Terms of Service

Article 1 — Agreement and Acceptance

1.1 Parties. These Terms of Service (these "Terms") constitute a binding agreement between Frabo OS, a subsidiary of USRA, LLC, a limited liability company organized under the laws of the State of Washington ("Frabo", "we", "us", or "our"), and the person or entity that accepts them ("Customer", "you", or "your").

1.2 Acceptance. You accept these Terms by creating an Account, by indicating your acceptance through any click-through or similar mechanism, or by accessing or using the Service. If you do not agree to these Terms, you shall not access or use the Service.

1.3 Authority. If you accept these Terms on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity, and "Customer" refers to that entity.

1.4 Incorporated Documents. The following documents are incorporated into and form part of these Terms by reference (together with these Terms, the "Agreement"): the Privacy Policy; the Cookie Policy; the Refund Policy; the Dispute Policy; the Acceptable Use Policy; the Compliance Statement; the Age and Eligibility Statement; the Copyright and DMCA Policy; the Data Processing Agreement (the "DPA"), which governs Frabo's Processing of Personal Data on Customer's behalf; and, where Customer accepts payments through the Service, the Stripe Connect Disclosure. Customers who use the Marketplace also agree to the Community Guidelines and the Marketplace Fees, and, where applicable, the Marketplace Trade Guarantee.

1.5 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising the Agreement, the following order of precedence shall apply, in descending order: (a) a separate written agreement executed by authorised representatives of both parties, solely with respect to its subject matter; (b) the DPA, solely with respect to the Processing of Personal Data; (c) these Terms; (d) the Stripe Connect Disclosure, the Marketplace documents, and the Marketplace Trade Guarantee, each with respect to its subject matter; and (e) the remaining incorporated policies.

Article 2 — Definitions

Capitalised terms have the meanings set out below or where they are first defined in quotation marks.

• "Account" means the account through which Customer and its Authorized Users access the Service.
• "Adam" means the AI assistant made available within the Service, and "Adam Local" means the optional Frabo software that Customer installs on its own computer.
• "AI Output" means any text, figure, worksheet, draft, summary, recommendation, or other output generated by Adam or any other AI feature of the Service.
• "API" means the Frabo application programming interface and associated developer tools.
• "Authorized User" means an individual whom Customer permits to access the Service under its Account, including invited team members.
• "Beta Feature" means any feature identified as beta, preview, early access, or by similar designation.
• "Customer Data" means all data, content, and information submitted to or connected with the Service by or on behalf of Customer or its Authorized Users, including Personal Data concerning Customer's customers, contacts, employees, and contractors, but excluding Usage Data.
• "Fees" means the amounts payable for a Subscription Plan, add-ons, or usage, as presented at the time of purchase.
• "Frabo Materials" means the Service, Adam, Adam Local, the API, the mobile applications, and all software, designs, documentation, and content provided by Frabo, together with all modifications and derivatives thereof.
• "Marketplace" means the Service feature through which users may list, buy, and sell goods or services from one another.
• "Personal Data" has the meaning given in the DPA.
• "Service" means the Frabo web application, mobile applications, Adam, Adam Local, the API, and related websites and services.
• "Subscription Plan" means the plan selected by Customer, and "Subscription Term" means each billing period of that plan as disclosed at checkout.
• "Third-Party Service" means any product, service, or application not provided by Frabo, including Stripe, Google, Microsoft, social platforms, and applications built by others on the API.
• "Usage Data" means aggregated or de-identified data concerning the operation and use of the Service that does not identify Customer or any individual.

Article 3 — Eligibility

3.1 You represent and warrant that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; that you have the legal capacity to enter into a binding contract; and that you are not barred from using the Service under applicable law or sanctions. The Age and Eligibility Statement sets out further requirements.

Article 4 — The Service

4.1 Description. The Service is business software built around Adam. Depending on the Subscription Plan, it may include: receipts and record-keeping; cash forecasting; invoices and pay links; bills and payouts; payroll and contractor preparation; sales tax, VAT, and year-end worksheets; financing readiness; renewal and subscription monitoring; industry editions; the Marketplace; CRM and email marketing; SEO tools; the API and app store; mobile applications; and Adam Local.

4.2 Modifications. Frabo may modify the Service from time to time. If Frabo removes a material feature from a paid Subscription Plan, Frabo shall provide advance notice and, where equitable, a pro rata refund of prepaid Fees for the unused portion of the then-current Subscription Term.

4.3 Beta Features. Beta Features are provided for evaluation, may be less reliable than generally available features, and may be modified or discontinued without the notice described in Section 4.2. BETA FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

Article 5 — Adam and AI Output

5.1 Approval Model. Adam prepares; Customer decides. Adam shall not move money, send a message, publish a post, or take any action that cannot be undone without Customer's approval, except within a written rule Customer has established that permits it within limits Customer has chosen (for example, Adam Local's autonomy settings). Customer is solely responsible for every action it approves or authorises by rule.

5.2 Grounding. Adam is designed not to state a figure it cannot trace to Customer's records and to disclose when data is missing.

5.3 AI OUTPUT DISCLAIMER. AI OUTPUT IS GENERATED BY PROBABILISTIC MODELS AND MAY BE INACCURATE, INCOMPLETE, OR OUT OF DATE. CUSTOMER SHALL INDEPENDENTLY REVIEW AND VERIFY ANY AI OUTPUT BEFORE RELYING ON IT, INCLUDING ANY OUTPUT CONCERNING TAXES, PAY, FINANCING, OR LEGAL OR CONTRACTUAL MATTERS. FRABO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE OF ANY AI OUTPUT.

5.4 No Professional Advice. The Service is not a substitute for an accountant, attorney, tax adviser, or financial adviser, and nothing provided through the Service constitutes legal, tax, accounting, investment, or other professional advice.

Article 6 — Payment Services and Regulated Activities

Customer acknowledges and agrees as follows:

• 6.1 Payments to Customer. Where Customer connects Stripe, payments by Customer's customers through pay links, invoices and connected-store Marketplace sales are processed by Stripe as direct charges on Customer's own Stripe Express account, under the Stripe Services Agreement; for those payments Customer is the seller and merchant of record, and Frabo does not hold, receive, pool, or control the funds. Sales in a Frabo Shop are different: Frabo is the merchant of record, the buyer pays Frabo, and Frabo transfers Customer's share to Customer's Stripe account as set out in Article 14A. The Stripe Connect Disclosure governs further.
• 6.2 Payouts and Bills. Payouts and bill payments occur only upon Customer's approval. The Service records a payment as completed only upon confirmation from Stripe or Customer's bank. Where Stripe cannot make a payment, the Service provides Customer with the details necessary to make the payment through its own bank.
• 6.3 Payroll. The Service prepares pay runs and export files for Customer's payroll provider or bank. Frabo is not a payroll provider; it does not pay wages, withhold or remit employment taxes, file employment tax returns, or act as employer of record.
• 6.4 Tax. The Service prepares sales tax, VAT, and year-end worksheets from Customer's records. Frabo is not a tax preparer and does not file returns or remit tax. Rates and deadlines are drawn from a source the Service identifies or from data Customer has entered, and Customer shall verify them.
• 6.5 Financing. The financing feature is a readiness assessment and calculator. It is not an offer, commitment, or approval of credit, and Frabo is not a lender or loan broker. Any financing is provided by a lender Customer selects, on that lender's terms.
• 6.6 Regulatory Status. Frabo is not a bank, money transmitter, money services business, lender, payroll provider, or tax preparer, and nothing in the Agreement shall be construed to the contrary.

Article 7 — License Grant, Restrictions, and Ownership

7.1 License Grant. Subject to Customer's compliance with the Agreement and payment of applicable Fees, Frabo grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service, and to install and use Adam Local and the mobile applications, solely for Customer's internal business purposes.

7.2 Restrictions. Customer shall not, and shall not permit any person to: (a) copy, modify, or create derivative works of the Frabo Materials; (b) sell, resell, license, sublicense, rent, lease, or otherwise make the Service available to any third party other than Authorized Users, except under a written agreement with Frabo; (c) reverse engineer, decompile, or disassemble any part of the Service, except to the extent that such restriction is prohibited by applicable law; (d) access the Service to build a competing product or to copy its features; (e) scrape the Service or circumvent any technical limitation, security control, approval, rate limit, or billing mechanism; or (f) use the Service in violation of the Acceptable Use Policy or applicable law.

7.3 Ownership; Reservation of Rights. As between the parties, Frabo and its licensors own all right, title, and interest in and to the Frabo Materials, the Frabo and Adam names and logos, and Usage Data. All rights not expressly granted in the Agreement are reserved.

7.4 Feedback. If Customer provides suggestions or feedback concerning the Service, Frabo may use them without restriction or obligation to Customer.

Article 8 — Accounts, Authorized Users, and Security

8.1 Credentials. Customer shall maintain the security of its sign-in credentials. Frabo authenticates users by one-time codes and may require re-authentication before sensitive actions. Customer shall notify Frabo without delay upon becoming aware of any unauthorised access to its Account.

8.2 Responsibility. Customer is responsible for all activity under its Account, including the acts and omissions of its Authorized Users. Owners and administrators control access and roles.

8.3 Accuracy. Customer shall keep all information it provides to Frabo accurate, complete, and current.

Article 9 — Acceptable Use

9.1 Customer shall comply, and shall cause its Authorized Users to comply, with the Acceptable Use Policy, which prohibits, among other things, unlawful activity, fraud, spam, misleading payments, circumvention of security, approvals, or billing, manipulation of Adam, and use of the Service to harm any person. Frabo may restrict, suspend, or terminate an Account for a violation as described in that policy and in Article 18.

Article 10 — Customer Data

10.1 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data.

10.2 License to Frabo. Customer grants Frabo a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Data solely to provide, secure, and support the Service for Customer and as described in the Privacy Policy and the DPA. This license terminates upon deletion of the relevant Customer Data or of the Account, save for copies Frabo is required by law to retain.

10.3 Customer Representations. Customer represents and warrants that it has all rights, consents, and lawful bases necessary to submit Customer Data to the Service, including information concerning its customers, contacts, employees, and contractors, and that it has provided all notices required by law to those individuals.

10.4 Data Processing. With respect to Personal Data within Customer Data, Frabo acts as Customer's Processor and service provider in accordance with the DPA.

10.5 No Training of Third-Party Models. Frabo shall not use Customer Data to train third-party AI models.

10.6 Aggregate Statistics. Frabo may publish anonymous aggregate statistics as described in the Privacy Policy, which shall never be displayed for fewer than twenty (20) businesses, broken out by business, or include names. Frabo shall not publish a case study concerning Customer without Customer's approval of its text.

10.7 Export and Deletion. Customer may export Customer Data from Settings at any time, including after its Subscription Plan ends. Upon deletion of an Account, Frabo shall delete Customer Data from live systems after the seven (7) day grace period described in Section 2(d) of the Privacy Policy, and in any event within thirty (30) days of the deletion request; database recovery points kept by Frabo's hosting provider expire on that provider's schedule, currently within thirty (30) days, subject to retention required by law and to the de-identified and audit-record retention described in Section 13 of the Privacy Policy.

Article 11 — Third-Party Services and Connected Applications

11.1 Third-Party Services. Customer may connect Third-Party Services such as Stripe, Google, Microsoft, or social platforms. Each Third-Party Service is governed by its own terms, which Customer shall comply with when the Service acts on Customer's behalf. Customer may disconnect any Third-Party Service from Settings. Frabo is not responsible for any Third-Party Service.

11.2 Connected Applications. Applications built by others on the API obtain access only after Customer approves the permissions requested, and Customer may disconnect them at any time from Settings → Connected apps. Frabo reviews applications before listing them in its app store, but such applications are not provided by Frabo and Frabo is not responsible for them. Developers shall comply with the Acceptable Use Policy and use data only as the account holder approved.

Article 12 — Adam Local and Mobile Applications

12.1 Adam Local. Adam Local is optional software installed on Customer's own computer. Customer is responsible for that computer, its security, and the AI models Customer installs on it. Adam Local's autonomous actions are limited by the policy Customer configures in the Service, which Adam Local verifies before acting.

12.2 Mobile Applications. The Frabo mobile applications are governed by the Agreement and by the rules of the applicable app store. Apple Inc. and Google LLC are not parties to the Agreement and have no responsibility for the mobile applications.

Article 13 — Fees, Taxes, and Automatic Renewal

13.1 Fees. Fees and the features included in each Subscription Plan are disclosed at the time of purchase. Fees are charged through Stripe to the payment method Customer designates.

13.2 AUTOMATIC RENEWAL. EACH PAID SUBSCRIPTION PLAN RENEWS AUTOMATICALLY AT THE END OF EACH SUBSCRIPTION TERM FOR A SUCCESSIVE TERM OF THE SAME LENGTH, AND FRABO WILL CHARGE THE PAYMENT METHOD ON FILE THE THEN-CURRENT FEES FOR THAT PLAN, PLUS APPLICABLE TAXES, AT THE START OF EACH RENEWAL TERM, UNLESS AND UNTIL CUSTOMER CANCELS. THE AMOUNT AND FREQUENCY OF THE RECURRING CHARGE ARE DISCLOSED AT CHECKOUT. BY COMPLETING A PURCHASE, CUSTOMER AFFIRMATIVELY CONSENTS TO THESE AUTOMATIC RENEWAL TERMS.

13.3 CANCELLATION. CUSTOMER MAY CANCEL AT ANY TIME ONLINE IN SETTINGS → PLAN & BILLING, WITHOUT CONTACTING FRABO AND WITHOUT ANY CANCELLATION FEE. CANCELLATION STOPS THE NEXT RENEWAL; CUSTOMER RETAINS ACCESS UNTIL THE END OF THE SUBSCRIPTION TERM ALREADY PAID FOR.

13.4 Acknowledgment and Notices. To the extent required by applicable automatic-renewal law, Frabo shall provide Customer with an acknowledgment of the automatic renewal terms, the cancellation policy, and the means of cancellation in a form Customer can retain, and shall provide any advance notice of renewal or of material changes to the renewal terms that such law requires. If a Subscription Plan includes a free trial or promotional period, the terms disclosed at checkout govern its conversion to a paid plan.

13.5 Price Changes. Frabo shall provide at least thirty (30) days' prior notice of any increase in the Fees for Customer's Subscription Plan. The new Fees apply from the first renewal following that notice period.

13.6 Taxes. Fees exclude taxes unless otherwise stated. Frabo shall add sales tax, VAT, or similar taxes where required by law, and Customer shall pay them.

13.7 Failed Payments. If a payment fails, Frabo shall notify Customer and may suspend paid features until payment is made.

13.8 Refunds and Disputes. Refunds are governed by the Refund Policy. Customer agrees to contact Frabo before initiating a chargeback; the consequences of a chargeback are described in the Dispute Policy.

Article 14 — Marketplace

14.1 Role of Frabo. In the Marketplace, Frabo connects buyers and sellers and is not the seller of any item listed by another user unless expressly stated. Sellers are solely responsible for their listings, the legality of the items they sell, delivery, and their own taxes. Frabo may calculate sales tax at checkout using Stripe Tax as a convenience, but sellers remain responsible for registration, collection, and remittance. This Article 14.1 does not apply to a Frabo Shop, where Frabo is the seller to the buyer under Article 14A.

14.2 Disputes Between Users. Where the Marketplace Trade Guarantee applies, its terms govern. Otherwise, disputes between users are for those users to resolve, and the Dispute Policy describes the assistance Frabo may provide.

14.3 Commission. For each completed connected-store Marketplace sale, Frabo takes a commission of 5% of the listed price as a platform application fee, as set out on the Marketplace Fees page; no card processing or other fee is added to the buyer's total, Stripe's card processing fee is a cost of the sale borne by Customer, and Frabo does not hold or transfer sale proceeds. Frabo Shop sales are governed by Article 14A.

14.4 Refunds for Defective or Misdescribed Goods. Except in a Frabo Shop (Article 14A), a buyer may be refunded where the goods are defective, materially different from the listing, not delivered, or the sale is fraudulent. Customer agrees to honour these refunds. Where Frabo refunds a buyer for one of these reasons, Frabo also returns its 5% commission on the refunded amount. In all other cases, including where a buyer changes their mind, Customer's own return policy applies and Frabo keeps its commission.

14.5 Store Listings and the Frabo Pixel. Where Customer installs the Frabo Pixel on its website, Frabo reads the public product pages of that website to list Customer's products for sale in the Marketplace, and receives the storefront events described in the Privacy Policy. Customer confirms it has the right to list those products and to share that information.

Article 14A — Frabo Shop

14A.1 Frabo Is the Seller. In a Frabo Shop, Frabo (USRA, LLC, 1018 Market St, Suite 261030, Kirkland, WA 98033) sells each product to the buyer and is the merchant of record and the seller of record. The buyer's contract of sale is with Frabo, the buyer pays Frabo, and the charge appears on the buyer's statement under Frabo's name. Frabo collects and remits the sales tax on Frabo Shop sales. Customer provides the artwork, the store and the product choices; Frabo has the products made and delivered by its suppliers.

14A.2 Customer's Share. For each sale, Frabo keeps its 5% commission; the supplier's item cost and delivery; the cost of funding the supplier and a buffer of two percent of the supplier's cost against cost changes; and the card processing and tax calculation fees at the highest rate any card, currency conversion or sales tax can cost. The rest of the listed price is Customer's share. It is shown with each sale before the product is published and does not change with the card the buyer pays with. Sales tax is not part of the price or of Customer's share.

14A.3 Stripe Account and Stripe Terms. To sell in a Frabo Shop, Customer must keep a Stripe Express account connected to Frabo, in the same country as Frabo's Stripe account, and must accept and comply with the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (https://stripe.com/connect-account/legal). Frabo is not a party to that agreement.

14A.4 When Customer Is Paid. The buyer's payment is received into Frabo's Stripe balance. Once tracking confirms that the order was delivered, Frabo transfers Customer's share from that payment to Customer's Stripe account, where Customer's own Stripe payout schedule applies. A product the buyer may return for a change of mind within fifteen days of delivery has its share transferred twenty-five days after delivery is confirmed, and not while a return of it is open. Any other product (made to order, or from a supplier that takes no change-of-mind returns) is transferred at delivery, and not while a report that it arrived damaged, faulty, wrong or not as described is open, except that for Customer's first ten Frabo Shop sales the transfer is made fourteen days after delivery is confirmed. Where the buyer is Customer, or pays with Customer's email or a card Customer uses, the transfer is made sixty days later still, and the sale earns no review and no ranking. Frabo may delay a transfer while a refund, claim or dispute on the order is open, while a transfer has failed, while Customer owes an amount under this Article that was not collected, or where an order shows no shipping 14 days after it was placed or no delivery 21 days after it shipped, in which case Frabo reviews the order and decides whether to transfer, keep holding, or refund. Frabo shows Customer the reason for every delay.

14A.5 Refunds. Frabo makes every refund of a Frabo Shop sale from its own Stripe account. (a) An order Frabo could not send to its supplier within five days of the sale is refunded in full automatically at Frabo's cost; Customer receives no share of it and owes nothing. (b) An order that was sent to the supplier and is refunded at Customer's request, or under the Frabo Shop buyer terms, is Customer's cost in full: the refunded price is withheld from Customer's share before it is transferred (a full refund cancels the share), or taken back from the transfer after it, and any part of the refunded price the share does not cover is owed by Customer and collected under 14A.8. (c) Sales tax refunded to the buyer is not Customer's cost. (d) If a refund later fails at Stripe, Frabo gives back to Customer exactly what was taken back or debited for it.

14A.6 Defective or Misdescribed Goods. Where a sent order is refunded because the goods were defective or not as described, the refund is made at once and Customer carries it under 14A.5(b) while Frabo reviews it as a claim. Frabo decides the claim within ten business days of the refund on the evidence available, which may include the buyer's photos, the supplier's report and the listing. If Frabo accepts the claim, Frabo carries the refund and transfers to Customer's Stripe account what Customer carried. If Frabo declines it, Frabo tells Customer why. Where instead the buyer reports the goods damaged, faulty, wrong, not as described or with parts missing, Frabo claims from the supplier. If the supplier refunds them, the buyer is refunded and Customer's share of that sale is withheld before it is transferred, or taken back after it, and nothing more is owed by Customer; if the supplier replaces them, the sale stands and Customer's share is transferred under 14A.4. If the supplier rejects or does not take the claim, or the product's maker takes no claims through Frabo, Customer decides within five days, on the buyer's report and photos, whether to refund the buyer, at Customer's cost under 14A.5(b) with no claim under this section, or to refuse with a reason the buyer is told. If Customer does not decide in that time, Frabo decides, and a refund is at Customer's cost in the same way.

14A.7 Disputes. Frabo is the party to any dispute or chargeback a buyer raises on a Frabo Shop payment and decides whether to accept or challenge it. While a dispute is open, Customer's share for that order is held if not yet transferred, and nothing is taken from Customer. Customer shall provide, within five business days of Frabo's request, any information Frabo asks for to respond. If Frabo loses or accepts the dispute on an order that was sent, Customer carries it in full: before the share is transferred, the share is withheld; after it is transferred, the disputed price is taken back from the transfer; and the rest of the disputed price (less what Customer already carried on refunds of the sale), together with the dispute fee Stripe charged Frabo, is owed by Customer and collected under 14A.8. A dispute on an order that was never sent is Frabo's cost. If Frabo wins, nothing is taken from Customer. An inquiry that does not withdraw funds only holds the share.

14A.8 Authorisation to Debit. Customer authorises Frabo to collect any amount Customer owes under 14A.5 to 14A.7 by (a) reversing transfers made to Customer's Stripe account for the order concerned, and (b) debiting Customer's Stripe balance, through Stripe, for the remainder. Customer acknowledges that if Customer's Stripe balance is not enough, it may become negative, and that Stripe may then collect the negative amount from later money credited to Customer's Stripe account or by debiting the bank account linked to it, under the Stripe Connected Account Agreement. Each debit names its order and reason, is shown to Customer, and is never more than the amounts in 14A.5 to 14A.7. This authorisation covers only amounts owed under this Article 14A; it does not allow Frabo to debit Customer for subscription fees or any other charge. It continues after Customer closes its Frabo Shop for orders sold before then. Any amount owed that is not collected in this way remains a debt Customer owes Frabo, and Frabo may hold and deduct it from Customer's later Frabo Shop shares.

14A.9 Leaving Frabo Shop. Customer may close its Frabo Shop at any time. Shares for orders already sold are transferred under 14A.4, and 14A.5 to 14A.8 continue to apply to those orders until the time for refunds and disputes on them has passed.

Article 15 — CRM and Email Marketing

15.1 Customer is the sender of record of all emails and campaigns it approves. Customer shall have a lawful basis to contact each recipient, shall honour unsubscribe requests (which the Service processes without further action by Customer), and shall comply with applicable anti-spam and marketing laws, including CAN-SPAM, the GDPR and PECR, and CASL. Frabo may hold large or unusual sends for review to protect deliverability.

Article 16 — Confidentiality

16.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data and the non-public aspects of the Frabo Materials. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is independently developed, or is rightfully received from a third party without restriction.

16.2 Obligations. The receiving party shall use the disclosing party's Confidential Information only to perform its obligations or exercise its rights under the Agreement, shall disclose it only to its personnel, contractors, and sub-processors who need to know it and are bound by obligations of confidentiality no less protective than these, and shall protect it with at least reasonable care.

16.3 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable assistance in seeking protective treatment.

Article 17 — Availability and Support

17.1 Frabo shall use commercially reasonable efforts to keep the Service available, but does not warrant uninterrupted operation, including during maintenance or an outage of a provider on which Frabo relies. Support is available at [email protected]. Any service-level commitment applies only if set out in a separate written agreement, which shall control where it differs from these Terms.

Article 18 — Term, Suspension, and Termination

18.1 Term. The Agreement commences upon acceptance and continues until terminated in accordance with this Article.

18.2 Termination by Customer. Customer may terminate the Agreement at any time by deleting its Account from Settings. Customer should export any Customer Data it wishes to retain before doing so.

18.3 Suspension and Termination by Frabo. Frabo may suspend or terminate Customer's Account if Customer materially or repeatedly breaches the Agreement or the Acceptable Use Policy, fails to pay Fees when due, creates legal or security risk, or where required by law. Where reasonably practicable, Frabo shall give prior notice and an opportunity to cure and to export Customer Data.

18.4 Effect of Termination. Upon termination, all licenses granted to Customer cease, and Customer Data shall be deleted as described in Section 10.7.

Article 19 — Representations, Warranties, and Disclaimers

19.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into the Agreement and that its performance will comply with applicable law.

19.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICE, THE FRABO MATERIALS, AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRABO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FRABO DOES NOT WARRANT THAT THE SERVICE OR ANY AI OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S REQUIREMENTS.

19.3 Consumer Rights. If you are a consumer, you may have rights under the mandatory law of your jurisdiction that cannot be excluded or limited by contract; nothing in the Agreement limits those rights.

Article 20 — Limitation of Liability

20.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRABO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO FRABO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

20.3 Exceptions. The limitations in this Article shall not apply to liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct, or to Customer's obligation to pay Fees due.

20.4 Basis of the Bargain. The parties agree that the limitations in this Article are an essential element of the bargain and shall apply even if any limited remedy fails of its essential purpose.

Article 21 — Indemnification

21.1 By Customer. To the extent permitted by law, Customer shall defend, indemnify, and hold harmless Frabo and its affiliates, officers, and personnel from and against any third-party claim, and resulting losses, damages, and reasonable costs (including reasonable attorneys' fees), arising out of (a) Customer Data; (b) Customer's use of the Service; (c) any action Customer approved or authorised Adam to take; (d) any goods or services Customer sold or amounts Customer charged; or (e) Customer's breach of the Agreement or applicable law.

21.2 By Frabo. Frabo shall defend Customer against any third-party claim alleging that the Service, as provided by Frabo and used by Customer in accordance with the Agreement, infringes or misappropriates that third party's patent, copyright, trademark, or trade secret, and shall pay the damages and reasonable costs finally awarded or agreed in settlement of such claim.

21.3 Exclusions. Frabo's obligations under Section 21.2 do not apply to any claim to the extent arising from (a) Customer Data or AI Output generated from Customer's inputs; (b) Third-Party Services or connected applications; (c) Beta Features; (d) the combination of the Service with any product, process, or data not provided by Frabo; (e) modification of the Service by anyone other than Frabo; or (f) use of the Service in breach of the Agreement.

21.4 Remedies. If the Service is, or in Frabo's reasonable opinion is likely to be, subject to an infringement claim, Frabo may at its option and expense (a) procure for Customer the right to continue using the Service; (b) modify the Service so that it is non-infringing without material loss of functionality; or (c) terminate the affected Subscription Plan and refund any prepaid Fees for the unused portion of the Subscription Term.

21.5 Procedure. The indemnified party shall give the indemnifying party prompt written notice of the claim, sole control of its defence and settlement (provided that no settlement imposing any obligation or admission on the indemnified party may be made without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party's expense.

21.6 EXCLUSIVE REMEDY. THIS ARTICLE STATES FRABO'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

Article 22 — Dispute Resolution and Governing Law

22.1 Informal Resolution. Before commencing any formal proceeding, the party asserting a dispute shall send written notice describing the dispute and the relief sought (in the case of notice to Frabo, to [email protected]). The parties shall negotiate in good faith for a period of thirty (30) days from receipt of that notice. The Dispute Policy describes Frabo's internal handling of such notices.

22.2 Governing Law. The Agreement and any dispute arising out of or relating to it shall be governed by the laws of the State of Washington, being the jurisdiction in which USRA, LLC is organized, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

22.3 Forum. Subject to Sections 22.4 to 22.7, any dispute not resolved under Section 22.1 shall be brought exclusively in the state or federal courts located in King County, Washington, and each party submits to the personal jurisdiction of those courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

22.4 Consumers and Small Claims. If you are a consumer, you retain the protection of the mandatory laws of your country of residence and, to the extent those laws do not allow a dispute to be arbitrated, may bring proceedings in the courts of that country. Either party may bring an individual claim in a small-claims court of competent jurisdiction.

22.5 Binding Individual Arbitration. PLEASE READ THIS SECTION CAREFULLY: IT AFFECTS HOW DISPUTES ARE RESOLVED. Except for individual claims brought in a small-claims court under Section 22.4, claims that mandatory consumer law does not allow to be arbitrated, and claims for injunctive relief to protect intellectual property or Confidential Information, any dispute arising out of or relating to the Agreement or the Service that is not resolved under Section 22.1 shall be resolved by final and binding arbitration on an individual basis, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or, where Customer is a consumer, its Consumer Arbitration Rules. The Federal Arbitration Act governs this Section. Any in-person hearing shall be held in King County, Washington or, where Customer is a consumer, in the county where Customer lives; at Customer's choice, the arbitration may instead be held by video or on written submissions. For a consumer's claim of $10,000 or less, Frabo pays all AAA filing, administration and arbitrator fees. The arbitrator decides all questions of arbitrability, except that a court decides whether Section 22.6 is enforceable. Judgment on the award may be entered in any court of competent jurisdiction.

22.6 Class Action and Jury Trial Waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate the claims of more than one person or preside over any form of representative proceeding, and may award relief only to the individual party seeking it. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If this Section 22.6 is found unenforceable as to a claim, that claim (and only that claim) shall be severed and heard in the courts set out in Section 22.3, after the individual claims are arbitrated.

22.7 Opting Out of Arbitration. Customer may opt out of Sections 22.5 and 22.6 by emailing [email protected] within thirty (30) days of first accepting these Terms (or, for an existing account, within thirty (30) days of this version's effective date), with the subject "Arbitration opt-out", the account email and a statement that Customer opts out. Opting out does not affect any other part of the Agreement, and disputes are then resolved under Sections 22.2 to 22.4.

Article 23 — Export Controls and Sanctions

23.1 Customer shall comply with all applicable export control and economic sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control and the U.S. Department of Commerce. Customer represents and warrants that it is not located in, organised under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and is not identified on any U.S. government restricted-party list, and shall not permit any Authorized User to access the Service in violation of such laws.

Article 24 — Publicity

24.1 Frabo shall not use Customer's name, logo, or trademarks, or publish any information identifying Customer's business, without Customer's prior approval. Customer shall not use Frabo's names, logos, or trademarks except as permitted by law or with Frabo's prior written consent.

Article 25 — Amendments to these Terms

25.1 Frabo may amend these Terms as the Service evolves and shall update the "Last updated" date upon doing so. For material amendments, Frabo shall notify Customer by email or within the Service at least thirty (30) days before the amendment takes effect, unless an earlier effective date is required for legal or security reasons. If Customer does not agree to an amendment, Customer may cancel before it takes effect. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.

Article 26 — General Provisions

• 26.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, unless the parties have executed a separate written agreement.
• 26.2 Severability. If any provision of the Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.
• 26.3 Waiver. No failure or delay in exercising any right shall operate as a waiver of that right.
• 26.4 Assignment. Customer may not assign or transfer the Agreement without Frabo's prior written consent. Frabo may assign the Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of the assets of the Service, and shall notify Customer of any such assignment. Any purported assignment in violation of this Section is void.
• 26.5 Force Majeure. Neither party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including major outages of third-party providers, natural disasters, epidemics, war, terrorism, labour disputes, or governmental action.
• 26.6 Notices. Frabo may provide notices to Customer by email to the address associated with the Account or within the Service. Customer shall provide notices to Frabo by email to [email protected], with legal notices also sent in writing to USRA, LLC, 1018 Market St, Suite 261030, Kirkland, WA 98033, USA. Notices are effective upon receipt.
• 26.7 Electronic Communications. Customer consents to receive communications electronically and agrees that electronic communications satisfy any legal requirement that a communication be in writing.
• 26.8 Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.
• 26.9 No Third-Party Beneficiaries. Except as expressly stated, there are no third-party beneficiaries of the Agreement.
• 26.10 U.S. Government Users. The Service is "commercial computer software" and "commercial computer software documentation", and U.S. government users acquire only the rights set out in the Agreement.
• 26.11 Interpretation. Headings are for convenience only. The words "including" and "includes" mean "including without limitation".

Article 27 — Survival

27.1 The following provisions shall survive any termination or expiry of the Agreement, together with any other provision which by its nature is intended to survive: Article 2 (Definitions); Sections 5.3 and 5.4; Article 6; Sections 7.2 to 7.4; Sections 10.1, 10.5, 10.6, and 10.7; Article 13 (as to Fees accrued and unpaid); Article 16; Section 18.4; Articles 19, 20, 21, 22, 23, and 26; and this Article 27.

Article 28 — Contact

Questions concerning these Terms may be directed to [email protected]. Written legal notices: USRA, LLC, 1018 Market St, Suite 261030, Kirkland, WA 98033, USA.

Email from Frabo OS is sent from @frabo.ai addresses (such as [email protected] for sign-in and account email, [email protected] for notifications and reports, and [email protected] for marketing). Our monitored support and legal inbox is [email protected].

Frabo OS is a subsidiary of USRA, LLC.