extent reasonably practicable and for implementing appropriate safeguards.
6. Acceptable Use Policy
Your permission to use the Service is conditioned upon your compliance with the restrictions set forth in this Section. You agree that you will not, and will not authorize or assist any third party to, use the Service or configure any Agent to:
- Violate, circumvent, or facilitate the violation of any applicable local, national, or international law, regulation, treaty, rule, or order, including but not limited to laws governing data protection, privacy, financial services, consumer protection, intellectual property, and export control;
- Generate, transmit, host, publish, or facilitate the generation or distribution of content that is unlawful, defamatory, libelous, obscene, threatening, abusive, fraudulent, deceptive, harassing, hateful, or otherwise objectionable or harmful;
- Infringe, misappropriate, or otherwise violate any intellectual property rights, including copyrights, trademarks, trade secrets, patents, publicity rights, or any other proprietary rights of any person or entity;
- Collect, harvest, scrape, or otherwise obtain personal information about other users without their explicit informed consent, or in violation of applicable data protection laws including but not limited to the Personal Information Protection Act (PIPA) of the Republic of Korea, the EU General Data Protection Regulation (GDPR), or the California Consumer Privacy Act (CCPA);
- Impersonate any real individual, organization, or entity, including Company employees, officers, or representatives, or misrepresent your affiliation with any person or entity;
- Transmit, introduce, or distribute any malicious code, virus, worm, trojan horse, ransomware, spyware, adware, rootkit, or other harmful software or code;
- Attempt to gain unauthorized access to the Service, any account other than your own, any computer systems, networks, services, or data connected to or accessible through the Service;
- Interfere with, disrupt, degrade, or impair the integrity, performance, or availability of the Service or its underlying infrastructure, including through denial-of-service attacks, injection attacks, or other technical exploits;
- Circumvent, disable, or otherwise interfere with any security feature, access control mechanism, content filter, rate limiter, or other protective technology incorporated in the Service;
- Engage in any form of automated abuse of the platform, including artificial inflation of credit balances, manipulation of Marketplace rankings or review scores, creation of fake accounts, or systematic exploitation of any platform mechanism;
- Use the Service to develop, train, or refine competing products without the Company's prior written consent;
- Use the Service to facilitate any form of financial fraud, money laundering, tax evasion, or any other criminal activity;
- Operate Agents in contexts that require professional licensure (including but not limited to medical diagnosis, legal advice, or financial advisory services) without appropriate human oversight and all required licenses and disclosures.
Determination of whether any particular use violates this Acceptable Use Policy rests with the Company in its sole and reasonable discretion. Violations may result in the immediate suspension, restriction, or permanent termination of your account, forfeiture of Credits, and, where appropriate, referral to law enforcement authorities.
7. Intellectual Property Rights
As between you and the Company, the Company owns and retains all rights, title, and interest in and to the Service, including all software, algorithms, models, infrastructure, visual design, trademarks, trade names, service marks, logos, documentation, and all other intellectual property embodied in or associated with the Service ("Company IP"). These Terms do not convey to you any ownership interest in the Company IP. The limited licenses granted herein are not a sale or transfer of any intellectual property rights.
Subject to your continued compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Service on your personal device solely for your own internal purposes in accordance with these Terms. You agree not to: (a) copy, reproduce, or distribute the Service or any portion thereof; (b) modify, adapt, translate, or create derivative works based on the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service except to the extent expressly permitted by applicable law; (d) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Service.
You retain all rights, title, and interest in and to Content that you create, configure, or input into the Service, including the source code and configuration files of Agents that you develop. By publishing an Agent to the Marketplace, you grant the Company a non-exclusive, worldwide, royalty-free, sublicensable license to list, display, host, distribute, and make available your Agent to other Users of the Marketplace during the term of your listing. This license does not extend to ownership of your Agent's underlying intellectual property.
The Company does not claim ownership of Agent Outputs generated during your use of the Service. You acknowledge that the intellectual property status of AI-generated content may vary by jurisdiction and that the Company makes no representation regarding the copyrightability or legal status of Agent Outputs under the laws of any particular jurisdiction.
8. Data Practices & Privacy
By using the Service, you acknowledge and agree to the Company's Privacy Policy, which is incorporated into these Terms by reference and available at privacy.html. In the event of any conflict between these Terms and the Privacy Policy with respect to data practices, the Privacy Policy shall control.
The Service is architected to maximize local processing. Agent execution, configuration data, conversation history, and Agent Outputs are stored primarily on your local device and are not routinely transmitted to Company servers. Company servers handle account authentication, credit ledger management, Marketplace operations, and community features. You acknowledge that use of certain optional features may require transmission of data to Company servers, and you will be informed of such requirements within the application before enabling those features.
You are responsible for ensuring that your use of the Service, including any personal data processed by Agents you configure or deploy, complies with all applicable data protection and privacy laws. Where Agents process personal data of third parties, you assume the role of data controller and bear all associated legal obligations. The Company, where applicable, acts as a data processor and will process such data only in accordance with your instructions and applicable law.
Notwithstanding the foregoing, the Company may collect and use aggregated, anonymized, non-personally identifiable data derived from your use of the Service for the purposes of improving the Service, developing new features, and conducting internal research and analytics. Such data will not be used to identify you personally.
9. Third-Party Materials & Integrations
The Service may provide features that allow Agents to access, integrate with, or rely upon Third-Party Materials, including external APIs, large language model providers such as OpenAI, Anthropic, or Google, web services, databases, and other external data sources. The availability, terms, pricing, performance, and reliability of Third-Party Materials are entirely outside the Company's control and are subject to the terms of service and policies of the respective third-party providers.
Your use of Third-Party Materials through the Service is governed by the applicable third-party provider's terms and policies, and you are solely responsible for complying with those terms. The Company does not warrant the accuracy, completeness, availability, or reliability of any Third-Party Materials and does not assume liability for any harm arising from your use of or reliance on Third-Party Materials. Changes to third-party APIs or service terms may disrupt Agent functionality, and the Company has no obligation to maintain compatibility with any particular third-party service.
Any links to third-party websites or resources provided within the Service are for convenience only. The Company does not endorse, and is not responsible for, the content, products, services, or practices of any third-party websites.
10. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ALL AGENTS (INCLUDING THOSE PUBLISHED ON THE MARKETPLACE), ALL CONTENT, AND ALL AGENT OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE CONTINUOUSLY AVAILABLE OR UNINTERRUPTED; (C) THE SERVICE WILL BE FREE FROM ERRORS, BUGS, SECURITY VULNERABILITIES, OR OTHER DEFECTS; (D) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (E) THE SERVICE OR ITS UNDERLYING INFRASTRUCTURE IS FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; (F) ANY AGENT, WHETHER DEVELOPED BY THE COMPANY OR A THIRD PARTY, WILL PRODUCE ACCURATE, RELIABLE, COMPLETE, SAFE, OR LEGALLY COMPLIANT OUTPUTS; (G) AGENT OUTPUTS WILL BE APPROPRIATE FOR ANY PARTICULAR PURPOSE OR CONTEXT; OR (H) ANY OUTPUT GENERATED BY AN AGENT CONSTITUTES PROFESSIONAL ADVICE OF ANY KIND.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH EXCLUSIONS ARE PROHIBITED UNDER APPLICABLE LAW, THOSE EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR SHAREHOLDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR IN CONNECTION WITH: (A) THESE TERMS; (B) YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SERVICE; (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE SERVICE, INCLUDING ANY AGENT DEVELOPER OR THIRD-PARTY AGENT; (D) ANY CONTENT, AGENT OUTPUT, OR INFORMATION OBTAINED FROM THE SERVICE; OR (E) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA OR ACCOUNT, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF CREDITS PURCHASED BY YOU IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, CONVERTED TO THE EQUIVALENT IN KRW AT THE PREVAILING EXCHANGE RATE; OR (B) KRW 100,000. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. Indemnification
You agree to defend, indemnify, and hold harmless the Company and its affiliates, subsidiaries, officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, disputes, lawsuits, regulatory proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees and expenses) arising out of or relating to: (a) your access to or use of the Service, including any Agent you operate; (b) any Agent you develop or publish on the Marketplace, including any harm caused by that Agent to any User or third party; (c) your violation of any provision of these Terms; (d) your violation of any applicable law or regulation; (e) your infringement of any intellectual property or other right of any third party; (f) any Content you submit, publish, or transmit through the Service; or (g) any representation or warranty you made in connection with these Terms that was materially false or misleading at the time it was made.
The Company reserves the right to assume exclusive control of the defense and settlement of any matter otherwise subject to indemnification by you, at your expense. You agree to cooperate with the Company's defense of such claims and not to settle any matter subject to indemnification without the Company's prior written consent.
13. Beta Program Participation
The Service is currently available exclusively as a closed beta. Beta participation is by invitation only and may be revoked by the Company at any time at its sole discretion without compensation or liability. As a beta participant, you acknowledge that the Service may contain significant errors, incomplete features, performance degradation, data loss, and other issues typical of pre-release software. You agree to: (a) report bugs, unexpected behaviors, and UI/UX issues through designated feedback channels; (b) refrain from publicly disclosing non-public details of the beta experience without the Company's written consent; (c) understand that data created during the beta period may not be preserved upon transition to a production release; and (d) accept that beta access does not guarantee continued access, feature availability, or any particular pricing upon commercial launch.
14. Termination & Suspension
The Company reserves the right, in its sole discretion and without prior notice or liability, to suspend, restrict, or permanently terminate your access to all or any portion of the Service at any time for any reason, including but not limited to: (a) a material or repeated breach of these Terms; (b) conduct that the Company reasonably believes poses a risk to the Service, other users, or third parties; (c) requests from law enforcement or other government authorities; (d) extended periods of account inactivity; or (e) discontinuation of the Service. Upon termination, your license to use the Service immediately and automatically revokes, and you must cease all use and delete all copies of the Service.
You may terminate your account and discontinue use of the Service at any time by following the account deletion procedure available within the application settings. Upon voluntary termination, outstanding Credits and any associated Marketplace listings will be handled in accordance with the Company's then-current offboarding policy. The Company will make reasonable efforts to provide advance notice of any offboarding implications prior to deletion completion.
The following Sections shall survive any expiration or termination of these Terms: Definitions (Section 1), Intellectual Property Rights (Section 7), Data Practices (Section 8), Disclaimer of Warranties (Section 10), Limitation of Liability (Section 11), Indemnification (Section 12), Governing Law (Section 16), and any other provisions that by their nature should survive termination.
15. Modifications to the Terms
The Company reserves the right to amend, modify, or replace these Terms at any time. For modifications that the Company reasonably determines to be material, the Company will provide advance notice of no less than fourteen (14) calendar days through one or more of the following methods: posting the revised Terms at the applicable URL; sending a notification to the email address associated with your account; or displaying a prominent notice within the application. Non-material changes, including typographical corrections, formatting updates, and clarifications that do not alter the substantive rights or obligations of either party, may be made without prior notice.
Your continued access to or use of the Service following the effective date of any revised Terms constitutes your binding acceptance of those revised Terms. If you do not agree to the revised Terms, you must immediately cease all use of the Service and may request account deletion in accordance with Section 14. The date of the most recent revision is indicated in the header of these Terms.
16. Governing Law, Jurisdiction & Dispute Resolution
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Korea, excluding its conflict of laws provisions.
Any dispute, controversy, or claim arising out of or relating to these Terms, the Service, or the breach, termination, or validity thereof, shall be finally and exclusively resolved by binding arbitration administered by the Korea Commercial Arbitration Board (KCAB) in Seoul, Republic of Korea, conducted in the Korean language under the KCAB International Arbitration Rules then in effect. The arbitral award shall be final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS, CLAIMANTS, CLASS MEMBERS, OR REPRESENTATIVE PARTIES IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.
17. General Provisions
Entire Agreement. These Terms, together with the Privacy Policy and any other agreements or policies expressly incorporated herein by reference, constitute the entire agreement between you and the Company concerning the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to such subject matter.
Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, unenforceable, or contrary to law, that provision shall be limited, modified, or severed to the minimum extent necessary to render it enforceable, and the remaining provisions of these Terms shall remain in full force and effect.
Waiver. The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of the Company. No single or partial exercise of any right, power, or remedy by the Company shall preclude any other or further exercise of that right or the exercise of any other right, power, or remedy.
Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without the Company's prior written consent. Any attempt to do so shall be null and void. The Company may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without restriction and without notice to you.
Force Majeure. The Company shall not be liable for any delay or failure to perform its obligations hereunder resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks by state or non-state actors, government orders, pandemics, or failures of third-party infrastructure providers.
No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Language. These Terms may be made available in Korean and other languages for convenience; in the event of any inconsistency between the English version and any translation, the English version shall prevail.
18. Contact Information
For general inquiries regarding these Terms, please contact legal@ogenti.com. For security-related matters, contact security@ogenti.com. For general support, contact contact@ogenti.com. The Company's registered place of business is Seoul, Republic of Korea. Response times during the beta period may vary.
OGENTI, Inc. · Seoul, Republic of Korea · © 2026 All rights reserved.