Terms of Service

Agreement Overview

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and OroraSoft, Inc. ("OroraSoft," "we," "us," or "our"), governing your access to and use of our software development, consulting, and related services (collectively, the "Services").

By accessing our website, engaging our Services, or signing a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, you must not accept these Terms or use our Services on behalf of such entity.

Services

OroraSoft provides custom software development, consulting, and related services as described on our website and in project-specific proposals, statements of work, or service agreements. Our Services may include, but are not limited to:

• Custom software development and application programming
• Web and mobile application development
• Software architecture and design
• Technical consulting and advisory services
• Software maintenance and support
• Quality assurance and testing
• Project management and technical leadership

The specific scope, deliverables, timelines, and pricing for our Services will be detailed in a separate proposal, statement of work, or service agreement (collectively, "Service Agreement") that references these Terms. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the subject matter thereof.

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of our Services, except as specified in a Service Agreement.

User Accounts

Some of our Services may require you to create an account. When you register for an account, you agree to provide accurate, current, and complete information about yourself and to maintain and promptly update this information to keep it accurate, current, and complete.

You are responsible for:

• Maintaining the confidentiality of your account credentials, including your username and password
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account or any other breach of security

We reserve the right to disable any user account at any time if, in our opinion, you have failed to comply with these Terms or if we believe your account is being used fraudulently or in an unauthorized manner.

Payment Terms

The fees for our Services will be specified in the applicable Service Agreement. Unless otherwise stated in the Service Agreement:

• All fees are quoted in U.S. dollars and are exclusive of applicable taxes
• Payment terms are net 30 days from the date of invoice
• Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• You are responsible for all taxes associated with the Services, excluding taxes based on our net income

For fixed-price projects, we typically require a deposit before commencing work, with the balance due according to the payment schedule specified in the Service Agreement. For time and materials engagements, we typically invoice on a monthly basis for services rendered during the previous month.

We reserve the right to suspend or terminate our Services if your account becomes delinquent. You will be responsible for all costs we incur in connection with collecting delinquent amounts, including attorney fees and collection agency fees.

Intellectual Property Rights

Unless otherwise specified in a Service Agreement:

Client Materials

You retain all rights, title, and interest in and to any materials, data, information, or intellectual property you provide to us in connection with the Services ("Client Materials"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of the Client Materials solely for the purpose of providing the Services to you.

Deliverables

Upon full payment of all applicable fees, we assign to you all rights, title, and interest in and to the custom software, code, and other materials specifically developed for you as part of the Services and identified as deliverables in the Service Agreement ("Deliverables"), excluding any Pre-existing Materials or Third-Party Materials (as defined below).

Pre-existing Materials

We retain all rights, title, and interest in and to any tools, libraries, frameworks, methodologies, processes, documentation, and other materials that we owned or developed prior to providing the Services or that we develop independently of the Services ("Pre-existing Materials"). To the extent that any Pre-existing Materials are incorporated into the Deliverables, we grant you a non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, and create derivative works of such Pre-existing Materials solely in connection with your use of the Deliverables.

Third-Party Materials

The Deliverables may incorporate third-party software, libraries, frameworks, or other materials ("Third-Party Materials"). Your use of any Third-Party Materials is subject to the terms and conditions of the applicable third-party licenses. We will identify any Third-Party Materials in the Deliverables and provide you with copies of the applicable third-party licenses.

Feedback

If you provide us with any suggestions, comments, or feedback regarding our Services ("Feedback"), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, create derivative works of, publicly perform, publicly display, and otherwise exploit such Feedback for any purpose, without restriction or obligation to you.

Confidentiality

Each party may disclose to the other party certain confidential or proprietary information in connection with the Services ("Confidential Information"). Confidential Information includes any information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use the other party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms
• Protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
• Limit access to the other party's Confidential Information to those employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those in these Terms

The confidentiality obligations in this section do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure by the disclosing party
• Is rightfully obtained by the receiving party from a third party without restriction on use or disclosure
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information
• Is required to be disclosed by law or legal process, provided that the receiving party gives the disclosing party prompt notice of such requirement (if legally permitted) and cooperates with the disclosing party's efforts to limit or contest such disclosure

The confidentiality obligations in this section will survive the termination or expiration of these Terms for a period of five (5) years, except for trade secrets, which will remain confidential for as long as they qualify as trade secrets under applicable law.

Warranties and Disclaimers

Our Warranties

We warrant that:

• We will perform the Services in a professional and workmanlike manner consistent with industry standards
• The Deliverables will substantially conform to the specifications set forth in the applicable Service Agreement for a period of thirty (30) days after delivery
• We have the right to enter into these Terms and to grant the rights and licenses described herein
• The Deliverables, excluding any Client Materials, Pre-existing Materials, or Third-Party Materials, will not infringe any third-party intellectual property rights

Your exclusive remedy for any breach of the warranties above will be, at our option: (a) repair or replacement of the non-conforming Services or Deliverables; or (b) refund of the fees paid for the non-conforming Services or Deliverables.

Your Warranties

You warrant that:

• You have the right to enter into these Terms and to grant the rights and licenses described herein
• The Client Materials do not infringe any third-party intellectual property rights
• You will comply with all applicable laws and regulations in connection with your use of the Services and Deliverables

Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DELIVERABLES WILL BE CORRECTED. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER SYSTEMS, SERVERS, PROVIDERS, HARDWARE, SOFTWARE, OR ANY OTHER EQUIPMENT OR PROGRAMMING CAUSED BY OR RESULTING FROM YOUR USE OF THE SERVICES OR DELIVERABLES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES OR DELIVERABLES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES OR DELIVERABLES WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless OroraSoft and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

• Your use of or access to the Services or Deliverables
• Your violation of these Terms
• Your violation of any rights of another person or entity
• Your breach of any representations, warranties, or covenants in these Terms
• The Client Materials or your use of the Deliverables

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Termination

These Terms will remain in effect until terminated by either party as provided in this section.

Either party may terminate these Terms:

• For convenience, upon thirty (30) days' written notice to the other party
• For cause, if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach
• Immediately, if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings

Upon termination of these Terms:

• All rights and licenses granted to you under these Terms will terminate
• You will pay us for all Services performed and expenses incurred up to the effective date of termination
• Each party will return or destroy all Confidential Information of the other party in its possession or control
• Any provisions of these Terms that by their nature should survive termination will survive, including without limitation the sections on Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Governing Law

Governing Law and Dispute Resolution

These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, will be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will be conducted in San Francisco, California, by a single arbitrator appointed in accordance with such rules. The arbitrator will apply the law specified above. The award rendered by the arbitrator will be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending the outcome of arbitration.

Each party irrevocably consents to the personal jurisdiction of the state and federal courts located in San Francisco County, California, for any action or proceeding arising from or relating to these Terms or the subject matter hereof that is not subject to arbitration.

Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our website and updating the "Last Updated" date at the top of these Terms. Your continued use of our Services after such changes constitutes your acceptance of the revised Terms.

For existing clients with active Service Agreements, any changes to these Terms will not apply until the renewal of the applicable Service Agreement, unless otherwise required by law.

Contact Information

If you have any questions, concerns, or requests regarding these Terms or our Services, please contact us at: