ORDOFRAME TERMS OF SERVICE

Last Updated: October 31, 2026

These Terms of Service are entered into by and between Ordoframe Inc., an Oregon corporation (“Ordoframe,” “we,” “us,” or “our”), and the company or other legal entity that accepts these Terms or executes an Order Form (as defined in Section 1.2) that refers to these Terms (“Customer,” “you,” or “your”). These Terms of Service include each Order Form and any documents that are expressly incorporated by reference in these Terms (collectively, the “Terms”). These Terms govern your access to and use of the platform located at app.ordoframe.com, with Share Links at view.ordoframe.com (the “Platform”), and the other Services (as defined in Section 1.1).

You accept these Terms upon the earliest of the following: (a) clicking a button or checking a box that indicates acceptance of these Terms; (b) executing an Order Form that refers to these Terms; or (c) signing in to or otherwise accessing or using the Platform. The individual who accepts these Terms on behalf of Customer represents and warrants that such individual has the authority to bind Customer to these Terms. The Services are offered for business use only and are not offered to individuals acting in a personal, family, or household capacity. If you do not agree to these Terms, you may not access or use the Services.

1. Services.

1.1 Services. The services that we make available under these Terms (the “Services”) may include all or some of the following, in each case to the extent described in an Order Form or made available as Free Services under Section 1.9.

1.1.1 Platform. The Platform is a pre-sales engineering platform for engineered-to-order equipment. From a description of a job, a request for quotation (“RFQ”), or a requirements document, the Platform develops a concept-stage machine layout, a process sequence, cycle-time, bottleneck, and throughput models, a requirements schedule, a safety screen, a cost estimate, and a proposal. The Platform exports these materials in formats that may include Microsoft Word, DXF, PDF, STEP, SysML v2, Microsoft PowerPoint, Microsoft Excel, PNG, SVG, and JSON, and may provide read-only links to a saved concept (“Share Links”).

1.1.2 Concept Packages. To the extent described in an Order Form, we will use the Platform to prepare a concept package in response to an RFQ that you submit to us, which may include a concept layout, a cycle-time and throughput model, a proposal, and related documents (a “Concept Package”).

1.1.3 Professional Services. To the extent described in an Order Form, we will provide onboarding, configuration, and training services, which may include configuration of your proposal templates, title blocks, branding, and equipment and component libraries, working sessions with a named engineer, and onsite support (“Professional Services”).

1.1.4 Your Content. As used in these Terms, the term “Content” means: (a) the RFQs, requirements documents, specifications, descriptions, deal records, cost data, labor rates, hours, margins, prices, templates, logos, fonts, component designs, and other data and materials that you or your Authorized Users (as defined in Section 1.1.6) upload to or enter into the Services or provide to us for a Concept Package; and (b) the concepts, drawings, models, schedules, estimates, proposals, Concept Packages, and other materials that the Services generate for you from the materials described in Section 1.1.4(a).

1.1.5 Usage Data. Data that the Services generate regarding your and your Authorized Users’ use and operation of the Services, and metadata about your Content, is “Usage Data” and is not Content. We reserve the right to update, modify, change, terminate, or suspend the Services, or any feature or functionality of the Services, in our sole discretion.

1.1.6 Your Tenant and Authorized Users. To access and use the Platform, you must establish a tenant for your organization (your “Tenant”). Your employees and contractors whom you authorize to access the Platform (“Authorized Users”) sign in through an account that is issued by your organization and linked to your Tenant, or through a tenant key that we issue to you (a “Tenant Key”). You are solely responsible for: (a) maintaining the confidentiality and security of your Tenant Keys and of the work accounts through which your Authorized Users sign in; (b) all activities that occur under your Tenant, including all actions taken by your Authorized Users and by any other person who accesses the Platform through a work account linked to your Tenant or through a Tenant Key; and (c) promptly disabling, or requiring us to disable, access for any Authorized User who no longer requires access to the Services.

1.1.7 Suspension. We may suspend or terminate your Tenant and your access to the Services immediately if we determine, in our sole discretion, that you or any of your Authorized Users have violated these Terms or engaged in conduct that could harm us, other customers, or third parties. We are not liable for any consequences of such suspension or termination, and you will not receive a refund for any period of suspension.

1.1.8 Shared Library and Share Links. Content saved within your Tenant is available to all Authorized Users signed in to your Tenant, and any Authorized User may modify or delete it. Content deleted by an Authorized User cannot be recovered through the Platform. You are responsible for all Content that leaves your Tenant through an export file or a Share Link, and for setting the expiry of and revoking Share Links.

1.2 Order Forms. We will provide the Services described in these Terms and in each order form executed between us that refers to these Terms (each, an “Order Form”). Each Order Form will state the term of the Services (the “Subscription Term”), the fees, the payment terms, and any usage limitations applicable to the Services. Any additional Services that you purchase during a Subscription Term will be coterminous with the then-current Subscription Term unless otherwise described in an Order Form. If an Order Form conflicts with these Terms, the Order Form controls with respect to the Services purchased under that Order Form. These Terms govern your access to and use of the Site and any Free Services without an Order Form.

1.3 Support. We will provide technical support for the Services through our artificial intelligence support assistant, by email, or by telephone, in accordance with our then-current support policies or the support terms stated in an Order Form.

1.3.1 Included Support. Support includes: (a) responding to support requests submitted through designated support channels; and (b) providing bug fixes and error corrections from time to time, as offered to all customers of the Services generally.

1.3.2 Excluded Matters. Support does not include: (a) issues caused by your environments, browsers, configurations, access controls, or identity provider settings; (b) problems arising from third-party software, APIs, or services not provided by us; (c) issues arising from your violation of these Terms; or (d) connectivity, Internet, network, latency, or other similar issues arising from systems outside of our control.

1.4 License to Use Services; License to Content.

1.4.1 Our Intellectual Property. We own all right, title, and interest in and to the Services, including the Platform, the Site, and the software, APIs, AI Tools, algorithms, engineering rules, component library, step-time library, example concepts, templates, documentation, features, functionality, methods, and processes that make up the Services, the design, selection, and arrangement of the Services, the trade secrets comprising the Services, and all other materials comprising or making up the Services, and in and to Usage Data and Feedback (as defined in Section 5.5). Subject to these Terms, during the applicable Subscription Term or the period during which we make Free Services available to you, we grant you and your Authorized Users the limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right and license to access and use the Services solely for your internal business purposes and in accordance with any limitations set forth in the applicable Order Form.

1.4.2 Your Intellectual Property. As between you and us, you own all right, title, and interest in and to your Content. To the extent any element of the Services described in Section 1.4.1 is incorporated into Content that the Services generate for you, we retain ownership of that element and grant you a non-exclusive, perpetual, royalty-free right and license to use, reproduce, modify, and distribute that element solely as incorporated in that Content, including in proposals and other documents that you deliver to your customers. Subject to these Terms, you grant us the limited, worldwide, royalty-free right and license to host, copy, transmit, display, and create derivatives of your Content to provide, support, improve and secure the Services and as otherwise described in these Terms.

1.4.3 Component and Mechanism Generalization. You grant us a perpetual, irrevocable, worldwide, royalty-free right and license to generalize the non-proprietary components and mechanisms that you design or configure in the Platform and to incorporate the generalized components and mechanisms into the Services (including for improving the Services), provided that a generalized component or mechanism will not contain your Confidential Information or identify you or your customers.

1.4.4 Pricing Information. The Platform includes a control under which the costs, hours, and margins in a cost estimate do not appear in a proposal, and prices appear in a proposal only after an Authorized User releases them. You are solely responsible for releasing prices and for reviewing each proposal and other document generated by the Services before you deliver it to any third party.

1.5 AI Tools.

1.5.1 AI Tools. The Services may utilize certain artificial intelligence and machine learning platforms, algorithms, tools, and models (“AI Tools”). You may provide input to the AI Tools (“Input”) and receive output from the AI Tools based on the Input (“Output”). Input and Output are Content. You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. We use Content to provide, support, maintain, improve and secure the Services, comply with applicable law, and enforce these Terms.

1.5.2 AI Disclaimer. Artificial intelligence and machine learning are rapidly evolving fields of study, and, given the probabilistic nature of machine learning, use of the Services may, in some situations, result in Output that is not accurate. When you use the Services, you understand and agree that: (a) Output may not always be accurate; (b) you must evaluate Output for accuracy and appropriateness for your use case before using or sharing Output; (c) you must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about that person; and (d) the Services may provide incomplete or incorrect Output.

1.6 Engineering Output.

1.6.1 Concept-Stage Output. The Services produce concept-stage materials for use in pre-sales engineering. Geometry generated by the Services consists of component envelopes generated from the concept specification and is not measured. Cycle times, throughput, and other performance figures generated by the Services are models of the concept, are not validated, and may rely on reference step times, fitted times, and default allowances. Drawings and models generated by the Services are not for construction or manufacture.

1.6.2 Safety Screen. The safety screen in the Services compares concept geometry against limits published in the standards and regulations that the Services identify. The safety screen is not a risk assessment and is not a compliance certification, and it is not a substitute for either. The editions of the standards and regulations that the Services apply may not be current. You are solely responsible for confirming each limit against the current edition of the applicable standard or regulation, for performing any risk assessment, and for the design, safeguarding, and regulatory compliance of any machine or equipment that you design, build, sell, or install.

1.6.3 Your Responsibility. You are solely responsible for: (a) reviewing and validating all Content generated by the Services, including each Concept Package, before you rely on it or deliver it to any third party; (b) the prices, quotations, proposals, and commercial terms that you issue to your customers; (c) your decision whether to bid; and (d) the engineering, manufacture, installation, and performance of any machine or equipment that you supply. We are not a party to any agreement between you and your customers. We do not certify, seal, or stamp any Content or Concept Package.

1.7 Third Party Services. The Services are designed to interoperate with third-party software, products, and services, including identity services through which your Authorized Users sign in (“Third Party Services”). Third Party Services are subject to their own terms, and we are not responsible for your use of Third Party Services or for their security or availability. You are responsible for maintaining access to Third Party Services and for provisioning our access to Third Party Services. You are responsible for obtaining all rights and licenses required for the logos, fonts, templates, standards, and other third-party materials that you upload to the Services.

1.8 Restrictions and Prohibitions. You will not, and will not permit any third party to: (a) use the Services to develop a similar or competing product or service; (b) reverse engineer, decompile, disassemble, decode, decrypt, re-engineer, reverse assemble, reverse compile, or otherwise translate, create, or attempt to recreate or replicate the methodology, the source code, the engineering rules, or the trade secrets in the Services or its structural framework (in whole or in part), or perform any process intended to determine the methodology, source code, engineering rules, or trade secrets comprising, embedded in, or otherwise making up the Services; (c) modify or create derivative works of the Services or any element of the Services; (d) copy, rent, lease, distribute, assign (except as authorized under these Terms), or otherwise transfer rights to the Services or any part thereof for the benefit of a third party, or remove any proprietary notices or labels from the Services or any part thereof; (e) use the Services to perform or publish benchmarks or performance information about the Services; (f) provide access to or sublicense the Services to a third party except as authorized under these Terms, or disclose a Tenant Key to any person other than an Authorized User; (g) upload to or transmit through the Services, or allow any Third Party Service to transmit to the Services, any data that is subject to the Payment Card Industry Data Security Standard, any export-controlled technical data or data subject to the International Traffic in Arms Regulations, any classified information, any health information, any government identification numbers, or any financial account information; (h) use the Services in a manner that violates applicable laws, rules, or regulations, negatively affects the availability, security, or performance of the Services, or exceeds the scope of the usage or licensing limitations in an Order Form; (i) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services, or scan or test the vulnerability of our systems or networks without our consent; (j) use the Services for any purpose that is illegal or that advocates or incites illegal activity; (k) access or use the Services to develop a machine learning or artificial intelligence product or service, or for any purpose that is to our commercial disadvantage; (l) mirror or frame the Services or any individual element within the Services; (m) interfere with, or attempt to interfere with, the access of any user, host, or network, including by sending a virus to, overloading, flooding, spamming, or mail-bombing the Services; (n) attempt to extract the engineering rules, component library, step-time library, or other data of the Services, or perform systematic extraction of Content generated by the Services to build a competing dataset; or (o) submit to the Services, or use the Services to transmit, any malicious code or similar malicious element.

We reserve the right, but are not obligated, to monitor the Services to investigate and enforce compliance with these Terms, to comply with applicable law or other legal requirements, to enforce our rights or the rights of any customer, and to ensure the security, availability, confidentiality, and integrity of the Services. We reserve the right, but are not obligated, to remove or disable access to any Content at any time, with or without notice.

1.9 Free Services. If we make any portion of the Services available to you without charge, including any free specification tool or any trial indicated on an Order Form (“Free Services”), the following terms apply: (a) we may limit, modify, suspend, or discontinue the Free Services at any time, with or without notice; (b) we may delete Content stored in connection with the Free Services at any time, unless you have purchased a subscription to the Services under an Order Form before that date; (c) THE FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION, WARRANTY, OR INDEMNITY OF ANY KIND; and (d) OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH THE FREE SERVICES WILL NOT EXCEED TEN DOLLARS ($10).

2. Privacy and Data Security.

2.1 Data Security. We will implement a written information security program designed to protect your Content from reasonably anticipated risks. We maintain logical separation of the Content of each Tenant from the Content of our other customers. We host the Platform with a third-party hosting provider in the United States.

2.2 Personal Information. The Services are designed to process the business contact information that you enter into deal records and other Content, such as the names, titles, email addresses, and telephone numbers of your customers’ and suppliers’ personnel, and are not designed to process any other personal information. We collect a limited amount of personal information about your Authorized Users, such as names, work email addresses, organization identifiers, and sign-in and log activity, to provide, support, and secure the Services and for our own billing and administrative purposes. We process personal information in accordance with our Privacy Policy, available at www.ordoframe.com/privacy, and applicable law.

3. Fees and Payment.

3.1 Fees. You will pay the fees for the Services described in each Order Form (“Fees”) in accordance with the payment terms in the Order Form. Fees for each Subscription Term are invoiced in full upon the commencement of the Subscription Term, and Fees for each Concept Package are invoiced upon the execution of the applicable Order Form, in each case unless otherwise indicated in the Order Form. Unless otherwise stated in an Order Form, invoices are due within 30 days of the date of the invoice. Fees are non-refundable and non-cancelable except where you terminate for our material breach in accordance with Section 4.2 or as provided in Section 6.4.

3.2 Payment Terms; Taxes. If you dispute any invoice, you must notify us within 30 days of the date of the invoice. Invoices not disputed within 30 days of the date of the invoice will be deemed accepted. We may charge interest on any unpaid amounts at the lesser of 1.5% per month or the maximum amount allowed by law. If you fail to pay invoiced amounts when due, we may suspend access to the Services, or terminate your access in accordance with Section 4. The Fees are exclusive of taxes and similar assessments. You are responsible for all sales, service, use, and excise taxes, VAT, taxes assessed on the use of software, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable under these Terms, other than any taxes imposed on our income.

4. Term and Termination.

4.1 Term. These Terms go into effect on the date you first accept them and continue until all Order Forms have expired or terminated and you have ceased all use of the Services. Each Subscription Term begins and ends on the dates set forth in the applicable Order Form. Each Order Form will automatically renew for successive periods of the same length as the initial Subscription Term set forth in the Order Form unless either party gives notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term.

4.2 Termination. Either party may terminate these Terms (and any or all Order Forms) immediately if the other party is in material breach of these Terms and has not cured such breach within 30 days after notice thereof from the non-breaching party. We may suspend access to your Tenant (or any Authorized User’s access) with or without notice to you if you (or any of your Authorized Users) are in violation of Section 1.8 or if you fail to pay invoiced amounts when due.

4.3 Effect of Termination. Upon termination or expiration of an Order Form or these Terms: (a) your right to access and use the applicable Services terminates; (b) for thirty (30) days after termination or expiration, on your request, we will make your Content stored in the Platform available for export in the formats the Platform supports; (c) each party will return or destroy the other party’s Confidential Information, unless that party is required to retain such information by applicable law or is permitted to retain it under Section 5.3; (d) you will delete any Ordoframe presentation materials and any recordings of telephone or video calls with us; and (e) Section 1.4.1, Section 1.4.2 (as to the license granted to you in elements of the Services incorporated in Content), Section 1.6, Section 3 (as to Fees accrued before termination or expiration), this Section 4.3, Section 5, Section 6.3, Section 7, Section 8, and Section 9 survive termination or expiration.

5. Confidentiality.

5.1 Confidential Information. “Confidential Information” means the non-public information of either party, including information relating to either party’s product plans, present or future developments, customers, designs, costs, prices, finances, marketing plans, business opportunities, software, software manuals, personnel, research, development, or know-how, and any information designated by either party as “confidential” or “proprietary” or which, under the circumstances, would reasonably be deemed to be confidential. Your Content is your Confidential Information. The non-public elements of the Services and Usage Data are our Confidential Information. Confidential Information does not include information that: (a) is in, or enters, the public domain without breach of this Section 5; (b) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving party knew prior to receiving such information from the disclosing party, as evidenced by the receiving party’s records; or (d) the receiving party developed independently without reference to the Confidential Information.

5.2 Non-Use and Non-Disclosure. Each party agrees: (a) that it will not disclose to any third party, or use for the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted by these Terms; and (b) that it will use reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control, but no less than the measures it uses to protect its own confidential information. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information.

5.3 Permitted Disclosures and Retention. Either party may disclose Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement; or (b) to the party’s agents, representatives, subcontractors, or service providers who have a need to know such information, provided that each of them is under obligations of confidentiality at least as restrictive as those contained in this Section 5 (“Agents”). A party remains fully liable under these Terms for any breach of this Section 5 by its Agents. A party may retain Confidential Information of the other party in backups made in the ordinary course or as required by applicable law, subject to the obligations of this Section 5.

5.4 Remedies. Each party acknowledges and agrees that a breach of the obligations of this Section 5 by the other party may result in irreparable injury to the disclosing party for which there may be no adequate remedy at law, and the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach, threatened breach, or intended breach by the recipient of Confidential Information.

5.5 Feedback. Nothing in these Terms will restrict our right to make use of any suggestion or idea for improving or otherwise modifying our products or services (“Feedback”). If you choose to provide Feedback to us, upon the provision of Feedback, you assign all right, title, and interest in and to that Feedback to us, and we will own all right, title, and interest in and to the Feedback. Feedback does not include your Content.

6. Representations and Warranties.

6.1 Mutual Representations and Warranties. Each party represents and warrants that: (a) it has the right and authority to enter into these Terms, and the performance of its obligations under these Terms will not breach or conflict with any other agreement to which it is a party; and (b) it will comply in all material respects with the laws and regulations applicable to the operation of its business.

6.2 Our Representations and Warranties. We represent and warrant that we will use commercially reasonable efforts to provide the Services in accordance with generally accepted industry standards.

6.3 Disclaimer of Warranty. THE SERVICES, ANY CONCEPT PACKAGE, ANY PROFESSIONAL SERVICES, AND ANY OTHER INFORMATION OR MATERIALS OBTAINED THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES. WE DO NOT REPRESENT THAT THE SERVICES WILL BE AVAILABLE, ACCURATE, COMPLETE, SECURE, RELIABLE, ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY LAYOUT, DRAWING, MODEL, CYCLE TIME, THROUGHPUT FIGURE, SAFETY SCREEN, COST ESTIMATE, PROPOSAL, OR OTHER CONTENT GENERATED BY THE SERVICES OR INCLUDED IN A CONCEPT PACKAGE, INCLUDING ANY OUTPUT OF AI TOOLS. YOU ARE SOLELY RESPONSIBLE FOR: (A) REVIEWING AND VERIFYING ALL CONTENT GENERATED BY THE SERVICES BEFORE USE; (B) ENSURING COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, STANDARDS, AND PROFESSIONAL REQUIREMENTS; (C) MAINTAINING APPROPRIATE ENGINEERING REVIEW AND HUMAN OVERSIGHT OF YOUR USE OF THE SERVICES; AND (D) MAKING INDEPENDENT ENGINEERING AND COMMERCIAL JUDGMENTS REGARDING THE CONTENT GENERATED BY THE SERVICES.

WE ARE NOT LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER HARM, INCLUDING ANY REGULATORY VIOLATION, PRODUCT RECALL, COMPLIANCE FAILURE, OR PRODUCT LIABILITY CLAIM, CAUSED BY ANY MACHINE OR EQUIPMENT DESIGNED, BUILT, SOLD, OR INSTALLED ON THE BASIS OF CONTENT GENERATED BY THE SERVICES OR INCLUDED IN A CONCEPT PACKAGE. CONTENT GENERATED BY THE SERVICES REQUIRES INDEPENDENT ENGINEERING REVIEW AND VALIDATION BEFORE ANY DETAILED DESIGN, MANUFACTURE, OR INSTALLATION.

6.4 Remedies. In the event of a breach of Section 6.2, we will use commercially reasonable efforts to provide you with an error correction or work-around that corrects the reported non-conformity. If we are unable to provide an error correction or work-around that corrects the reported non-conformity, you may terminate the applicable Services and receive a pro-rata refund of any prepaid Fees for the period between the termination date of such Services and the end of the applicable Subscription Term. The foregoing remedy is your sole and exclusive remedy for a breach of Section 6.2.

7. Indemnity. You will defend and indemnify us and our officers, directors, employees, and agents from and against all third-party claims, losses, damages, liabilities, demands, and expenses (including fines, penalties, and reasonable attorneys’ fees) arising from or related to: (a) Content; (b) our processing or use of Content in accordance with these Terms; (c) any machine, equipment, proposal, or quotation that you design, build, sell, install, or issue, including any claim by your customers; or (d) your violation of these Terms or of applicable laws, rules, and regulations. We will provide you with prompt written notice upon becoming aware of any such claim; provided that you will not be relieved of your obligation for indemnification if we fail to provide such notice unless you are actually prejudiced in defending a claim due to such failure. We will allow you sole and exclusive control over the defense and settlement of any such claim, and if you request our assistance, we will reasonably cooperate in your defense of such claim at your expense.

8. Limitation of Liability. IN NO EVENT WILL WE BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITIES, ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY US FROM YOU FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT FROM WHICH THE DAMAGES AROSE. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 8.2 IS CUMULATIVE, AND ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES WILL BE AGGREGATED TO DETERMINE WHETHER THE LIMIT HAS BEEN REACHED. OUR LIABILITY ARISING FROM OR IN CONNECTION WITH FREE SERVICES IS SUBJECT TO SECTION 1.9(d).

9. Miscellaneous.

9.1 Export Control. You will comply with all applicable export control and economic sanctions laws and regulations in your use of the Services, including in your submission of Content to the Services. You will not use the Services to design, develop, manufacture, or export any controlled technology or technical data without obtaining all required export licenses, authorizations, or approvals from the appropriate governmental authorities. You will not provide access to the Services, or export any technical data, drawings, models, specifications, or other Content generated through the Services, to any person, entity, or country that is subject to export restrictions, economic sanctions, or other prohibitions under applicable law, and you will not allow any restricted party to access or use the Services, directly or indirectly. You will not upload, input, or otherwise provide to the Services any export-controlled technical data, data subject to the International Traffic in Arms Regulations, classified information, or other controlled technology. You acknowledge that the Services are not designed or authorized for use with controlled technology requiring export licenses or special handling procedures. You are solely responsible for determining the export classification of your technical data and Content. We may suspend or terminate your access to the Services immediately if we reasonably believe that your use of the Services violates or may violate any export control or sanctions law or regulation, or if we are required to do so by applicable law or governmental authority. You will defend, indemnify, and hold us harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your violation of any export control or sanctions law or regulation in connection with your use of the Services.

9.2 Severability; Waiver. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, that provision of these Terms will be enforced to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of these Terms will continue in full force and effect. Failure of either party to insist on strict performance of any provision of these Terms will not be deemed a waiver of any rights or remedies that either party will have and will not be deemed a waiver of any subsequent default of the terms and conditions of these Terms.

9.3 Entire Agreement; Electronic Acceptance. These Terms are the entire agreement between the parties with respect to their subject matter and supersede any prior or contemporaneous agreements, negotiations, and communications, whether written or oral, regarding such subject matter. No terms contained in any purchase order or other ordering document issued by you will apply to the Services, even if we accept such purchase order. The parties agree that electronic signatures, whether digital or encrypted, and your click-through acceptance of these Terms give rise to a valid and enforceable agreement.

9.4 Modifications. We may revise and update these Terms from time to time in our sole discretion. We may revise these Terms by posting revised Terms to the Site or by providing you with email notice. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. A revision to these Terms does not modify any Order Form executed before the date of the revision.

9.5 Choice of Law; Dispute Resolution. These Terms will be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict or choice of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the state courts located in Multnomah County, Oregon, or the United States District Court for the District of Oregon, and each party submits to the personal jurisdiction of those courts, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your jurisdiction of organization or any other relevant jurisdiction.

9.6 Assignment. Neither party may assign these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign these Terms without the other party’s consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all or substantially all of its assets. Any attempt to assign these Terms other than as permitted in this Section 9.6 will be null and void. These Terms will inure to the benefit of, and bind, the parties’ respective successors and permitted assigns.

9.7 Force Majeure. A failure of a party to perform, or an omission by a party in its performance of, any obligation under these Terms will not be a breach of these Terms, nor will it create any liability, if such failure or omission arises from any cause or causes beyond the reasonable control of the party, including the following (each, a “Force Majeure Event”): (a) acts or omissions of any governmental entity; (b) any rules, regulations, or orders issued by any governmental authority or any officer, department, agency, or instrumentality thereof; (c) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, third-party strikes, third-party lockouts, and pandemics; or (d) utility, telecommunication, or hosting provider failures; so long as such party provides prompt notice of the Force Majeure Event, uses reasonable efforts to mitigate the impact of the Force Majeure Event, and uses reasonable efforts to resume performance after the Force Majeure Event. A Force Majeure Event will not relieve your obligation to pay Fees.

9.8 Relationship of the Parties. The parties are independent contractors as to each other, and neither party will have the power or authority to assume or create any obligation or responsibility on behalf of the other. These Terms will not be construed to create or imply any partnership, agency, or joint venture.

9.9 Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by email to the address stated in your Order Form or associated with your Tenant, or by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will give notices to us under these Terms by email to info@ordoframe.com and by mail to Ordoframe Inc., 23852 SW Dewberry PL, Sherwood, OR 97140.

9.10 Limitation Period. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

9.11 Contact. Questions about these Terms may be directed to Ordoframe Inc. at info@ordoframe.com.