Terms of Service

IMPORTANT: WHEN CUSTOMER SIGNS AN ONFRONTIERS ORDER FORM, OR SUBSCRIBES ON THE ONFRONTIERS WEBSITE TO A PRO SUBSCRIPTION PLAN, CUSTOMER IS AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THAT ORDER FORM, AND THESE TERMS OF SERVICE, AS IN EFFECT ON THE DATE OF SIGNING (COLLECTIVELY, THE “AGREEMENT”). IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THE AGREEMENT, CUSTOMER MUST NOT SIGN THE ORDER FORM, OR ACCESS OR USE THE SERVICES.

1. Definitions

The capitalized words and expressions below shall have the meanings set against each of them for the purposes of these Terms of Service.

These definitions are reproduced for the Customer’s convenience. Capitalized terms used but not defined in these Terms of Service have the meanings given in the OnFrontiers Global Definition Schedule, which is incorporated by reference; in the event of any conflict between a definition below and the Global Definition Schedule, the Global Definition Schedule controls.

Guided Plan- a Customer Plan that provides full-service access to Expert Work from a shared pool of Credits, with associated support and services, as more specifically described in the OnFrontiers Plan Descriptions.

Authorized User- individual who a Customer has authorized and enabled to use Customer’s OnFrontiers account, through the granting of login credentials.

Confidential Information- any non-public information, however obtained, which by its nature should be understood by a reasonable person to be confidential or a trade secret or which, if released, would likely have a material adverse impact on an individual’s privacy or a business or organization’s competitiveness, programs, reputation or foreign relations. Confidential Information includes, without limitation, the general or specific subject matter of any Expert Work, and the actual or anticipated business and/or products, research or development of a Customer or Customer’s clients. Unless otherwise agreed by the parties, Confidential Information also includes the fact of the existence of any agreement with OnFrontiers, and the terms thereof.

Video Consultation- a scheduled video or telephone call in which an Expert provides professional information or advice.

Client- the party that receives Expert Work in a given interaction (an Expert’s counterparty), which may be the Customer, an Authorized User, or a Guest. Client denotes a role and is not necessarily a contracting party; the Customer is responsible for its Clients.

Customer- a business or organization that contracts with OnFrontiers under these Terms of Service.

Customer Data- data uploaded or otherwise transmitted to the Platform by or on behalf of a Customer, for the purpose of creating User Credentials, receiving Expert Work, or otherwise in connection with such Customer’s use of the Services. Customer Data does not include payment records, or other information Customer uses to pay OnFrontiers, or other information and records related to the management and administration of Customer’s account by OnFrontiers, including without limitation identifying information related to Customer staff involved in Customer’s account management and payments.

Customer Plan- a package of OnFrontiers services and Platform features available to Customers. The available Customer Plans are the Guided Plans and the Pro Subscription, as more specifically described in the OnFrontiers Plan Descriptions.

Expert- an individual approved by OnFrontiers and party to an Expert Participation Agreement who offers Expert Work to Customers and Clients via the Platform.

Expert Fee- the fee payable by Customer for an Expert’s performance of Expert Work, at the rate set out on the applicable booking page or in the Engagement, or as otherwise agreed.

Pro Subscription- the self-service, per-seat Customer Plan billed in US Dollars, as described in the OnFrontiers Plan Descriptions.

Introduced Expert- an Expert to whom a Customer is first introduced via the Platform.

Expert-Client Agreement- OnFrontiers’ standard agreement governing the direct relationship between a Client and an Expert, pursuant to which an Expert provides, and a Client receives, Expert Work via the Platform; OnFrontiers is a party to it for the limited purposes stated in it (including payment) and acts as facilitator.

Match (or Matching)- a search of OnFrontiers’ network of Experts for the purpose of identifying and recommending an Expert whose experience and skill-set are suited to a Client’s desired Expert Work.

Non-Solicitation Period- the one (1) year period immediately following the date of Customer’ introduction to an Introduced Expert.

Off-Platform- not using the OnFrontiers website.

Off-Platform Services- services other than those performed and paid for via the OnFrontiers Platform.

On-Platform- using the OnFrontiers website.

Order Form - an OnFrontiers order form agreed between the parties setting out the Services subscribed to by the Customer, the applicable charges and any Special Terms, to which these Terms of Service apply.

Permitted Purposes- to identify Experts for specific Expert Work, manage and share Expert profile information, and perform Expert Work, all pursuant to the terms of this Agreement and applicable Order Form(s).

Personal Data- any information relating to an identified or identifiable natural person.

Platform- the cloud-based, on-demand software and associated services made available by OnFrontiers, including OnFrontiers’ network of Experts.

Process or Processing- any operation or set of operations which is performed on Personal Data, such as collection, storage, alteration, retrieval, use, disclosure, erasure or destruction.

Services- the Guided Plan Subscription and/or Pro Subscription for use of the Platform, and any other software, products and services delivered or made available by OnFrontiers to Customer pursuant to this Agreement, as identified on Customer’s Order Form(s).

Software- shall mean any and all software, systems, and databases used or made available by OnFrontiers in connection with the Services.

Special Terms- terms which deviate from OnFrontiers’ standard TOS, as agreed between OnFrontiers and a Customer and identified on Customer’s Order Form.

Subscription- the purchase and use of a Customer Plan on the OnFrontiers Platform, as set out in a particular Order Form or, for a Pro Subscription, as agreed at sign-up.

Subscription Term- recurring twelve calendar month period calculated beginning on the Order Start Date and ending on the Order End Date, as identified on Customer’s Order Form(s).

Term- shall bear the meaning as defined in Section 9.1 hereof.

User Credentials- user name and password used to authorize and enable an individual to access and act as Client or Expert on the OnFrontiers Platform.

User License- license granted by OnFrontiers to Customer for one Authorized User to access and use the Services purchased by Customer under this Agreement, for Permitted Purposes.

2. The Services

2.1 OnFrontiers will make the Services available to Customer pursuant to the terms of this Agreement (including any applicable Order Form), and the service levels published at onfrontiers.com/policies/service-level-standards

2.2 OnFrontiers hereby grants to Customer and Customer shall hold during the Term hereof, such number of non-exclusive, non-transferable, non-sublicensable User Licenses as called for in the Customer’s Plan.

2.3 OnFrontiers, at its discretion, may make available modifications and updates to the Services from time to time (“Updates”). This Agreement will govern any such Updates that replace or supplement current  Services, unless such Update is accompanied by a separate license in which case the terms of that license will govern.

2.4 Customer agrees that OnFrontiers may stop providing any features within the Software to Customer or Customer End Users at OnFrontiers's sole discretion, at the end of the Initial Term or any Renewal Term hereof, upon not less than thirty (30) days’ notice to Customer.

2.5 The Services consist of the OnFrontiers Platform together with the related services OnFrontiers provides, including access to the Platform, expert vetting and onboarding, matching and facilitation, scheduling, and payment processing. OnFrontiers stands behind these Services as set out in this Agreement. As provided in Section 2.7, the substance of an Expert’s advice and Work Product is the Expert’s, and not OnFrontiers’.    

2.6 Customer acknowledges and agrees that any and all Expert Work which Customer may receive through the Platform are provided by independent third-parties,  pursuant to such separate contractual terms as the Customer and Expert may agree.

2.7 Where a Client receives Expert Work from an Expert through the Platform, the direct relationship between the Client and the Expert is governed by the OnFrontiers Expert-Client Agreement — OnFrontiers’ standard agreement for that relationship — published by OnFrontiers and incorporated into this Agreement by reference. OnFrontiers is a party to the Expert-Client Agreement for the limited purposes stated in it (including payment processing) and facilitates the relationship as described in these Terms of Service. The Client and the Expert may vary that agreement only by a written amendment agreed with OnFrontiers. The substance of an Expert’s advice and Work Product is the Expert’s, and not OnFrontiers’.

2.8 Engagement Terms; order of precedence. Scoped Engagements initiated through the Platform are additionally governed by the OnFrontiers Engagement Terms, incorporated into this Agreement by reference. In the event of conflict, the order of precedence is: (a) the Order Form, including any Special Terms, and any rider or addendum agreed in writing between OnFrontiers and the Customer, to the extent expressly agreed; (b) the confirmed Engagement Order, provided that, for a given Scoped Engagement, the Engagement Order controls the engagement-specific scope, not-to-exceed budget, rate, schedule, and deliverables it sets out, except to the extent (a) expressly provides otherwise; (c) the OnFrontiers Engagement Terms; (d) these Terms of Service; (e) the Customer Charging Policy, Plan Descriptions, and other policies incorporated by reference; and (f) the Global Definition Schedule. No customer-form agreement (including any customer master services agreement) governs a Platform-run Scoped Engagement except to the extent its terms are expressly agreed by OnFrontiers in an Order Form, Special Terms, or rider and are not in conflict with the Engagement Terms.

3. Payment of Fees

3.1 Customer will pay OnFrontiers the fees for the Services as set out in Customer’s Order Form or, for a Pro Subscription, as presented at sign-up on the Website, pursuant to these Terms of Service and the Customer Charging Policy. Fees under a Guided Plan are paid in Credits (together with any Implementation or other fees stated on the Order Form); fees under a Pro Subscription are paid in US Dollars; and amounts payable for Scoped Engagements above the applicable credit threshold are invoiced and paid in US Dollars. All payments are non-refundable.

3.2 Customer agrees that Customer has read and agrees to be bound by OnFrontiers’ Customer Charging Policy (available at https://onfrontiers.com/policies/customer-charging-policy) the terms of which are incorporated in this Agreement by this reference.

4. Plan Non-Solicitation Obligations

4.1 Customer agrees that during the Non-Solicitation Period, Customer will not directly or indirectly employ or solicit an Introduced Expert to provide Off-Platform Services to or on behalf of Customer or any third party.

4.2 Notwithstanding the foregoing, the Non-Solicitation restriction pursuant to Section 4.2 above shall not apply where the Customer pays OnFrontiers a Non-Solicitation Waiver Fee, pursuant to the terms and conditions of the OnFrontiers Charging Policy (available at https://onfrontiers.com/policies/customer-charging-policy).

4.3 Customer agrees to pay OnFrontiers liquidated damages in the amount of US $10,000 for each Introduced Expert who Customer employs or solicits for Off-Platform services in violation of this Section 4.

5. Permitted Use; Responsibility for Use of Customer’s Account

5.1 Each User License purchased by Customer will permit a single Authorized User to access the Services, and no “seat sharing” shall be permitted.

5.2 Customer agrees to use the Services only in accordance with the terms of this Agreement and applicable law, including without limitation laws and regulations of the country or region in which Customer or Customer’s Authorized Users access or use the Services.

5.3 Customer will ensure that each of Customer’s Authorized Users agrees and abides by OnFrontiers’ Community Standards (available at https://onfrontiers.com/policies/community-standards), Privacy Policy (available at onfrontiers.com/policies/privacy-policy), these Terms of Service, and applicable law, in connection with the Authorized Users’ use of the Services.

5.4 Guests. Customer may invite Guests to participate in specific Expert Work through the Platform without a separate contract. Customer is responsible for its Guests’ compliance with this Agreement, the Community Standards, and the Privacy Policy, and for any Charges arising from its Guests’ use of the Services. A Guest may participate in the Expert Work to which the Guest is invited but may not administer Customer’s account unless Customer expressly delegates such rights.

5.5 Customer acknowledges and agrees that the Services are offered as a knowledge resource management tool, and not an advisory service. As with any information resource, it is the Customer's responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.

5.6 Customer will not: (a) provide passwords or other login information for the Services, or otherwise share non-public features or content, with any third parties; (b) access the Service in order to build a competitive product or service; (c) engage in web scraping or data scraping on or related to the Service; (d) rent, lease, lend, sell, redistribute, or sublicense the Software or Services, except as otherwise expressly permitted pursuant to this Agreement.

5.7 Customer may not, and Customer agrees not to enable or permit others to copy, decompile, reverse engineer, disassemble, attempt to derive source code of, decrypt, modify, or create derivative works of the Software, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by licensing terms governing use of open-source components that may be included with the Software).

5.8 Customer will take reasonable steps to prevent unauthorized access to the Services and will notify OnFrontiers immediately of any known or suspected unauthorized use or breach of its security.

5.9 Customer shall be solely responsible for maintaining security and proper use of the user ID’s and passwords used by Customer’s personnel to enable them to access the Services, and for compliance by Customer personnel with OnFrontiers’s security and access procedures.  Customer shall be solely responsible for any unauthorized access to or use of OnFrontiers’s systems or any Confidential Information derived from such access or use, arising out of any breach of this section by Customer, or its employees, agents or contractors.

5.10 Customer shall not use, or permit Customer’s Authorized Users individually or collectively to use, the Services in a manner that unreasonably impairs, degrades or reduces the performance or security of any OnFrontiers Services, Software, or related technology.

6. Customer Data Ownership & Data Privacy

6.1 Customer Data shall at all times remain, as between the Parties, the property of Customer.  OnFrontiers may use Customer Data as reasonably necessary to provide the Services and for legitimate business purposes, and the aggregate results of processing such data, including for example trends therein, shall belong to and may be used by OnFrontiers provided that no identifying information regarding Customer or any third-party is disclosed in breach of this Agreement, in connection with such use.

6.2 OnFrontiers will not access, process, or otherwise use Customer Data other than to provide the Services or as otherwise expressly permitted in this Agreement.

6.3 OnFrontiers will: (a) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (b) comply with all privacy and security laws that are applicable to OnFrontiers in the jurisdictions in which OnFrontiers conducts business.

6.4 Customer acknowledges and agrees OnFrontiers’ Privacy Policy (available at onfrontiers.com/policies/privacy-policy) and agrees that nothing in this Agreement restricts OnFrontiers’ right to alter such Privacy Policy from time to time.

7. Limitation of Liability; Indemnification

7.1 Customer agrees that Expert Work is performed by third party Experts, pursuant to the terms of a separate contractual agreement entered into between Customer and such Experts, and OnFrontiers assumes no responsibility for any information or advice provided by Experts to Customer in the course of such Expert Work. Customer agrees that such information and advice may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which the information and advice are used. Customer agrees that Customer is solely responsible for how or whether to use any information and advice obtained through Expert Work performed on the Platform, and agrees that OnFrontiers is not responsible for any damages or harm that may be incurred by Customer, Customer’s business or organization, or a third party from use of, or reliance on, information and advice obtained through Expert Work conducted on the Platform.

7.2 OnFrontiers assumes no responsibility for the acts or omissions of third parties.

7.3 TO THE EXTENT PERMITTED BY LAW, ONFRONTIERS DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. ONFRONTIERS MAKES NO GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS.

7.4 TO THE FULLEST EXTENT PERMITTED BY LAW, ONFRONTIERS SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFIT OR REVENUE WHICH MAY RESULT FROM USE OF OR RELIANCE ON THE SERVICES.

7.5 UNDER NO CIRCUMSTANCES WILL ONFRONTIERS’ CUMULATIVE LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF EITHER (A) $500,000, OR (B) THE TOTAL AGGREGATE FEES PAID BY CUSTOMER TO ONFRONTIERS PURSUANT TO THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GIVES RISE TO THE CLAIM, WHETHER OR NOT ONFRONTIERS KNOWS, HAS REASON TO KNOW, OR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

7.6 Customer agrees to indemnify and hold harmless OnFrontiers for any damages incurred by OnFrontiers arising out of or in connection with (a) Customer’s failure to abide by applicable law or any term or condition of the Agreement; and (b) any and all acts and omissions of Customer’s Authorized Users.

8. Publicity

8.1 Customer agrees that OnFrontiers may publish Customer’s name and logo among a list of OnFrontiers’ Customers on the OnFrontiers website, unless otherwise requested by Customer in writing by email to hello@onfrontiers.com.

8.2 Except as set forth in Section 8.1 above, OnFrontiers will not use Customer’s name or logo for publicity or advertising purposes without Customer’s prior written approval, which approval will not be unreasonably withheld.

9. Term of Agreement; Termination, Limitation and Suspension of Services

9.1 Guided Plans. The term of this Agreement shall commence on the Order Start Date and terminate on the Order End Date specified in Customer’s Subscription Order Form (the “Initial Term”). Thereafter, the Agreement will automatically renew for a further period equal to the Initial Term (such further period referred to herein as, the “Renewal Term”) on the same subscription and payment terms, unless Customer provides written notice of cancelation to OnFrontiers no later than thirty (30) days prior to the relevant Order End Date. Notwithstanding the foregoing, charges for Implementation Fees shall not automatically carry over into any Renewal Term unless otherwise agreed by the Parties in writing. (The “Term” of this Agreement shall be the Initial Term together with any Renewal Term.)

9.2 Pro Subscription. A Pro Subscription begins when Customer activates it on the Website (or, where a free trial is offered, at the end of the free-trial period) and continues for the Subscription Term selected by Customer (monthly or annual). It renews automatically for successive Subscription Terms until Customer cancels, through the Website or by notice to OnFrontiers; cancellation takes effect at the end of the then-current Subscription Term, and Customer remains responsible for fees and usage incurred through that date. During any free trial, applicable usage fees (including Booking Fees and Expert rates) may still apply, as described in the Plan Descriptions and Customer Charging Policy.

9.3 Either Party may terminate this Agreement for the other’s material breach by written notice, specifying in detail the nature of the breach, effective in 30 days unless the receiving Party first cures such breach, or effective immediately if such breach is either (i) a failure to pay any amount hereunder when due, or (ii) not subject to cure.

9.4 Following termination of this Agreement, upon Customer’s written request, OnFrontiers shall promptly provide Customer with a copy such Customer data as may be in OnFrontiers’s possession, in such medium and format as Customer may reasonably require. OnFrontiers will retain a copy of Customer data following termination for no longer than the period reasonably necessary to fulfill the purposes of this Agreement, unless a longer retention period is required by applicable law or otherwise permitted hereunder. Notwithstanding anything to the contrary otherwise contained herein, Customer agrees that  anonymized versions of Customer’s data may be created by OnFrontiers and retained and used by OnFrontiers for such period and purposes as OnFrontiers may in its sole discretion decide.

9.5 OnFrontiers reserves the right to terminate, suspend, or limit Customer’s use of the Services, if OnFrontiers believes that Customer or Customer’s Authorized User has breached the law, this Agreement, or OnFrontiers’ Privacy Policy or Community Standards. Limited use may include, e.g., limiting Customer’s ability to access the Services.

9.6 OnFrontiers shall be entitled to terminate this Agreement if Customer fails to pay any past due Fees payable for Services within 5 calendar days of Customer’s receipt of notice of any past due, returned or rejected payment.

10. Intellectual Property.

10.1 Each Party acknowledges that all trademarks, patents, copyrights, designs, licenses, know how, proprietary information and other intellectual property, including all documentation relating thereto, in any format or medium (“Intellectual Property”) belonging to the other (“Owner”), which may be disclosed or used for the purposes of this Agreement belongs to the Owner.  To the extent that one Party is required to use the Intellectual Property of the Owner for the purposes of this Agreement, the Owner hereby grants a non-exclusive, non-transferable license to the other party to use the same, for the purposes of this Agreement, for so long as this Agreement remains in force and the user thereof shall not acquire any other rights whatsoever to the Owner’s Intellectual Property.  No party shall refer to or use any other’s trademarks, trade name or logos without the Owner’s prior written consent, except as otherwise explicitly provided herein.

10.2 Concepts, ideas, know-how, techniques, software, techniques, reports and drawings developed or owned by the Owner to fulfill its obligations under this Agreement shall be the sole and exclusive property of the Owner even if the other Party assists the Owner in modifying that property, including without limitation any Intellectual Property, and the other Party shall have no interest in or to such property.

10.3 Work Product. Ownership of, and rights in, Work Product created by an Expert in the course of Expert Work flow as follows: the Expert assigns and licenses Work Product to OnFrontiers under the Expert Participation Agreement, and OnFrontiers grants the Customer a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of the Work Product for the Customer’s business purposes (or, where an Order Form or Engagement Order so specifies, OnFrontiers will assign the Work Product to the Customer). OnFrontiers reserves the right to use aggregated and de-identified data and learnings arising from Work Product to provide and improve the Services, provided that no Confidential Information, and no information identifying the Customer or any third party, is disclosed. Engagement-specific intellectual-property terms are set out in the OnFrontiers Engagement Terms.

11. Confidentiality.

11.1 Confidential Information.  Each Party acknowledges that it has received and may receive information of a confidential nature relating to one or more of the other Party’s Confidential Information.  The Parties shall use Confidential Information only for the purpose of performing the Services and in accordance with this Agreement and the OnFrontiers’s Privacy Policy.  Except as otherwise provided in this Agreement, a Party shall have no authority to use another Party’s Confidential Information for any other purpose or in any other manner.

11.2 Duty to Maintain Confidentiality.  The Party disclosing Confidential Information shall at all times retain title to the Confidential Information. The receiving Party shall preserve and protect the confidentiality of the disclosing Party's Confidential Information using precautions at least as restrictive as those it takes to protect their own confidential, proprietary and trade secret information (but in no event less than a reasonable degree of care).  Except as expressly authorized by this Agreement, the receiving Party shall not allow others to use, display, copy, disclose, transmit, reverse engineer, disassemble, decompile, or translate all or any part of such Confidential Information without the disclosing Party's prior written consent.  The receiving Party shall limit access to the disclosing Party's Confidential Information to the receiving Party’s employees, contractors, executives, officers and directors who:  (i) have a need to know such Confidential Information to enable that person to perform its, his or her obligations under this Agreement, or to provide legal, accounting or similar professional services to a Party, and (ii) are obligated to protect the confidentiality of such Confidential Information under substantially similar terms as those set forth in this Agreement.  The receiving Party shall be fully and directly responsible and liable to the disclosing Party for any breach of the confidentiality terms of this Agreement by any persons receiving access to the disclosing Party's Confidential Information through or on behalf of such receiving Party.  The disclosing Party shall be entitled to injunctive relief for any breach or threatened breach of this Section 11.2.

11.3        Exclusions.  Excluded from the obligations of this Section 11 is any information that:(i) is known to the receiving Party prior to disclosure by the disclosing Party, as reasonably demonstrated by receiving Party; or  (ii) after disclosure to the receiving Party, is published or otherwise becomes publicly available through no fault of the receiving Party; or (iii) is developed by the receiving Party independently of knowledge of Confidential Information; or (iv) has been rightfully acquired by the receiving Party from a third person without restriction and provided that receiving Party had reasonable grounds to believe that the third person had the right to disclose the information without restriction; or (v) consists of general know-how, processes and techniques, which, although similar in purpose and effect to protected Confidential Information, were not developed using and were not derived from Confidential Information.

11.4       Exceptions for Legal Process.  Further, the receiving Party may disclose Confidential Information to the extent required by applicable law or a court of competent jurisdiction.  However, in that case the receiving Party shall first give the disclosing Party prompt notice of any order or demand requiring such disclosure (unless prevented from doing such by its terms) and, if requested by the disclosing Party shall, at the disclosing Party’s cost and expense, make a reasonable effort to cooperate in the disclosing Party’s efforts to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.

11.5     Each of Customer and OnFrontiers shall independently ensure that it and its employees, subsidiaries, affiliates, agents and sub-contractors are aware of and comply with the provisions of this Section 11.

11.6 Each of Customer and OnFrontiers shall independently take appropriate technical and organizational security measures against unauthorized or unlawful processing of personal information and against accidental loss or destruction of, or damage to, personal information while it is in the possession or under the control of such Party, in accordance with reasonable industry standards.

11.7 Obligations pursuant to this Section 11 shall survive termination of this Agreement for any reason and shall continue for a period of five (5) years from the date of such termination, save that with respect to trade secrets, the obligations shall continue for so long as they remain trade secrets.

12. Authority to Process Personal Data; European and United Kingdom Data Subjects

12.1 Customer represents that (i) any and all Personal Data shared or provided by Customer to OnFrontiers has been lawfully obtained by Customer and (ii) Customer has full legal authority to divulge and transfer such Personal Data to OnFrontiers, and to use and authorize use of such Personal Data for the purposes contemplated by this Agreement.

12.2 In the event that Customer will provide OnFrontiers hereunder with data which is subject to protection pursuant to the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) or the United Kingdom General Data Protection Regulation of 2021 (“UK GDPR”), or successor legislation, Customer must notify OnFrontiers prior to execution of this Agreement, and the Parties will cooperate in good faith to agree a data processing addendum in a form reasonably anticipated to satisfy the requirements of the EU GDPR (the “EU GDPR Data Processing Addendum”) or the UK GDPR (the “UK GDPR Data Processing Addendum”), or successor legislation, as the case may be. In such case, the EU GDPR Data Processing Addendum and/or UK General Data Processing Addendum will modify and form part of this Agreement with respect to the Personal Data processed hereunder to which the EU GDPR and UK GDPR apply.  

13. Insurance

13.1 At all times during the Term of this Agreement, the Customer and OnFrontiers shall each maintain general liability insurance and cyber insurance in such types and amounts as are reasonable and customary with regard to its respective business, and each party shall supply to the other documentation in evidence of same upon request.

14. Exclusivity

14.1 Nothing contained herein will be construed to prohibit OnFrontiers from offering to other Customers products and services with the same or similar functionality to the Services. OnFrontiers acknowledges that Customer is free to implement products and services which are the same as or similar to those provided to Customer by OnFrontiers.

15. Notice

15.1 All notices hereunder (“Notice”) shall be given by email, as follows:

(a) If given to OnFrontiers, such notice will be sent by email to hello@onfrontiers.com; and

(b) If given to Customer, such notice will be sent by email to the address for Customer set out on the Customer’s Order Form or such other email address as may be subsequently notified to OnFrontiers pursuant to the terms hereof.

15.2 Notices shall be deemed delivered upon receipt.

16. Government End Users

The software underlying the Platform and any associated documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to OnFrontiers standard terms and conditions. Unpublished-rights reserved under the copyright laws of the United States.

17. Force Majeure  

17.1 The obligations of both parties will be suspended during the period and to the extent that either Party is prevented from complying with its obligations pursuant to this Agreement by any cause beyond its reasonable control, including but not limited to events such as pandemic, strikes, lock-outs, labor disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, loss of electrical power, loss of telephone / internet / wide area network and similar infrastructure, fire, flood and/or storm.

18. Governing Law; Jurisdiction and Venue

18.1 This Agreement will be governed by the laws of the State of New York, USA, without regard to the conflicts of law provisions of any jurisdiction.  

18.2 To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of New York, USA.

19. Survival

19.1 The provisions of this Agreement which by their terms call for performance subsequent to termination of  this Agreement, shall so survive such termination, whether or not such provisions expressly state that they shall so survive.

20. No Third-Party Beneficiaries

20.1 No third person, including but not limited to any Authorized User of the Services, is intended to be a beneficiary of any term or provision of this Agreement, nor shall they have the right to enforce any obligation of the parties hereunder.  The paragraph is intended to exclude any right of any third person and to displace any presumption of law, which might otherwise arise, whether pursuant to any statute, regulation, common law or equity, or otherwise.

21. Entire Agreement

21.1 This Agreement, including the standards and policies which it expressly incorporates by reference, constitutes the entire agreement between the parties hereto relating to the subject matter hereof and all prior negotiations, agreements and understandings, whether oral or written, are superseded hereby.  No modification or amendment to this Agreement will be effective unless and until set forth in writing and signed by both parties hereto.