Terms of Service

These terms govern your organization's use of the ORA platform. ORA is a business service sold to dealerships, dealer groups, and agencies. It is not a consumer product.

01 This agreement

This agreement is between ORA AI Inc. ("ORA", "we") and the organization that subscribes to the service ("you", "your organization"). It takes effect when you first access the platform or sign an order for it, whichever happens first.

If you accept these terms on behalf of an organization, you confirm you are authorized to bind it. A signed order, statement of work, or quote accepted through our platform forms part of this agreement. Where a signed order conflicts with these terms, the signed order governs.

02 The service

ORA is a hosted platform that lets your organization communicate with its own customers and prospects by text message, multimedia message, email, voice call, and public reply on connected social accounts. It also hosts landing pages, generates trackable short links, records engagement, and reports on results.

Each location or business unit you operate on the platform is a rooftop. Each rooftop is assigned its own telephone number and its own isolated set of records. Data is not shared between rooftops or between organizations.

ORA is a communications and engagement tool. It is not a customer relationship management system of record, a credit bureau, a financing decision system, or a substitute for professional legal or compliance advice.

03 Accounts and access

You are responsible for your users' accounts and for everything done through them. Accounts are individual and must not be shared. Multi-factor authentication is required and cannot be disabled.

Notify us promptly at support@get-ora.ai if you believe an account has been compromised, or when a user leaves your organization so we can help you revoke access.

04 Your data

Your data stays yours. Contact records, message content, and campaign configurations you put into the platform belong to your organization. We do not sell your data, we do not use it to market to your customers on our own behalf, and we do not use one customer's data for the benefit of another.

You grant us the limited licence needed to host, process, transmit, and back up your data in order to provide the service, and to produce aggregated statistics that do not identify your organization, your customers, or any individual.

We handle personal information as described in our Privacy Policy. For your customers' personal information, your organization decides how it is used and we act on your instructions.

You can export your data at any time while your subscription is active. On termination, see section 16.

05 Consent and compliance

This section carries the most commercial risk in the agreement. Read it carefully.

Depending on where your recipients are, that law includes Canada's anti-spam legislation (CASL), the Canadian federal and provincial privacy statutes including Québec's Law 25, and in the United States the TCPA and state telemarketing rules. You are responsible for identifying which apply to you.

The platform is built to help you comply and enforces the following automatically. These controls support your obligations; they do not replace them.

• A record loaded without a consent value recorded is rejected. Consent must be present, whether it is a yes or a no.
• Every send is checked against the recipient's consent and opt-out status immediately before it goes out, and is refused where sending is not permitted.
• An opt-out is permanent for that rooftop and cannot be reversed by a later upload.
• Required unsubscribe mechanisms and sender identification are added to messages.
• A Canadian rooftop may only send to Canadian recipients, and a United States rooftop only to United States recipients.

You must not disable, work around, or attempt to defeat these controls. Doing so is a material breach of this agreement.

You are also responsible for the accuracy of your customer records, for honouring any opt-out you receive outside the platform, and for your own retention obligations.

06 Acceptable use

You must not use ORA to:

• Send messages to people who have not consented, or who have opted out.
• Send purchased, rented, scraped, or otherwise third-party-sourced contact lists.
• Send content that is unlawful, deceptive, defamatory, harassing, hateful, or sexually explicit.
• Misrepresent who is sending the message, or impersonate another business or person.
• Advertise on behalf of a business other than the rooftop the messages are sent from, unless we have agreed to it in writing.
• Send content relating to any product or service we have told you is not permitted on the platform.
• Attempt to access another organization's data, probe or test our security without written authorization, or interfere with the platform's operation.
• Resell, sublicense, or provide the platform to a third party except as permitted in section 9.
• Use the platform to build a competing product, or reverse engineer any part of it.
• Send automated volume beyond the limits we set, or evade rate limits.

Telecommunications carriers and social media platforms impose their own rules on the traffic we carry. You must comply with those rules, and we may block or suspend traffic a carrier or platform requires us to block, without notice.

07 Fees and payment

Fees are set out in your order, quote, or rate card. Unless your order says otherwise, invoices are issued monthly and payable within 30 days.

Fees are exclusive of applicable taxes, which are added. Usage-based charges — including per-message, per-minute, and overage charges — are billed in arrears based on our records of platform activity, which are the authoritative measure.

Overdue amounts may bear interest at 1.5% per month. If an invoice is more than 30 days overdue, we may suspend the service after giving you written notice and a chance to pay.

Fees already incurred are non-refundable, including for messages already sent. We may change pricing on 60 days' written notice; the change takes effect at your next renewal.

08 Connected social accounts

If you connect a Facebook Page or Instagram Business account, you confirm your organization owns or is authorized to manage it, and that connecting it does not breach your agreement with that platform.

You are responsible for the content of automated replies you configure. Replies are published under your own account's identity, not ORA's.

Social platforms control their own access. They may change, restrict, or withdraw the access ORA relies on at any time. We do not guarantee continued availability of any social feature, and a change imposed by a platform is not a breach of this agreement. You can disconnect an account at any time.

09 Agencies, groups, and multi-rooftop arrangements

A dealer group may operate multiple rooftops under one account. An agency may operate rooftops on behalf of its own dealer clients where we have agreed to that arrangement in writing.

Where an agency operates a rooftop for a dealer, the agency is responsible to us for payment and for compliance with these terms, and confirms it has the dealer's authority to act. The agency must ensure its dealer clients are informed of the arrangement, and must not use one dealer client's data for another.

Where you designate an agency to act for you, we may act on that agency's instructions as if they were yours until you tell us in writing to stop.

10 Our intellectual property

The platform, its software, interfaces, documentation, and the ORA name and marks are our property or licensed to us. We grant your organization a non-exclusive, non-transferable right to use the platform during your subscription, for your own business purposes, in accordance with this agreement. No other rights are granted.

If you give us feedback or suggestions, we may use them to improve the platform without owing you anything and without obligation to implement them.

11 Confidentiality

Each of us may learn confidential information about the other. Each of us agrees to protect it with at least reasonable care, to use it only for this agreement, and not to disclose it except to people who need it and are bound to comparable obligations.

This does not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed. Disclosure required by law is permitted, with notice to the other party where legally possible.

12 Availability and support

We work to keep the platform available and will give advance notice of planned maintenance where we reasonably can. Unless your order includes a written service level commitment, the platform is provided without a guaranteed uptime level.

Message delivery depends on telecommunications carriers, email providers, and social platforms we do not control. We are not responsible for delays, filtering, or non-delivery caused by them, or for a recipient's device or carrier settings.

Support is by email at support@get-ora.ai during business hours, Eastern Time.

13 Disclaimers and limitation of liability

14 Indemnity

You will defend and indemnify us against claims, fines, penalties, and reasonable legal costs arising from:

• Messages you sent, including any claim that you lacked consent to send them.
• The content of your messages, landing pages, and social replies.
• Your breach of section 5 or section 6.
• Your customer data, including how you obtained it and any claim by a person whose information you loaded.

We will defend and indemnify you against a third-party claim that the platform itself infringes that party's intellectual property rights, provided you notify us promptly and let us control the defence.

15 Suspension

We may suspend all or part of the service immediately, with notice as soon as practical, if: we reasonably believe a serious compliance or legal risk is present; a carrier or social platform requires it; we detect a security threat or account compromise; sending volume threatens platform stability; or an invoice is materially overdue after notice.

We will limit any suspension to what is necessary and restore service once the cause is resolved.

16 Term and termination

Unless your order says otherwise, the subscription runs month to month and either party may terminate for convenience on 30 days' written notice, effective at the end of the then-current billing month.

Either party may terminate immediately for material breach that is not cured within 15 days of written notice. We may terminate immediately, without a cure period, for a breach of section 5 or section 6 that creates legal exposure or risks our carrier or platform relationships.

On termination:

• Access ends at the end of the paid period. Fees already incurred remain payable.
• You may export your data for 30 days after access ends. Ask us if you need help.
• We delete or de-identify your data within 90 days, except records we are required to keep — in particular consent and opt-out records, which we retain for seven years so that opt-outs continue to be honoured.
• Telephone numbers assigned to your rooftops are released and may be reassigned. Tell us before termination if you need to port a number out.

Sections 4, 10, 11, 13, 14, and 18 survive termination.

17 Changes to these terms

We may update these terms. For a material change we will give at least 30 days' notice by email to your account administrators or through the platform. If you do not accept a material change, you may terminate before it takes effect; continuing to use the platform after that date means you accept it.

18 General

Governing law. This agreement is governed by the laws of the Province of Québec and the laws of Canada applicable there. The courts of the judicial district of Montréal have exclusive jurisdiction, and both parties submit to them.

Language. This agreement is available in English and French. The parties confirm they have required that it be drawn up in English where the English version is used. Les parties confirment avoir exigé que la présente entente soit rédigée en anglais lorsque la version anglaise est utilisée. Where the two versions differ, the French version governs for a party established in Québec.

Assignment. Neither party may assign this agreement without the other's written consent, except to a successor in a merger, reorganization, or sale of substantially all assets.

Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, excluding the obligation to pay.

Entire agreement. This agreement, together with any signed order and the Privacy Policy, is the entire agreement and replaces any prior discussion on the same subject.

Severability and waiver. If a provision is unenforceable, the rest remains in effect. Not enforcing a right on one occasion does not waive it.

Publicity. We will not use your name or logo as a customer reference without your written permission.

19 How to contact us

ORA AI Inc.
Canada
Commercial and support: support@get-ora.ai
Privacy: privacy@get-ora.ai