Marketplace Developer Agreement
Last updated 2026 06 05
This Marketplace Developer Agreement (this "Agreement") is a binding agreement between playOS, Inc. d/b/a Sintra ("Sintra", "we" or "us") and the individual or entity registering as a vendor or partner in the Sintra Marketplace ("Marketplace Developer" or "you"). If you are an individual using the Sintra Marketplace on behalf of your company, organization or other entity (for example, as an employee), then "you" means your entity and you are binding your entity to this Agreement.
Before clicking to agree to this Agreement, please carefully read the terms and conditions below. The Sintra Marketplace is not intended for and may not be used by anyone under the age of 18.
This Agreement does not have to be signed in order to be binding. You indicate your assent to the terms of this Agreement by (i) checking the box (or similar action) to accept the Agreement that is presented to you at the time you sign up to list your products on the Sintra Marketplace or (ii) by submitting any Marketplace AI Agent to the Sintra Marketplace.
Sintra may modify this Agreement from time to time, subject to the terms in Section 13 (Agreement Changes) below.
1. Introduction to the Sintra Marketplace
The Sintra Marketplace is a hosted execution environment through which end users can access Marketplace AI Agents which are deployed based on Developer Content provided by you. Developer provides configuration materials more particularly referred to as Developer Content (as defined below) for Marketplace AI Agents which will be accessed through the Sintra Marketplace. Sintra hosts and stores such Developer Content on the Sintra Platform.
When an end user requests a Marketplace AI Agent that is based on your Developer Content on the Sintra Marketplace, Sintra processes and executes the end user request and operates the Marketplace AI Agent using your Developer Content. You do not independently host, operate, or execute Marketplace AI Agents on your own servers or infrastructure.
As a Developer, you may make your Marketplace AI Agents available to end users free of charge. All Marketplace AI Agents are installed by end users at no upfront cost. When an end user uses a Marketplace AI Agent based on your Developer Content, the usage consumes credits from the end user's Sintra plan. Sintra shares a portion of its margin with you as a Revenue Share, as further described in Section 3 (Financial Terms) below.
2. Key Definitions
"AI Output" means any text, image, audio, video, software code, recommendation, decision, workflow, action, prediction, instruction or other content or material generated, returned, produced or transmitted by a Marketplace AI Agent.
"Autonomous Action" means any action initiated, recommended, triggered, executed or carried out by a Marketplace AI Agent without contemporaneous human review or approval, including actions involving: (a) external communications; (b) API calls; (c) workflow execution; (d) modification or deletion of data; (e) financial transactions; (f) execution of code; (g) interaction with third-party systems; or (h) any action capable of producing legal, financial, operational, reputational or security consequences.
"Developer Content" means configuration materials for AI Agents for use within the Sintra Marketplace and Sintra Platform including personality descriptions, behavioral rules, workflow instructions, skill definitions, icon, logo or banner images, the metadata, graphics, artwork, images, trademarks, trade names, and other descriptive or identifying information and materials that you wish to appear in connection with your Marketplace AI Agent and all other related information required by Sintra.
"End User Data" means any data, content or information of an end user that is accessed, collected or otherwise processed in connection with use of the Sintra Marketplace.
"High-Risk Use Case" means use of a Marketplace AI Agent in connection with: (a) healthcare or medical diagnosis or treatment; (b) legal advice; (c) financial or investment advice; (d) employment decisions; (e) housing decisions; (f) insurance underwriting; (g) credit decisions; (h) biometric identification; (i) critical infrastructure; (j) law enforcement; (k) weapons systems; or (l) any other use case designated by Sintra.
"Human Oversight" means meaningful review and supervision by a qualified human prior to execution of a material Autonomous Action.
"Laws" means all applicable laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data.
"Marketplace AI Agents" means any artificial intelligence-enabled software application, agent, assistant, workflow, automation, model-powered system, or other offering made available through the Marketplace based on Developer Content, which uses machine learning models, large language models, generative artificial intelligence systems, algorithmic decision-making systems, or similar computational intelligence techniques to generate, interpret, recommend, predict, process, or act upon content, data, prompts, instructions, or inputs, and/or to interact with end users, software applications, APIs, tools, databases, external systems, or third-party services, including through automated, semi-automated, or Autonomous Actions.
"New Versions" means any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications and amendments to your Marketplace AI Agents.
"Revenue Share" means the revenue payable to Developer based on usage of Marketplace AI Agents executed using Developer Content, as set forth in Section 3.2 (Revenue Share) below.
"Safety Incident" means any actual or reasonably suspected: (a) harmful, deceptive or unlawful behavior by a Marketplace AI Agent; (b) material hallucination; (c) unauthorized Autonomous Action; (d) circumvention of safety controls; (e) generation of prohibited content; (f) prompt injection attack; (g) unauthorized access to systems or data; (h) material bias or discriminatory conduct; or (i) conduct reasonably likely to cause material harm to Sintra, end users or third parties.
"Security Incident" means any actual or suspected (a) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of End User Data in the possession or control of you or your agents or contractors (whether intentional or accidental), (b) security vulnerability or compromise of your Marketplace AI Agent or (c) issue involving your Marketplace AI Agent that materially degrades Sintra systems or networks.
"Sintra Marketplace" or "Marketplace" means the marketplace accessible through the Sintra application at https://app.sintra.ai or any other webpage, application, interface, service or in-product experience at which Sintra makes available or lists Marketplace AI Agents.
"Sintra Marks" means the trademarks, trade names, service marks and logos owned or otherwise used by Sintra. Nothing contained herein shall grant you any ownership right in the Sintra Marks or any other Sintra intellectual property.
"Sintra Platform" means the Sintra hosted execution platform through which Marketplace AI Agents are operated using Developer Content submitted by developers.
3. Financial Terms
This Section 3 (Financial Terms) applies to Marketplace AI Agents for which a payment is charged to end users.
3.1. Revenue Model. All Marketplace AI Agents are made available to end users free of charge to install. End users consume credits from their Sintra plan when using Marketplace AI Agents. Sintra shares a portion of its margin from such credit consumption with the Developer as a Revenue Share.
3.2. Revenue Share. Subject to this Agreement, for credit consumption attributable to Marketplace AI Agents executed using your Developer Content, Sintra will pay you the applicable Revenue Share. The applicable Revenue Share rate will be as published on the Partner Portal, which Sintra may update from time to time with not less than 30 days' notice. Such amounts exclude taxes and any separately stated fees or charges. A Revenue Share is due only when Sintra has received final payment from the end user.
3.3. Currency. You will designate your earnings in United States Dollars (USD) and Sintra will make all Revenue Share payments to you in USD or Sintra platform credits, at your election subject to Section 3.4.
3.4. Payment by Sintra. Developer earnings accrue as Sintra platform credits. Credits are available to the Developer at any time. When USD payouts are available, approximately thirty (30) days after the end of the calendar month in which the applicable credit consumption occurs, Sintra will pay you the Revenue Share due to you and provide you with a report. USD withdrawals require a minimum balance of U.S. $50.00 (or equivalent). Below this threshold, earnings are available as Sintra platform credits only. You agree to provide Sintra with information on a valid bank account or payment method in your name. You agree that any fees charged by your bank or payment provider in connection with payments pursuant to this Section 3.4 are solely your responsibility.
3.5. Refunds; Withholding of Revenue Share. Sintra may issue refunds of applicable payments (or portions thereof) to end users in its sole discretion. If Sintra issues a refund prior to paying you the Revenue Share for the applicable payment, then you agree and acknowledge that you will not receive and will have no right to receive a Revenue Share on that portion of the payment that was refunded. In addition, if Sintra pays you a Revenue Share on a payment and later issues a refund or credit to the end user for such payment (or receives a chargeback related to the payment), Sintra may offset the amount of the Revenue Share that Sintra previously paid you against future Revenue Share or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to Sintra. Sintra may also withhold and offset sums you owe to Sintra against amounts that are payable to you. When this Agreement terminates, Sintra may withhold all Revenue Share due for a period of sixty (60) days from the date they would otherwise be payable, in order to ensure Sintra's ability to offset any end user refunds or make any other offsets to which Sintra is entitled.
3.6. Use of Certain Information. Sintra shall only use your banking and payment information for purposes related to this Section 3 (Financial Terms). Sintra shall not disclose your sales and related financial data to third parties except agents and contractors acting on Sintra's behalf and except as required by Laws. The foregoing sentence notwithstanding, Sintra may use or disclose aggregated sales and other financial data related to the Sintra Marketplace, which may include your sales and related financial data but does not identify you or your data specifically.
3.7. Taxes. Except as described in this Agreement, Sintra is responsible for collecting and remitting any taxes imposed on payments for AI Agents. You are responsible for any income or other taxes due and payable resulting from Sintra's payments to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are exclusive of any taxes that may apply to you. Sintra maintains the right to deduct or withhold any applicable taxes payable by you from amounts due from Sintra, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you.
4. Developer Content; License to Sintra
4.1. Accuracy. You are responsible for providing accurate Developer Content. If any Developer Content is inaccurate or needs to be updated or modified, you will promptly provide Sintra with corrections, updates, or modifications.
4.2. Compliance. You will ensure that all Developer Content complies with this Agreement. In your activities under this Agreement, you also agree to comply with Sintra's Fair Use Policy at https://sintra.ai/legal/fair-use-policy (as may be modified from time to time by Sintra) (the "AUP").
4.3. License Grant to Sintra. During the Term, and thereafter as expressly provided in accordance with Section 8 (Term and Termination), Developer grants to Sintra a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, transferable and sublicensable right and license:
(a) to host, store, reproduce, use, process, modify, adapt, format, display, perform, distribute and otherwise exploit the Developer Content solely as necessary to operate, provide, support, improve, market and administer the Marketplace, the Marketplace AI Agents and related services. Without limiting the foregoing, Developer grants Sintra the right:
(i) to host, distribute, offer, market, sell, license and otherwise make available Marketplace AI Agents incorporating or utilizing the Developer Content to end users through the Marketplace;
(ii) to use, reproduce, distribute, transmit, display, perform, publish, reformat, translate, adapt and create excerpts from the Developer Content in connection with the operation, promotion, marketing and support of (A) the Marketplace, (B) the Marketplace AI Agents, and (C) listings, descriptions, demonstrations and promotional materials relating thereto;
(iii) to access, store, reproduce, analyze, test and evaluate the Developer Content, and to permit Sintra's affiliates, contractors and service providers to do the same, for purposes of quality assurance, security review, moderation, compliance verification, technical support, troubleshooting, operation of the Marketplace, enforcement of this Agreement, and the exercise of Sintra's rights and performance of its obligations hereunder;
(iv) to execute, process and interpret the Developer Content within Sintra-controlled systems and environments as necessary to enable the functionality of Marketplace AI Agents and related services; and
(v) to use the Marketplace AI Agents and Developer Content internally for demonstration, testing, evaluation, support, training of personnel, security, compliance and other business operations reasonably related to the operation and administration of the Marketplace and related services.
4.4. License Clarifications. The licenses granted to Sintra in Section 4.3: (i) include rights to distribute, promote and make available New Versions to eligible end users, (ii) include the right, as described in Section 8 (Term and Termination), to continue to retain and make available Marketplace AI Agents and Developer Content to existing end users after the Term, and (iii) are granted under all applicable intellectual property rights (including patent rights).
5. Reservations of Rights
Except as expressly set forth in this Agreement, nothing herein grants Sintra ownership of the Developer Content, and as between the parties, Developer retains all right, title and interest in the Developer Content.
Subject to your foregoing rights in the Developer Content, Sintra retains all right, title and interest in and to the Sintra Marketplace, Sintra Platform, all Sintra applications, Sintra Marks and all technology, content, information, services, trademarks and other intellectual property used in connection with the foregoing.
As between you and the applicable end user, and subject to applicable law and third-party rights: (a) the end user retains ownership of its inputs and End User Data; and (b) you assign or grant to the end user all right, title and interest you may possess in AI Output generated specifically for such end user.
6. Additional Sintra Marketplace Terms
6.1. Prohibited Actions; Responsibilities. You shall not reverse engineer, disassemble or decompile any Sintra code or technology used in connection with the Sintra Marketplace and any Marketplace Agents you develop. You will not take any action that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of Sintra or of any end user or other third party. You agree not to make any representations, guarantees or warranties (1) that violate any Laws, including any false advertising or consumer protection laws, (2) with respect to Sintra, the Sintra Marketplace, Sintra applications, or any other Sintra products or services, or (3) by Sintra or on behalf of Sintra, including with respect to handling of Security Incidents. In all activities under this Agreement, you agree to conduct yourself in a professional manner and not to disparage or devalue Sintra or the Marketplace.
6.2. Ability of Developer Content to Influence Marketplace AI Agents. Except as expressly permitted by Sintra, Developer Content does not contain or execute Developer-supplied executable code on the Sintra Platform. Notwithstanding the foregoing, you acknowledge and agree that Developer Content may direct, request or recommend that the Marketplace AI Agents executed using such Developer Content perform certain operations, access permitted resources, invoke features, process data, generate outputs or otherwise take actions. All such actions are executed solely by Sintra, and Sintra retains sole discretion over whether, when and how any Developer Content is interpreted, processed or acted upon.
You are and remain solely responsible for the Developer Content you provide and for the foreseeable consequences of such Developer Content, including any instructions, workflows or configurations that may cause the Marketplace AI Agents to generate outputs, process data or take actions. Developer shall ensure that its Developer Content complies with this Agreement, all Marketplace policies, applicable Laws, and any other technical requirements communicated by Sintra.
Sintra may review, monitor, test, reject, suspend, remove, disable and/or modify any Developer Content at any time in its discretion, including where Sintra reasonably believes that such Developer Content may create security, privacy, legal, operational or reputational risks, violate Marketplace policies, adversely affect users, third parties or Sintra systems, or otherwise interfere with the operation of the Sintra Marketplace.
6.3. Responsibility for Autonomous Actions. You are solely responsible for all Autonomous Actions initiated, recommended or executed by the Marketplace AI Agents as a result of your Developer Content. You shall not provide Developer Content which may cause a Marketplace AI Agent to:
(a) execute financial transactions; (b) enter into legally binding agreements; (c) send external communications impersonating a human without disclosure; (d) conduct unauthorized transactions or circumvent authorization controls; (e) impersonate users without authorization; (f) access regulated systems or regulated data; (g) perform High-Risk Use Cases without express written consent of Sintra and implementing Human Oversight; (h) engage in unlawful surveillance or data harvesting; (i) generate fraudulent, deceptive or misleading content; (j) engage in spam, phishing or social engineering; (k) autonomously exploit vulnerabilities; (l) generate malware or malicious code; (m) circumvent safety systems or platform restrictions; (n) manipulate users through deceptive behavioral techniques; (o) intentionally evade Human Oversight requirements; (p) operate continuously without reasonable monitoring or interruption controls; or (q) process sensitive personal data except as expressly permitted by Sintra and applicable Laws.
6.4. Feedback. Developer may, from time to time, provide Sintra with suggestions, comments, ideas, enhancement requests, recommendations, corrections or other feedback regarding the Marketplace, the Platform, Marketplace AI Agents or related services ("Feedback"). Developer grants to Sintra a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, transferable and sublicensable right and license to use, reproduce, modify, adapt, publish, distribute, create derivative works from and otherwise exploit any Feedback for any purpose, without restriction and without any obligation, compensation or attribution to Developer.
6.5. End User Data and Privacy-Related Obligations. Developer acknowledges that providing Developer Content which is used to execute Marketplace AI Agents for an end user does not give Developer any access to End User Data. Accordingly, Sintra will be responsible for obtaining all necessary rights, permissions, and consents from end users for any access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any End User Data during such end user's use of Marketplace AI Agents, and will ensure that all such processing complies with Sintra's applicable End User Terms, Privacy Policy, and all applicable Laws.
7. Marketplace Operations
7.1. Sintra Control of Marketplace. Sintra may determine in its sole discretion to make available or list any Marketplace AI Agent through the Sintra Marketplace, or to remove any Marketplace AI Agent from the Sintra Marketplace. Sintra may stop any transaction, or take other actions as needed to restrict access to or availability of any Developer Content that does not comply with this Agreement or that otherwise might adversely affect end users. Inclusion of a Marketplace AI Agent executed based on your Developer Content in the Sintra Marketplace does not relieve you of responsibility to ensure your Developer Content complies with this Agreement or to perform other obligations under this Agreement.
7.2. Emergency Safety Measures. Sintra may immediately suspend, disable, restrict, de-list or terminate any Marketplace AI Agent and related Developer Content if Sintra reasonably believes that: (a) the Marketplace AI Agent or related Developer Content presents a security, safety, legal or reputational risk; (b) the Marketplace AI Agent has engaged in prohibited conduct; (c) the Marketplace AI Agent or related Developer Content presents a material risk of harm to end users or third parties; or (d) continued operation could expose Sintra or others to legal liability. Sintra may implement technical measures designed to: (i) interrupt execution; (ii) limit capabilities; (iii) revoke permissions; (iv) disable integrations; or (v) require Human Oversight, for safety, security or compliance purposes. Sintra shall have no liability arising from such actions taken in good faith.
8. Term and Termination
8.1. Term. The term of this Agreement (the "Term") will begin on the date you agree to it in the manner set forth in the third paragraph of this Agreement and will continue until you or Sintra terminates it.
8.2. Termination Rights.
(a) Either Sintra or you are entitled to terminate (i) this Agreement, in its entirety or with respect to particular Developer Content and/or related Marketplace AI Agents, and (ii) access to your Sintra account with thirty (30) days advance written notice to the other party. In addition, either party may terminate this Agreement upon written notice to the other party if (1) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (2) the party breaches its confidentiality or privacy related obligations under this Agreement, or (3) the other party infringes or misappropriates the terminating party's intellectual property rights.
(b) Notwithstanding anything to the contrary in this Agreement, immediately upon notice to you (or with the notice specified by Sintra at the time), Sintra may also terminate this Agreement (and/or terminate or suspend either your account on the Marketplace or this Agreement with respect to any particular Developer Content or related Marketplace AI Agents) under the following circumstances: (i) Sintra ceases to operate the Marketplace, (ii) your Developer Content violates Sintra's Fair Use Policy, or (iii) Sintra determines (in its discretion) that your participation in the Marketplace could result in legal or business liability to Sintra or any third party or otherwise harm the Marketplace or other Marketplace Developers or users.
8.3. Effect of Termination; Transition.
(a) Pending Orders; Transition Period. Following any termination or expiration of this Agreement or withdrawal of Developer Content and related Marketplace AI Agents from the Marketplace, (i) in Sintra's discretion, Sintra may continue to fulfill any end user requests for Marketplace AI Agents pending as of the date the termination takes effect, and (ii) Sintra will use reasonable efforts to take down the listing for your Marketplace AI Agent executed using your Developer Content within thirty (30) days after the effective date of termination (the "Transition Period"). Sintra may also retain copies of your Developer Content after termination or expiration of this Agreement for its own record-keeping purposes.
(b) End User Rights. Unless otherwise specified by Sintra, all end user subscriptions to Marketplace AI Agents (including any related support or maintenance periods) will survive termination or expiration of this Agreement in accordance with the applicable End User Terms. As such, Sintra may continue to make available any Marketplace AI Agents for further access by existing end users of those Marketplace AI Agents for the duration of their applicable subscription or maintenance term (including after the Transition Period) (the "Surviving Term"), either directly or through Sintra partners.
8.4. Survival. The following sections of this Agreement will survive termination or expiration of this Agreement and any Transition Period: Sections 3 (Financial Terms), 4.1 (Accuracy), 6 (Additional Sintra Marketplace Terms), and 8 through 15.
9. Representations and Warranties
You represent, warrant and covenant that:
9.1. You are at least 18 years of age and are able to form a legally binding contract. If Marketplace Developer is a business or other legal entity and not an individual, then the individual entering into this Agreement on Marketplace Developer's behalf represents that he or she has all necessary legal authority to bind Marketplace Developer to this Agreement;
9.2. You have the full right, power, and authority to enter into and fully perform this Agreement;
9.3. Before providing Sintra any Developer Content or listing Developer Content in the Sintra Marketplace, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to such Developer Content;
9.4. None of the following will violate any Law, contain any defamatory material, or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) the Developer Content; (iii) the Marketplace AI Agents developed based on the Developer Content as contemplated in this Agreement; or (iv) any notices, instructions or advertising by you for or in connection with any Content;
9.5. You will immediately notify Sintra if you lose any intellectual property, proprietary or other rights related to your Developer Content or become aware of a third party claim related to these rights;
9.6. Your Developer Content will not contain any viruses, spyware, "Trojan horses," or other "malware" or harmful code ("Viruses"), and will not cause injury to any person or damage to any property.
10. Indemnity
10.1. By Sintra. Subject to the terms and conditions of this Agreement: (1) Sintra shall defend a Marketplace Developer from claims by third parties alleging that the Sintra Marketplace itself infringes such third party's United States, European Union, or EU member state registered copyright or trademark and (2) Sintra shall pay damages finally awarded by a court of competent jurisdiction against such Marketplace Developer for such a claim or, if Sintra settles the claim, the settlement amounts. Sintra's obligations in this Section 10.1 apply only to the Sintra Marketplace itself and not to any Developer Content, the Sintra Platform, other Sintra products or services, or other third party content hosted on or used with the Sintra Marketplace, and in any case Sintra's obligations do not apply if the alleged infringement, misappropriation or violation resulted from any modifications, combinations, or unauthorized use of the Sintra Marketplace. As a condition to Sintra's obligations under this Section 10.1, you must provide Sintra (i) prompt written notice of the claim (and in any event notice in sufficient time for Sintra to respond without prejudice), (ii) the exclusive right to control and direct the investigation, settlement and defense (if applicable) of the claim, and (iii) all reasonable necessary cooperation. This Section 10.1 sets forth Sintra's sole liability and your exclusive remedy with respect to third party claims of intellectual property rights infringement.
10.2. By You. You will indemnify, defend and hold harmless Sintra and its subsidiaries (including its respective affiliates, officers, directors, employees, contractors and assigns) from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) arising out of any third party claim relating to (i) any Developer Content or the use of Developer Content (including any claims made by or arising from end users), (ii) your breach or alleged breach of this Agreement, (iii) any Security Incidents caused by your Developer Content, or (iv) any Autonomous Actions by Marketplace AI Agents as a result of your Developer Content or hallucinated or misleading AI Output from Marketplace AI Agents as a result of your Developer Content (individually, a "Claim," and collectively, the "Claims"). In any defense or settlement negotiations, you will keep Sintra apprised of all relevant developments, including the choice of counsel. Sintra may participate in the defense or settlement of any Claim at its own expense. You will provide Sintra with reasonable notice of any judgment entered against Sintra or any settlement terms offered to settle a Claim and you will not consent to the entry of a judgment or settle a Claim without Sintra's prior written consent, which we may not unreasonably withhold. If you do not promptly assume and reasonably conduct the defense of a Claim or take reasonable action to settle any such Claim after being provided with sufficient reasonable advance notice to evaluate the Claim, then Sintra may take control of the defense (without limiting your indemnification obligations). Your obligations under this Section 10.2 are independent of your other obligations under the Agreement.
11. Sintra Confidential Information
11.1. Definition. All information disclosed by Sintra that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is "Confidential Information". Confidential Information includes non-public aspects of the Sintra Marketplace and Sintra's applications; non-public aspects of third-party applications listed in the Sintra Marketplace to which you obtain access as a result of the relationship between you and Sintra under this Agreement; and non-public technology, technical information and product plans to which you obtain access as a result of the relationship between you and Sintra under this Agreement. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to Sintra or anyone else.
11.2. Your Obligations. During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide Sintra with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Sintra's cost, if Sintra wishes to contest the disclosure.
11.3. Injunctive Relief. In the event of actual or threatened breach of this Section 11, Sintra shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
12. Disclaimers and Limitations of Liability
12.1. Disclaimer of Warranties. THE SINTRA MARKETPLACE AND SINTRA PLATFORM ARE PROVIDED "AS IS" AND SINTRA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
12.2. Limitations of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 ABOVE AND FOR MARKETPLACE DEVELOPER'S BREACH OF SECTION 6.1 (PROHIBITED ACTIONS; RESPONSIBILITIES) OR SECTION 11 (SINTRA'S CONFIDENTIAL INFORMATION): (A) NEITHER YOU NOR SINTRA SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER YOUR OR SINTRA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SINTRA MARKETPLACE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS RECEIVED BY SINTRA FROM PAYMENTS FOR MARKETPLACE AI AGENTS EXECUTED USING YOUR DEVELOPER CONTENT, MINUS THE REVENUE SHARE SINTRA HAS PAID YOU, IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM.
12.3. Basis of Bargain; Failure of Essential Purpose. The parties have entered into this Agreement relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk stated in this Agreement and agree that such provisions are an essential basis of the bargain between the parties. The parties further agree that all such limitations, disclaimer and other provisions will survive and apply even if any limited remedy is found to have failed of its essential purpose.
13. Agreement Changes
As the Sintra Marketplace evolves over time, we may need to update this Agreement. Therefore, Sintra reserves the right to change this Agreement at any time in its sole discretion with the changes to the Agreement becoming effective thirty (30) days after notice (unless Sintra specifies a shorter notice period). Sintra will give you notice of the changes by posting an updated version of this Agreement on its website or within the Marketplace, or by emailing you at an email address you have provided. If you do not agree to any of the changes, your sole remedy is to terminate this Agreement prior to the date on which the changes are to take effect by (i) providing written notice to Sintra and (ii) withdrawing all of your Developer Content from the Marketplace. If you terminate this Agreement according to the preceding sentence, the changes will not apply to you. Otherwise, your continued participation in the Sintra Marketplace after the changes take effect will constitute your acceptance of the changes.
14. Dispute Resolution; Governing Law
14.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement pursuant to Section 14.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 14.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.
14.2. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the State of Delaware, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state or federal court located in Dover, Delaware, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Dover, Delaware, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.
14.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 14.1 (Informal Resolution) and 14.2 (Governing Law; Jurisdiction), nothing in this Agreement will prevent Sintra from seeking injunctive relief with respect to a violation of intellectual property rights, any Incident or other security issue, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
15. General
This Agreement may not be amended except in writing signed by both parties or as provided in Section 13 (Agreement Changes) above. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The word "including" will be interpreted without limitation when used in this Agreement. The parties to this Agreement are independent contractors, not agents, joint venturers or partners. Each party will bear its own costs and expenses in performing this Agreement. Sintra's failure to enforce any provision of this Agreement will not constitute a waiver of Sintra's rights to subsequently enforce the provision. Sintra may freely assign, transfer, and delegate its rights and obligations under this Agreement. You acknowledge and agree that Sintra's affiliates, contractors and service providers may exercise all rights of Sintra under this Agreement, including Sintra's license rights. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without Sintra's prior written consent. Subject to the foregoing limitations, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder. Any notice or other communication to be given hereunder will be in writing and given (i) by Sintra via email or via a message through your account, or (ii) by you via email to [email protected] or to such other email or physical addresses as Sintra may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.