terms of policy

Terms of Service

Effective Date: March 25, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE OPSCALE EXCHANGE PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

WELCOME TO THE OPSCALE EXCHANGE! OPSCALE EXCHANGE, LLC, a COLORADO LIMITED LIABILITY COMPANY (“Opscale Exchange”), OFFERS THIS WEBSITE AND ITS SERVICES TO YOU SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (“Terms of Service”). PLEASE READ THE FOLLOWING TERMS OF SERVICE RELATING TO YOUR USE OF OUR WEBSITE AND OUR SERVICE RELATIONSHIP WITH YOU CAREFULLY. YOUR USE OF THIS WEBSITE AND AGREEMENT TO USE OPSCALE EXCHANGE’S SERVICES SHALL BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS OF USE AND SERVICE SET FORTH BELOW. By using our website, you agree to these Terms of Service. We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms of Service at any time. You should check these Terms of Service periodically for changes. By using this website after we post any changes to these Terms of Service, you agree to accept those changes, whether or not you have reviewed them. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, PLEASE DO NOT USE THIS WEBSITE. IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS OF SERVICE, PLEASE CONTACT US AT help@opscaleexchange.net

Please see opscaleexchange.com for the FAQs for specific events, conferences, and activities and for a plain-language explanation about Opscale Exchange

IMPORTANT – READ CAREFULLY: This is a legal agreement between you and Opscale Exchange. By clicking the “I accept the Terms of Service” button when you make a submission or register for an Opscale Exchange-sponsored event, you agree to be and hereby are bound by the terms and conditions of these Terms of Service. If you do not agree to these Terms of Service, you cannot make a submission or register for an Opscale Exchange-sponsored event. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION AND WAIVE THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

“Agreement” means these Terms of Service, together with any Order Form, Statement of Work, or other documents incorporated by reference herein.

“Client” means any individual, sole proprietor, partnership, corporation, limited liability company, or other legal entity that registers for, accesses, or uses the Platform. References to Client include its affiliates, successors, and assigns.

“Opscale Exchange” or “Platform” means the web-based marketplace operated by Opscale Exchange, LLC that facilitates the identification, assessment, and pursuit of tax credits, government incentives, grants, duty drawback opportunities, tariff refunds, and other financial programs for eligible businesses.

“Services” means all services provided by Opscale Exchange through the Platform, including but not limited to eligibility assessments, incentive identification, documentation support, program facilitation, and advisory services.

“Incentive Programs” means federal, state, and local tax credits, grants, subsidies, tariff refund programs, duty drawback opportunities, R&D credits, energy incentives, and any other government-sponsored financial benefit programs made available through the Platform.

“Client Data” means all business, financial, payroll, tax, operational, and other information submitted by the Client in connection with the Platform or Services.

“Fee” means the compensation owed to Opscale Exchange for Services, as set forth in the applicable Order Form or as described in Section 7.

“Qualified Amount” means the monetary value of any refund, credit, grant, or other financial benefit successfully obtained or approved for the Client through the Platform. For purposes of calculating Fees, any refund, credit, grant, or other financial benefit received by the Client that is attributable, in whole or in part, to Services performed by Opscale Exchange shall be deemed a Qualified Amount, regardless of whether such benefit is received directly through the Platform or through subsequent actions by the Client or third parties.

“Intellectual Property” means all patents, trademarks, trade names, service marks, copyrights, trade secrets, algorithms, software, databases, methodologies, and other proprietary rights.

“Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

2. Acceptance of Terms

By creating an account, accessing the Platform, submitting any information, or otherwise engaging with Opscale Exchange, you represent that:

You have read and understood these Terms in their entirety;
You are at least eighteen (18) years of age;
You have the legal authority and capacity to enter into this Agreement on behalf of yourself or the entity you represent;
You agree to be bound by these Terms and all policies incorporated herein by reference, including the Privacy Notice available at opscaleexchange.com/privacy;
If you are entering into this Agreement on behalf of a business entity, you represent that you are duly authorized to bind that entity.

If you do not meet these requirements, or if you do not agree to these Terms, you must not use the Platform.

3. Description of Services

3.1 Marketplace Platform

Opscale Exchange is a marketplace platform that connects small and mid-sized businesses (“SMBs”) with federal, state, and local government incentive programs. The Platform provides tools and advisory services to help businesses identify, assess eligibility for, and pursue Incentive Programs including but not limited to:

R&D Tax Credits (IRC Section 41)
Cost Segregation Studies and accelerated depreciation analysis
Work Opportunity Tax Credit (WOTC)
Energy efficiency and clean energy incentives (IRA, ITC, PTC)
State and local economic development incentives
Duty drawback and tariff refund programs
Small business grants and loan programs
Other government-sponsored incentive and rebate programs

3.2 Scope of Services

Opscale Exchange provides Services through the Platform on an advisory and facilitation basis. The specific scope of Services provided to each Client will be governed by an Order Form or Statement of Work executed between the parties. Services may include:

Initial eligibility screening and assessment
Identification of applicable Incentive Programs
Preparation and review of required documentation
Coordination with third-party specialists, CPAs, and legal professionals as needed
Progress tracking and status reporting
Post-award compliance support

3.3 No Legal or Tax Advice

THE SERVICES PROVIDED BY OPSCALE EXCHANGE DO NOT CONSTITUTE LEGAL ADVICE, TAX ADVICE, OR ACCOUNTING ADVICE. Opscale Exchange is not a law firm, accounting firm, or registered investment advisor. Nothing in these Terms or provided through the Platform creates an attorney-client, CPA-client, or fiduciary relationship. Clients are strongly encouraged to consult with qualified legal counsel, certified public accountants, or other licensed professionals for advice specific to their legal and tax situations. The Client acknowledges that it is not relying on Opscale Exchange for legal, tax, or accounting advice and has had the opportunity to consult its own independent advisors. The Client is ultimately solely responsible for positions taken on any tax return or filing. Any tax-related information provided is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code.

3.4 Third-Party Service Providers

In connection with certain Incentive Programs, Opscale Exchange may engage or refer Clients to third-party specialists, including tax attorneys, CPAs, enrolled agents, or grant writers. Such third-party providers are independent contractors and not employees or agents of Opscale Exchange. Opscale Exchange does not control and is not responsible for the scope, timing, or quality of services provided by such third parties. Opscale Exchange shall not be liable for the acts, omissions, errors, or negligence of any third-party provider.

4. Eligibility and Registration

4.1 Eligibility Requirements

The Platform is intended for use by business entities and their authorized representatives. To be eligible to use the Platform:

You must be a legally formed and operating business entity (e.g., corporation, LLC, partnership, or sole proprietorship) registered in the United States;
You must have the legal authority to submit documentation on behalf of the business;
You must not be subject to any legal restriction that would prohibit your use of the Services;
You must not be currently under federal or state investigation for tax fraud, evasion, or related financial crimes.

4.2 Account Registration

To access certain features of the Platform, you must create an account by providing accurate, current, and complete information. You agree to:

Provide truthful and accurate registration information;
Maintain and promptly update your account information as necessary;
Keep your account credentials confidential and secure;
Notify Opscale Exchange immediately of any unauthorized use of your account;
Accept responsibility for all activity that occurs under your account.

Opscale Exchange reserves the right to refuse registration, suspend, or terminate any account in its sole discretion, including where it suspects fraud, misrepresentation, or violation of these Terms.

5. Client Obligations and Representations

5.1 Accuracy of Information

The quality and accuracy of the Services are dependent on the accuracy and completeness of Client Data. The Client represents, warrants, and covenants that:

All information, documentation, and data submitted to Opscale Exchange through the Platform is true, accurate, complete, and not misleading;
The Client is authorized to submit such information and has obtained all necessary consents and authorizations;
The Client will promptly notify Opscale Exchange of any changes to previously submitted information that may affect eligibility or program outcomes;
The Client will not submit fabricated, altered, or falsified documentation.
The Client has maintained and will maintain adequate records to substantiate eligibility for any Incentive Program.

5.2 Cooperation

The Client agrees to:

Cooperate fully with Opscale Exchange in connection with the Services, including providing timely responses to requests for information;
Designate an authorized representative to serve as the primary point of contact;
Make available all documentation, records, and systems access reasonably required to provide the Services;
Comply with all requirements of applicable Incentive Programs, including record-keeping and reporting obligations;
Promptly inform Opscale Exchange of any government audit, inquiry, or correspondence related to any Incentive Program pursued through the Platform.
Execute such authorizations, powers of attorney, or other documents as may be reasonably required for Opscale Exchange or its designated service providers to perform the Services, including communicating with applicable governmental authorities.

5.3 Prohibited Conduct

The Client agrees not to:

Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations;
Submit false, fraudulent, or misleading information to Opscale Exchange or to any government agency;
Attempt to claim Incentive Programs for which the Client is not eligible;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Platform software;
Circumvent, disable, or interfere with any security features of the Platform;
Use the Platform to compete with or replicate any Opscale Exchange service or product;
Sublicense, resell, or transfer access to the Platform to any third party without written consent.

6. Representations and Warranties

6.1 Opscale Exchange Representations

Opscale Exchange represents and warrants that:

It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
The Platform and Services, as delivered, will conform in all material respects to the descriptions set forth in these Terms and any applicable Order Form;
It will perform the Services in a professional and workmanlike manner consistent with industry standards;
It will maintain commercially reasonable security measures to protect Client Data.

6.2 Client Representations

The Client represents and warrants that:

It has the legal authority to enter into this Agreement and to perform its obligations hereunder;
All Client Data provided to Opscale Exchange is accurate, complete, and lawfully obtained;
The Client's use of the Platform will comply with all applicable federal, state, and local laws, rules, and regulations;
The Client has obtained all consents and authorizations necessary to submit employee, financial, or other third-party data to Opscale Exchange.
The Client will retain all records supporting any Incentive Program for at least the applicable statute of limitations period.

7. Fees and Payment

7.1 Fee Structure

Opscale Exchange operates on a contingency fee model for certain Incentive Programs, meaning Fees are only earned upon successful receipt of a Qualified Amount by the Client. For other Services, Fees may be fixed, hourly, or milestone-based as set forth in an Order Form. Unless otherwise specified:

Contingency Fees are calculated as a percentage of the Qualified Amount actually received by the Client;
The applicable percentage will be disclosed to the Client prior to engagement and confirmed in writing;
In the event the Client receives a Qualified Amount in multiple installments, the Fee will be applied to each installment as received;
Fixed or hourly Fees, if applicable, are due and payable within thirty (30) days of invoice.

7.2 Fee Acknowledgment

The Client acknowledges and agrees that:

Fees are earned and payable regardless of whether the Client subsequently returns, forfeits, or is required to repay any portion of the Qualified Amount due to Client's own action, omission, or misrepresentation;
Fees shall be due regardless of whether the Client receives the Qualified Amount directly or through any affiliate or related party;
Opscale Exchange shall have no obligation to refund any Fees once paid, except in cases of Opscale Exchange' material breach of this Agreement, and
The Client is solely responsible for the payment of all applicable taxes on amounts received through Incentive Programs.

The Client acknowledges that Incentive Programs are subject to review, audit, adjustment, disallowance, and recapture by applicable governmental authorities, including on a retroactive basis. The Client shall remain solely responsible for any taxes, penalties, interest, repayments, or other liabilities arising from or related to any Incentive Program, including any reduction, denial, or recapture of any Qualified Amount. Opscale Exchange shall have no liability for any such outcomes, except to the extent resulting from Opscale Exchange’s gross negligence or willful misconduct.

The Client agrees that, during the term of this Agreement and for a period of 24 months thereafter, it will not directly or indirectly pursue, apply for, or obtain any Incentive Program identified, introduced, or materially developed by Opscale Exchange without compensating Opscale Exchange in accordance with the applicable Fee structure. Such circumvention shall entitle Opscale Exchange to the Fees that would have been payable had the Services been completed through the Platform.

7.3 Late Payments

Any amounts not paid within 30 days of the due date will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. The Client shall also be responsible for all costs of collection, including reasonable attorneys’ fees.

7.4 No Guarantee of Results

THE FEES DESCRIBED HEREIN ARE COMPENSATION FOR THE SERVICES PROVIDED BY OPSCALE EXCHANGE AND DO NOT CONSTITUTE A GUARANTEE THAT ANY PARTICULAR INCENTIVE PROGRAM WILL BE APPROVED OR THAT ANY SPECIFIC QUALIFIED AMOUNT WILL BE RECEIVED. Government determinations regarding Incentive Programs are made exclusively by the applicable government agency, and Opscale Exchange has no control over such determinations. Incentive Programs may be modified, suspended, or terminated by governmental authorities at any time, including with retroactive effect, and Opscale Exchange shall have no responsibility for any such changes. Opscale Exchange does not guarantee that any tax position will withstand audit or challenge by any governmental authority.

8. Confidentiality

8.1 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only for purposes of performing obligations or exercising rights under this Agreement.

8.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, court order, or government regulation, provided that the receiving party provides prompt notice to the disclosing party and cooperates in seeking a protective order.

8.3 Client Data

Opscale Exchange will maintain Client Data in confidence and will not sell, rent, or disclose Client Data to any third party except: (a) as necessary to provide the Services; (b) to engage vetted third-party service providers under confidentiality obligations no less protective than those herein; (c) as required by law; or (d) with the Client’s written consent. Opscale Exchange’ collection and use of personal data is further governed by the Privacy Notice.

9. Intellectual Property

9.1 Platform IP

The Platform, including all software, algorithms, databases, methodologies, user interfaces, reports, templates, content, and other materials made available by Opscale Exchange, are and shall remain the exclusive Intellectual Property of Opscale Exchange, LLC. No license or right is granted to the Client with respect to such Intellectual Property except the limited right to use the Platform as set forth in these Terms

9.2 Client Data Ownership

The Client retains all ownership rights in and to Client Data. The Client hereby grants Opscale Exchange a limited, non-exclusive, royalty-free license to use, process, and analyze Client Data solely for the purpose of providing the Services including submission to governmental authorities and third-party service providers in connection with Incentive Programs and as otherwise permitted by these Terms and the Privacy Notice.

9.3 Feedback

If the Client provides Opscale Exchange with any suggestions, comments, feedback, or ideas regarding the Platform or Services (“Feedback”), the Client hereby grants Opscale Exchange an irrevocable, perpetual, worldwide, royalty-free license to use and incorporate such Feedback into the Platform or Services without any obligation or compensation to the Client.

9.4 Aggregated Data

Opscale Exchange may collect, compile, and use anonymized, aggregated data derived from Client Data and usage of the Platform for the purpose of improving the Platform, developing new services, conducting research, and generating industry insights, provided that such data does not identify the Client or any individual.

10. Privacy and Data Security

10.1 Privacy Notice

Opscale Exchange’ collection, use, and disclosure of personal information is governed by the Privacy Notice, which is incorporated into these Terms by reference and available at opscaleexchange.com/privacy. By using the Platform, you consent to the collection and use of information as described in the Privacy Notice.

10.2 Client Responsibility

The Client is responsible for maintaining the security of its own account credentials and systems. Opscale Exchange shall not be liable for any unauthorized access to or use of Client Data resulting from the Client’s failure to maintain adequate security practices.

11. Disclaimer of Warranties

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPSCALE EXCHANGE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

Any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement;
Any warranty that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components;
Any warranty regarding the accuracy, completeness, reliability, timeliness, or availability of any content or information provided through the Platform;
Any warranty that any particular Incentive Program will be available, that the Client will qualify for any Incentive Program, or that any application for an Incentive Program will be approved.

THE CLIENT ACKNOWLEDGES THAT GOVERNMENT DETERMINATIONS REGARDING INCENTIVE PROGRAMS ARE SUBJECT TO CHANGE, RETROACTIVE ADJUSTMENT, AUDIT, AND RECAPTURE, AND THAT OPSCALE EXCHANGE MAKES NO REPRESENTATION REGARDING THE PERMANENCE OR FINALITY OF ANY QUALIFIED AMOUNT RECEIVED.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPSCALE EXCHANGE, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY DENIAL, REDUCTION, OR RECAPTURE OF INCENTIVE PROGRAMS OR THE USE OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF OPSCALE EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPSCALE EXCHANGE’ TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO OPSCALE EXCHANGE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $1,000.

12.3 Essential Basis

The Client acknowledges that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Without these limitations, Opscale Exchange would not have entered into this Agreement or would have charged substantially higher fees.

13. Indemnification

The Client agrees to defend, indemnify, and hold harmless Opscale Exchange, its affiliates, directors, officers, employees, agents, and successors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

The Client's use of or access to the Platform;
Any breach by the Client of these Terms or any representation or warranty made herein;
Any inaccuracy, incompleteness, or falsity in any Client Data or documentation submitted to Opscale Exchange;
Any audit, investigation, or enforcement action by a governmental authority relating to Client Data or Incentive Programs;
Any third-party claim arising from the Client's actions, omissions, or misuse of the Services.

Opscale Exchange reserves the right, at the Client’s expense, to assume exclusive defense and control of any matter for which the Client is required to indemnify Opscale Exchange, and the Client agrees to cooperate with such defense.

14. Term and Termination

14.1 Term

This Agreement commences on the date the Client first accepts these Terms and continues until terminated by either party in accordance with this Section.

14.2 Termination for Convenience

Either party may terminate this Agreement upon 30 days’ prior written notice to the other party. Termination for convenience by the Client shall not relieve the Client of any payment obligations for Services already performed or Fees earned prior to the effective date of termination. Fee obligations shall survive termination indefinitely with respect to any Qualified Amount attributable to Services performed prior to termination.

14.3 Termination for Cause

Opscale Exchange may terminate this Agreement immediately upon written notice if: (a) the Client materially breaches any provision of these Terms and fails to cure such breach within ten days after delivery of written notice; (b) the Client becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy or insolvency proceedings; (c) Opscale Exchange reasonably suspects fraud, misrepresentation, or unlawful conduct by the Client; or (d) required by applicable law.

14.4 Effect of Termination

Upon termination of this Agreement: (a) all licenses granted to the Client shall immediately terminate; (b) the Client shall promptly cease all use of the Platform; (c) each party shall return or destroy Confidential Information of the other party upon request; (d) all outstanding Fees earned prior to termination shall become immediately due and payable; and (e) Sections 1, 7, 8, 9, 11, 12, 13, 15, 16, and 17 shall survive termination.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to make a good-faith effort to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) through informal negotiation. The disputing party shall provide written notice describing the nature of the Dispute and the relief sought. The parties shall have thirty (30) days from receipt of such notice to attempt to resolve the Dispute informally.

15.2 Binding Arbitration

IF THE PARTIES CANNOT RESOLVE A DISPUTE INFORMALLY, THE DISPUTE SHALL BE RESOLVED FIRST BY MUTUALLY AGREED UPON CONFIDENTIAL MEDIATION AND, IF NO RESOLUTION, THEN EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, EXCEPT AS MODIFIED HEREIN. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR AND SHALL TAKE PLACE IN DENVER COUNTY, COLORADO, OR BY VIDEO CONFERENCE IF MUTUALLY AGREED. THE ARBITRATOR’S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.

15.3 Class Action Waiver

THE CLIENT AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS OR REPRESENTATIVE ACTION. THE CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15.4 Exception for Equitable Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm while mediation or arbitration is pending, including but not limited to protection of Confidential Information or Intellectual Property.

15.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Subject to the arbitration provisions above, each party submits to the exclusive jurisdiction of the state courts located in Denver County, Colorado and the U.S. District Court for the District of Colorado.

16. Modifications to Terms

Opscale Exchange reserves the right to modify these Terms at any time in its sole discretion. When material changes are made, Opscale Exchange will provide notice through: (a) posting an updated version of the Terms on the Platform with a new effective date; and/or (b) sending an email notice to the registered email address on file.

The Client’s continued use of the Platform following the effective date of any modification constitutes acceptance of the revised Terms. If the Client does not agree to the revised Terms, the Client must discontinue use of the Platform and may terminate this Agreement pursuant to Section 14.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Notice and any executed Order Form or Statement of Work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations, representations, warranties, and agreements, whether written or oral.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed from the Agreement, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No waiver of any breach shall be deemed a waiver of any subsequent breach of the same or any other provision.

17.4 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Opscale Exchange. Opscale Exchange may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void.

17.5 Force Majeure

Neither party shall be in default or liable for any failure or delay in performing its obligations hereunder to the extent such failure or delay is caused by circumstances beyond such party’s reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, war, terrorism, labor disputes, or failure of third-party infrastructure, provided that the affected party provides prompt notice and uses commercially reasonable efforts to mitigate the impact.

17.6 Notices

All notices under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered by hand; (b) sent by overnight courier with tracking confirmation; (c) sent by certified U.S. mail, return receipt requested; or (d) sent by email with confirmed receipt. Notices to Opscale Exchange shall be sent to: Opscale Exchange, LLC, Attn: Legal, privacy@opscaleexchange.net. Notices to the Client shall be sent to the contact information provided at registration.

17.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

17.8 Electronic Signatures

The parties agree that electronic signatures, whether digital or encrypted, shall be deemed original signatures and shall be fully effective and binding. Acceptance of these Terms through electronic means (e.g., checking a box or clicking “I Agree”) constitutes a legally binding electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.

17.9 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

18. Contact Information

If you have questions about these Terms, please contact Opscale Exchange at:

Opscale Exchange, LLC

Email: privacy@opscaleexchange.net

Website: opscaleexchange.com

Effective Date: March 25, 2026