Terms of Service

Effective Date: July 19, 2026
Last Updated: July 19, 2026

These Terms of Service (the "Terms") are a binding agreement between you and Ora Frontier, Inc., doing business as Ora Frontier ("Ora Frontier," "we," "us," or "our"). These Terms govern your access to and use of our websites, applications, command-line interfaces, software development kits, model catalog, workspaces, APIs, remote-access functions, documentation, support, and related services (collectively, the "Services").

By creating an account, clicking to accept these Terms, downloading or installing Ora Frontier software, using any Service, or executing an Order Form that references these Terms, you agree to be bound by them. If you use the Services for an organization, you represent that you have authority to bind that organization, and "you" and "Customer" refer to that organization.

If you do not agree, do not use the Services.

1. Agreement structure and definitions

1.1 Agreement components

The agreement between you and Ora Frontier consists of:

1. these Terms;
2. any order form, online checkout, statement of work, or enterprise service order accepted by both parties (each, an "Order Form");
3. the Privacy Policy;
4. the Acceptable Use Policy in Schedule 1;
5. the Data Processing Addendum in Exhibit A, where applicable; and
6. any product-specific terms, model license, service-level agreement, or written addendum that expressly references these Terms.

If documents conflict, the following order controls unless the applicable document expressly states otherwise: signed Order Form; signed addendum; Data Processing Addendum for data-protection matters; these Terms; product documentation; then online checkout terms.

1.2 Defined terms

• "Authorized User" means an individual permitted by Customer to use the Services under Customer's account.
• "Customer Content" means prompts, inputs, instructions, code, files, datasets, agent tasks, configurations, outputs, and other material submitted to, processed through, stored in, or generated using the Services, excluding Ora Frontier Technology and Third-Party Materials.
• "Documentation" means our then-current user guides, technical documentation, model cards, and published instructions.
• "Model" means an artificial intelligence or machine-learning model, including associated weights, configuration, tokenizer, runtime artifacts, and documentation.
• "Ora Frontier Software" means software we make available for download or local installation, including Ora Core, Ora CLI, desktop applications, runtimes, libraries, installers, and updates.
• "Ora Frontier Technology" means the Services, Ora Frontier Software, Documentation, compilation and optimization technology, interfaces, designs, systems, and related intellectual property, excluding Customer Content and Third-Party Materials.
• "Output" means content generated by a Model or Service in response to Input.
• "Plan" means a free, personal, professional, enterprise, trial, beta, or other subscription tier.
• "Third-Party Materials" means Models, software, content, datasets, libraries, repositories, plugins, APIs, or other materials owned or provided by a third party.

2. Eligibility, authority, and account registration

2.1 Eligibility

You must be at least 18 years old and legally capable of entering a contract. If applicable law permits a younger person to contract for the Services, that person may use the Services only through an authorized organization under a separate written agreement.

2.2 Organizational use

If you use the Services for a company, school, government body, or other entity, you represent that you have authority to accept these Terms for that entity. The entity is responsible for its Authorized Users and their compliance.

2.3 Account information

You must provide accurate, complete, and current information. You may not impersonate another person, create accounts through deceptive means, or transfer an account without our written permission.

2.4 Account security

You are responsible for safeguarding credentials, API keys, access tokens, recovery codes, devices, and authentication methods. You must promptly notify us at security@orafrontier.com of suspected unauthorized access. Actions taken through your account are treated as authorized unless caused by our breach of these Terms.

2.5 Workspace administrators

Workspace administrators may add or remove users, configure permissions, view usage and security events, control model access, manage subscriptions, access Customer Content as permitted by the workspace, and take other administrative actions. If an organization controls your account, its administrator may restrict or terminate your access. Disputes between an organization and its users are the organization's responsibility.

3. The Services and Plans

3.1 Service description

Ora Frontier provides a software layer for accessing, preparing, optimizing, downloading, and running supported Models on compatible hardware, together with related workspace, device-management, collaboration, remote-access, and developer tools. Features vary by Plan, device, operating system, geography, Model license, and technical compatibility.

3.2 Managed model catalog

Unless an Order Form or Documentation expressly provides otherwise, individual Plans permit use only of Models that Ora Frontier makes available through the managed catalog. Individual users may not upload, compress, convert, or distribute their own Models through the Services. Ora Frontier may add, remove, replace, suspend, or limit Models based on licensing, safety, technical, commercial, or legal considerations.

3.3 Plan differences

Free Plans may provide compatibility information, limited model access, usage caps, and community support. Paid individual Plans may include Ora Core, Ora CLI, larger supported Models, higher limits, workspace features, and remote invocation. Enterprise Plans may include centralized administration, contractual support, security features, custom deployment options, or additional rights stated in an Order Form.

Marketing descriptions are summaries. The checkout page, Order Form, Documentation, and in-product notices determine the actual features and limits of a Plan.

3.4 Changes to Services

We may improve, modify, replace, or discontinue features. We will use commercially reasonable efforts to provide advance notice of a material discontinuation affecting a paid core feature, unless urgent security, legal, licensing, or third-party circumstances require faster action. If we permanently remove a material paid feature during a prepaid term without a substantially equivalent replacement, your exclusive remedy is a prorated refund for the unused portion of the affected prepaid Service.

3.5 Availability and compatibility

The Services may not work with every device, driver, operating system, Model, or configuration. Performance estimates are not guarantees. You are responsible for verifying compatibility and maintaining supported hardware, operating systems, drivers, network connectivity, power, storage, and security controls.

4. License to Ora Frontier Software

4.1 Limited license

Subject to these Terms and payment of applicable fees, Ora Frontier grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to install and use Ora Frontier Software solely to access and use the Services for your personal or internal business purposes.

4.2 Device and user limits

Your license is limited to the users, devices, activations, usage levels, and environments permitted by your Plan or Order Form. You may not share a single-user license among multiple people or circumvent device, token, model, or usage limits.

4.3 Updates

The Services may download and install updates automatically or prompt you to install them. Updates may include security fixes, performance improvements, Model compatibility changes, and feature changes. Continued use may require a current version.

4.4 Reservation of rights

Ora Frontier and its licensors retain all rights not expressly granted. No rights are granted by implication, estoppel, or otherwise.

5. Models and third-party materials

5.1 Separate licenses

Models and other Third-Party Materials may be governed by separate licenses, acceptable-use restrictions, attribution requirements, geographic limits, or commercial-use terms. You must review and comply with all notices presented in the catalog, model card, download flow, Documentation, or accompanying files.

5.2 No transfer of model ownership

Access to a Model does not transfer ownership of the Model or grant rights beyond the applicable third-party license and these Terms. You may not extract, copy, redistribute, publish, sublicense, sell, or host Model weights unless expressly allowed by the applicable license and your Plan.

5.3 Model removal and restrictions

We may disable or remove a Model if its provider changes a license, withdraws authorization, alleges infringement, imposes restrictions, or if we reasonably believe continued distribution creates legal, security, or safety risk. Ora Frontier is not liable for the unavailability of a Third-Party Model beyond any refund right expressly stated in Section 3.4.

5.4 Third-party terms

Third-Party Materials are provided subject to their own terms and may be made available "as is." Ora Frontier does not control third-party providers and is not responsible for their acts, omissions, content, security, availability, or legal compliance.

6. Restrictions

You may not, and may not permit anyone else to:

1. use the Services in violation of law, these Terms, Schedule 1, or applicable Model terms;
2. reverse engineer, decompile, disassemble, derive source code from, or attempt to discover non-public algorithms or architecture of Ora Frontier Technology, except to the limited extent a restriction is prohibited by law;
3. circumvent access controls, usage limits, license checks, technical safeguards, model restrictions, or security mechanisms;
4. copy, modify, translate, or create derivative works of Ora Frontier Technology except as expressly permitted;
5. sell, resell, rent, lease, sublicense, distribute, time-share, or provide the Services as a service bureau unless authorized in writing;
6. benchmark or publish performance, security, or reliability test results in a misleading manner or without disclosing material test conditions;
7. use the Services to develop or train a product intended primarily to replicate or substitute for Ora Frontier Technology using unauthorized access to non-public features or outputs;
8. remove proprietary notices or attribution;
9. introduce malware, harmful code, denial-of-service traffic, or unauthorized automation;
10. access another user's account, device, workspace, or Customer Content without authorization;
11. use scraped, stolen, unlawfully obtained, or rights-infringing data;
12. use the Services to violate privacy, publicity, intellectual-property, confidentiality, export-control, sanctions, or other rights; or
13. assist or enable another person to do any of the foregoing.

This Section does not prohibit lawful interoperability, security research, or reverse engineering that cannot legally be restricted, provided you comply with applicable law and do not compromise users or the Services.

7. Acceptable use and safety

You must comply with Schedule 1. Without limiting it, you may not use the Services for child sexual abuse material or exploitation; terrorism, weapons development, or unlawful violent activity; malware, credential theft, phishing, ransomware, botnets, or unauthorized intrusion; unlawful surveillance, stalking, biometric identification, or collection of personal information; deceptive impersonation, fraud, scams, or manipulation; decisions that unlawfully discriminate or deny rights; fully autonomous control of weapons, critical infrastructure, medical treatment, or other systems where failure may cause death or serious harm; or any activity prohibited by applicable Model terms.

Ora Frontier may use automated and human review to investigate suspected misuse, subject to our Privacy Policy. Local execution does not exempt you from these obligations.

8. Customer content, inputs, and outputs

8.1 Ownership

As between you and Ora Frontier, you retain ownership of Customer Content. To the extent permitted by law and any applicable Model license, Ora Frontier assigns to you any rights it may have in Output generated specifically for you. Ora Frontier does not represent that Output is protectable, unique, or free of third-party rights.

8.2 License to provide the Services

You grant Ora Frontier and our subprocessors a worldwide, non-exclusive, limited license to host, copy, transmit, modify, display, and otherwise process Customer Content solely as necessary to provide, secure, support, and improve the Services; comply with your instructions; enforce these Terms; and satisfy legal obligations. This license ends when the content is deleted from active systems, subject to backups, legal holds, and rights that must survive by their nature.

8.3 Your responsibilities

You are solely responsible for Customer Content and represent that:

• you have all rights and permissions necessary to submit and process it;
• its use through the Services complies with law, contracts, and third-party rights;
• you have provided legally required notices and obtained consents;
• it does not contain prohibited content; and
• you will not use Output without appropriate review.

8.4 No general model training without opt-in

Ora Frontier will not use Customer Content to train general-purpose AI Models unless you affirmatively opt in or separately agree in writing. We may use de-identified service metrics and feedback intentionally submitted for improvement, provided they do not identify you or expose Customer Content.

8.5 Similar outputs

Models may generate the same or similar Output for multiple users. Rights granted to you do not extend to another user's content or output.

8.6 Content removal

We may remove or restrict Customer Content when reasonably necessary to comply with law, respond to a valid claim, prevent harm, protect the Services, or enforce these Terms. Where legally permitted and practicable, we will notify you.

9. AI limitations and human review

9.1 Inherent limitations

AI Models and Outputs may be inaccurate, incomplete, outdated, biased, offensive, unsafe, non-unique, or unsuitable for your purpose. Model behavior can vary across hardware, quantization, optimization, prompt, configuration, and software versions.

9.2 No professional advice

The Services do not provide legal, medical, financial, accounting, employment, safety, or other professional advice. You must consult qualified professionals when appropriate.

9.3 High-impact decisions

You may not rely on the Services as the sole basis for decisions that determine a person's eligibility, rights, access, or treatment in employment, housing, credit, insurance, education, healthcare, legal services, immigration, law enforcement, or other high-impact domains. You must implement meaningful human review, testing, documentation, appeal mechanisms, and legally required safeguards.

9.4 Evaluation

You are responsible for evaluating Models and Outputs for accuracy, safety, security, bias, intellectual-property risk, and regulatory compliance before deployment or reliance.

10. Local processing, telemetry, and diagnostics

10.1 Local-only features

When Documentation identifies a feature as local-only, the inference computation occurs on your device. Certain account, entitlement, model-download, update, security, and aggregate performance communications may still occur.

10.2 Telemetry

We may collect device compatibility, feature usage, reliability, security, and performance telemetry as described in the Privacy Policy. Optional analytics or content-inclusive diagnostics may be controlled through settings where available.

10.3 Diagnostic materials

If you submit logs, screenshots, recordings, crash dumps, or diagnostic bundles, you authorize us to process them for support, security, and improvement. You are responsible for reviewing and redacting sensitive information before submission.

10.4 Service metrics

We may create and use aggregated or permanently de-identified service metrics for analytics, benchmarking, capacity planning, security, product development, and business purposes. We will not attempt to re-identify data maintained as de-identified except to test de-identification or as permitted by law.

11. Remote access, agents, and automation

11.1 Remote features

Certain Plans may allow you to send tasks to a device or agent remotely, synchronize state, expose an endpoint, or retrieve status and Output away from the host device. These features may require relay infrastructure, authentication, temporary storage, and transmission of Customer Content.

11.2 Authorization and security

You may connect only devices, systems, accounts, and data you are authorized to control. You are responsible for securing host devices, networks, tokens, integrations, and downstream systems. You must use least-privilege permissions and revoke access promptly when no longer needed.

11.3 Agent actions

Agents may make mistakes, misinterpret instructions, execute unintended actions, expose information, or interact with third-party systems. You are responsible for configuring approval gates, limits, monitoring, backups, and human review appropriate to the risk. You may not authorize an agent to take irreversible, high-impact, or legally significant action without meaningful safeguards.

11.4 No guaranteed delivery

Remote tasks may fail, be delayed, be duplicated, or execute on an unexpected software version due to connectivity, device state, third-party services, or configuration. Do not use remote features where delay or failure may cause injury, material loss, or unlawful action.

12. Third-party services and integrations

You may connect the Services to third-party products. You authorize Ora Frontier to exchange information with those products as necessary to provide the integration. Third-party terms and privacy notices govern their services. We may suspend an integration if it threatens security, violates law, or is no longer supported.

We do not warrant third-party services and are not responsible for their availability, security, data practices, content, or changes.

13. Privacy and data processing

Our Privacy Policy describes how we process personal information as a controller. If Ora Frontier processes personal data on behalf of a business customer, Exhibit A applies to the extent required by applicable law.

Customer is responsible for determining whether the Services are appropriate for its data and use case, providing privacy notices, obtaining consents, responding to data-subject requests, and ensuring a lawful basis for processing.

Unless an Order Form expressly states otherwise, the Services are not designed to process protected health information subject to HIPAA, payment-card data subject to PCI DSS beyond ordinary billing, classified information, export-controlled technical data, criminal-justice information, biometric identifiers, or other specially regulated data. Do not submit such data without a written agreement authorizing it.

14. Fees, billing, renewal, and taxes

14.1 Fees

You must pay all fees shown at checkout or in an Order Form. Fees are based on the Plan, users, devices, usage, Models, features, support, or commitments purchased, not necessarily actual use.

14.2 Recurring subscriptions

Paid subscriptions renew automatically for successive periods equal to the initial subscription period unless you cancel before renewal. We will disclose the renewal cadence and price at purchase. You authorize us and our payment processor to charge the payment method on file.

14.3 Price changes

We may change prices for a future renewal period by providing legally required notice. A price change does not affect a fixed prepaid term unless the Order Form permits it.

14.4 Payment failures

If payment is overdue, we may suspend paid features after reasonable notice. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. You are responsible for reasonable collection costs.

14.5 Taxes

Fees exclude taxes unless stated otherwise. You are responsible for sales, use, value-added, withholding, and similar taxes, excluding taxes on Ora Frontier's net income. If you claim an exemption, you must provide valid documentation.

14.6 Refunds

Fees are non-refundable except where required by law or expressly stated in these Terms, an Order Form, or our refund policy. Consumer cancellation rights required by local law remain unaffected.

14.7 Usage-based charges

Where a Plan includes metered usage, you are responsible for charges generated through your account, including use by Authorized Users, API keys, agents, and integrations. Usage measurements in our systems control absent manifest error.

15. Free, trial, preview, and beta services

Free, trial, preview, early-access, experimental, and beta features are provided for evaluation, may contain defects, may be changed or discontinued at any time, and may be subject to lower limits or additional terms. They are provided "as is" without service levels, support commitments, indemnities, or warranties to the maximum extent permitted by law.

We may use feedback and operational information from beta use to improve the Services. Do not use beta features for production workloads or sensitive data unless we expressly approve that use.

16. Enterprise orders, support, and service levels

Enterprise customers may purchase additional rights through an Order Form, including support, service levels, security commitments, deployment options, data-residency choices, or indemnities. No purchase order or customer procurement term modifies the Agreement unless Ora Frontier expressly signs it.

If an Order Form includes a minimum commitment, it is non-cancelable and non-reducible during the committed term except as expressly stated. Unused commitments expire at the end of the applicable period unless the Order Form states otherwise.

17. Confidentiality

17.1 Confidential information

"Confidential Information" means non-public information disclosed by one party that is marked confidential or reasonably should be understood as confidential, including Customer Content, security information, product roadmaps, non-public technology, and negotiated pricing.

17.2 Obligations

The receiving party will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, and advisers who need to know and are bound by confidentiality obligations.

17.3 Exclusions

Confidential Information does not include information that the receiving party can document: was lawfully known without restriction; becomes public without breach; is received lawfully from a third party without duty; or is independently developed without use of the disclosing party's Confidential Information.

17.4 Required disclosure

The receiving party may disclose Confidential Information if legally required, provided it gives prompt notice where legally permitted and reasonably assists efforts to limit disclosure.

18. Ownership, feedback, and brand features

18.1 Ora Frontier technology

Ora Frontier and its licensors own all right, title, and interest in Ora Frontier Technology, including improvements and derivative works.

18.2 Feedback

If you provide suggestions, ideas, or feedback, you grant Ora Frontier a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use it for any purpose without restriction or compensation. This does not grant us rights in Customer Content embedded in feedback beyond what is necessary to evaluate and use the feedback.

18.3 Customer marks

We may not use an enterprise customer's name or logo in public marketing without prior consent. Individual users grant no publicity right by using the Services.

18.4 Open-source components

Certain components may be offered under open-source licenses. Those licenses govern the applicable components and may grant rights beyond these Terms. To the extent these Terms conflict with an open-source license, the open-source license controls for that component.

19. Security responsibilities

Ora Frontier will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services. Customer must maintain reasonable security for its devices, networks, accounts, keys, integrations, Customer Content, and downstream deployments.

Customer must not conduct security testing that could harm users or the Services without authorization. We welcome good-faith vulnerability reports submitted under our published security policy. Unless expressly authorized, you may not access another user's data, degrade availability, use social engineering, or publicly disclose an unresolved vulnerability.

20. Compliance, export controls, and sanctions

You must comply with all applicable laws, including privacy, intellectual-property, consumer-protection, anti-corruption, export-control, economic-sanctions, and artificial-intelligence laws.

You represent that you are not located in, ordinarily resident in, or organized under the laws of a comprehensively sanctioned jurisdiction; identified on a U.S. or other applicable restricted-party list; or owned or controlled by a restricted party. You may not export, re-export, transfer, or use the Services, Models, technical data, or Output in violation of applicable controls.

You are responsible for determining whether Customer Content, Models, optimization artifacts, encryption, technical data, or intended use requires a license or authorization. Ora Frontier may restrict access by geography, user, Model, or use case to comply with law or supplier obligations.

21. Monitoring, enforcement, and suspension

We may investigate suspected violations and preserve relevant information. We may limit, suspend, or terminate access immediately when reasonably necessary to:

• prevent security risk, fraud, abuse, or harm;
• comply with law or a binding governmental request;
• address nonpayment;
• enforce Model or third-party restrictions;
• protect Ora Frontier, users, or third parties; or
• respond to a material breach.

Where practicable and lawful, we will provide notice and an opportunity to cure before suspension. We may tailor a suspension to the affected account, feature, Model, device, or content.

22. Term, termination, and effect

22.1 Term

These Terms begin when you first accept them or use the Services and continue until terminated. Subscription terms are stated at checkout or in an Order Form.

22.2 Termination by you

You may stop using the Services and cancel a self-service subscription through account settings. Cancellation takes effect at the end of the current paid period unless law requires otherwise. Enterprise customers may terminate only as allowed by the Order Form or for an uncured material breach.

22.3 Termination for breach

Either party may terminate a paid enterprise agreement if the other materially breaches and fails to cure within 30 days after written notice, or within 10 days for payment breach. A party may terminate immediately for an incurable breach, insolvency, or unlawful use.

22.4 Effect of termination

Upon termination, your license and access end, and you must stop using Ora Frontier Software and protected Model files except to the extent a separate license permits continued use. Fees accrued before termination remain due.

22.5 Data export and deletion

Before termination, you should export Customer Content using available tools. After termination, we may delete Customer Content according to the Privacy Policy, Documentation, Order Form, and Data Processing Addendum. We are not required to retain or provide content after the applicable export period.

22.6 Survival

Sections concerning ownership, fees owed, confidentiality, disclaimers, indemnification, liability, dispute resolution, and provisions that by nature should survive will survive termination.

23. Warranties

23.1 Mutual authority

Each party represents that it has authority to enter the Agreement.

23.2 Limited enterprise performance warranty

For a paid enterprise Service, Ora Frontier warrants that the Service will perform in all material respects according to the Documentation during the applicable term. Customer's exclusive remedy is for Ora Frontier to use commercially reasonable efforts to correct the verified nonconformity; if we cannot do so, either party may terminate the affected Service and we will refund prepaid fees for the unused portion.

23.3 Exclusions

The warranty does not apply to free or beta Services, Third-Party Materials, unsupported configurations, Customer modifications, misuse, or issues caused by hardware, networks, integrations, or software not controlled by Ora Frontier.

24. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 23, THE SERVICES, ORA FRONTIER SOFTWARE, MODELS, OUTPUTS, DOCUMENTATION, AND THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

ORA FRONTIER DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPATIBLE WITH EVERY DEVICE; THAT MODELS OR OUTPUTS WILL BE ACCURATE, SAFE, UNIQUE, OR LAWFUL; THAT DATA WILL NEVER BE LOST; OR THAT DEFECTS WILL BE CORRECTED.

NOTHING IN THESE TERMS EXCLUDES WARRANTIES OR RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.

25. Indemnification

25.1 By Customer

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Ora Frontier, its affiliates, licensors, and their personnel from third-party claims, losses, liabilities, damages, costs, and reasonable attorneys' fees arising from Customer Content; Customer's or an Authorized User's use of the Services in violation of the Agreement or law; infringement or misappropriation of third-party rights by Customer Content, Inputs, deployments, or combinations not supplied by Ora Frontier; Customer's products, services, agents, decisions, or downstream use of Output; or Customer's breach of Model or Third-Party Material terms.

This obligation does not apply to the extent a claim was caused by Ora Frontier's willful misconduct or breach of the Agreement.

25.2 By Ora Frontier for enterprise customers

If expressly included in an enterprise Order Form, Ora Frontier will defend Customer against a third-party claim that Customer's authorized use of the paid Ora Frontier Service directly infringes a U.S. patent, copyright, or trademark, and will pay finally awarded damages or settlements approved by Ora Frontier.

Ora Frontier has no obligation for claims arising from Customer Content, Third-Party Materials, Output, unauthorized modification or use, combination with items not supplied by Ora Frontier, continued use after notice, or compliance with Customer specifications.

If an infringement claim is likely, Ora Frontier may procure the right to continue use, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused portion. This Section states Ora Frontier's entire liability for intellectual-property infringement.

25.3 Procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement. No settlement may admit fault or impose non-monetary obligations on the indemnified party without consent.

26. Limitation of liability

26.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

26.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED: for a paid Plan, the fees paid or payable for the affected Services during the twelve months preceding the event giving rise to liability; or for a free, trial, or beta Plan, one hundred U.S. dollars (US $100).

26.3 Exceptions

The exclusions and caps do not apply to: payment obligations; breach of license restrictions; infringement or misappropriation of the other party's intellectual property; a party's indemnification obligations to the extent stated in an Order Form; fraud, willful misconduct, or gross negligence; or liability that cannot legally be limited.

26.4 Allocation of risk

The limitations reflect the allocation of risk and are an essential basis of the bargain. They apply even if a remedy fails of its essential purpose.

27. Governing law and disputes

27.1 Informal resolution

Before filing a claim, each party will provide written notice describing the dispute and requested relief and will attempt in good faith to resolve it for at least 30 days. Notices to Ora Frontier must be sent to legal@orafrontier.com and 16192 Coastal Highway, Lewes, Delaware 19958, United States.

27.2 Governing law

The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27.3 Forum

Except for small-claims matters or claims seeking injunctive relief for misuse of intellectual property, the state and federal courts located in Sussex County, Delaware have exclusive jurisdiction. Each party consents to personal jurisdiction and venue there.

27.4 Consumer rights

If you are a consumer, this Section does not deprive you of mandatory protections or the right to bring a claim in a forum available under the law of your residence.

27.5 Time limit

To the extent permitted by law, a claim must be filed within one year after it arose or it is permanently barred. This limit does not apply where prohibited by law.

28. Changes to these Terms

We may update these Terms. We will post the revised Terms and update the Last Updated date. For material changes, we will provide notice through the Services, email, or another reasonable method. Changes take effect on the stated date. If you do not agree, you must stop using the Services and cancel before the effective date. Continued use after the effective date constitutes acceptance, except where law requires affirmative consent.

Changes to a signed enterprise Order Form require written agreement unless the Order Form expressly incorporates online terms as updated.

29. Notices

Legal notices to Ora Frontier must be sent to the address and email in Section 27. Notices to you may be sent to the account email, displayed in the Services, or delivered through the workspace administrator. Email notice is effective when sent absent a delivery failure.

30. Miscellaneous

30.1 Assignment

You may not assign the Agreement without our written consent. Ora Frontier may assign it to an affiliate or in connection with a merger, financing, reorganization, or sale of all or substantially all relevant assets. An unauthorized assignment is void.

30.2 Independent contractors

The parties are independent contractors. The Agreement does not create agency, partnership, employment, fiduciary, franchise, or joint-venture relationships.

30.3 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, utility or internet failure, government action, epidemic, supply-chain disruption, or third-party infrastructure failure. Payment obligations are not excused.

30.4 Severability

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder remains effective.

30.5 Waiver

Failure to enforce a provision is not a waiver. A waiver must be in writing.

30.6 Entire agreement

The Agreement is the complete agreement concerning the Services and supersedes prior or contemporaneous communications on that subject. Purchase-order terms do not apply unless signed by Ora Frontier.

30.7 No third-party beneficiaries

Except for indemnified parties, the Agreement creates no third-party beneficiary rights.

30.8 Interpretation

Headings are for convenience. "Including" means "including without limitation." Electronic signatures and click acceptance are valid. If translated, the English version controls to the extent permitted by law.

31. Contact

Ora Frontier, Inc.
Attn: Legal
16192 Coastal Highway
Lewes, Delaware 19958, United States
Email: legal@orafrontier.com

See also our Privacy Policy.