Frontera Systems, Inc. Platform Terms of Service

Frontera Systems, Inc. and its affiliates, subsidiaries or assigns (collectively, “Frontera,” “we,” “us” or “our”) provides customers (“Customer, “you,” or “your”) AI-powered policy review tools accessible through its platform (the “Platform”). These Platform Terms of Service (the “Terms” or “Terms of Service”) govern your (“Customer,” “you,” or “your”) access to and use of the Platform and the services provided through the Platform (together, the “Services”). Frontera and Customer are each a “Party” and together the “Parties.”

1. LICENSES

A. Ownership of Customer Content. Customer is solely responsible for any and all text, files, documents, graphics, images, music, software, audio and video content (collectively, “Customer Content”) that Customer transmits to the Platform or otherwise make available to Frontera, including copies of insurance polices and other claims-related files. For avoidance of doubt, Customer Content includes any data that Customer directly submit, upload or otherwise make available to Frontera on the Platform (“Inputs”). These Inputs may then be processed by Frontera to generate certain data, information, or content that is returned through the Services (“Output”). As between the Parties, Frontera does not claim ownership of Customer Content, and any rights in and to Customer Content are retained by Customer. 

B. License to Customer Content. Customer hereby grants to Frontera a limited, non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer, and display all Customer Content for the purpose of providing the Services. Customer understands that to build and deliver a great product, Frontera improves the Services using Usage Data and aggregated and anonymized Customer Content. Accordingly, notwithstanding the foregoing, in compliance with applicable laws, these Terms of Service, and the DPA, Frontera may: (i) during and after the Term, use Usage Data to develop, improve, support, secure, market, and operate the Services; and (ii) improve the Services through training artificial intelligence models with Customer Content. As used herein, “Usage Data” means data and other information pertaining to Customer’s use of the Services, including, but not limited to, the number of contracts processed and analyzed, the number of tasks created and completed, the number of searches or reports run, and the frequency of log-ins.

C. Frontera’s Proprietary Rights. The Platform and underlying technology contain content provided by us and our licensors (“Frontera Materials”). We and our licensors (including other users) own and retain all proprietary (including all intellectual property) rights in the Frontera Materials and the Platform). We hereby grant Customer a limited, revocable, non-sublicensable, non-transferable license under the intellectual property rights licensable by us to download, view, copy, and print content made available to Customer via the Platform from Frontera solely in connection with using the Platform for the duration of the Subscription Term. Except as provided in the foregoing, Customer agrees not to: (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, adapt or create derivative works based on Frontera Materials or the Platform; or (ii) rent, lease, loan, or sell access to “Frontera,” and other marks and logos appearing on the Platform that are trademarks of Frontera. The trademarks, logos, and service marks (“Marks”) displayed on the Platform are our property or the property of third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Mark.

D. Feedback. Customer may submit comments, suggestions, ideas, or other feedback to Frontera related to the Services or the Platform (together, “Feedback”). Customer hereby grants Frontera a perpetual and irrevocable license to use and exploit any portion of Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. Any Feedback provided by Customer is “AS IS” and Frontera will not attribute to Customer any Feedback used.

2. THE PARTIES’ OBLIGATIONS

A. The Parties represent and warrant that they each: (i) have full power and authority to enter into these Terms of Service; and (ii) will comply with applicable laws in connection with their obligations under these Terms of Service.

B. Customer agrees that by submitting or authorizing Customer Content for use on the Platform, Customer has reviewed and understands these Terms of Service. Customer understands that Customer may be liable if Customer Content or other use of the Platform violates applicable law or any third-party right.

C. Customer agrees to not:

  • Impersonate another person, or his or her email address, or misrepresent your current or former affiliation with a Customer;

  • Create user accounts under false or fraudulent pretenses, create or use an account for anyone other than yourself, or create multiple active user accounts to post multiple reviews for the same company;

  • Post Customer Content when do not own or have the right to post such content in accordance with these Terms of Service;

  • Violate these Terms of Service, the terms of your agreements with us, or any applicable law, rule or regulation;

  • Post Customer Content when such content is defamatory, libelous, or fraudulent; you know such content to be false or misleading; or such content does not reflect your honest opinion and experience;

  • Act in a manner that is harassing, threatening, abusive, racist, bigoted, or is otherwise objectionable (as determined by Frontera);

  • Promote, endorse, or further illegal activities;

  • Disclose information in violation of any legally enforceable confidentiality, non­ disclosure or other contractual restrictions or rights of any third party, including any current or former employers or potential employers;

  • Violate the privacy, publicity, copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any third party;

  • Post anything pornographic or sexually explicit in nature, or engage in the exploitation of persons in a sexual or violent manner;

  • Solicit personally identifying information from minors;

  • Except as expressly approved by us, and subject to applicable laws, use Frontera or the Platform for commercial activities and/or promotions such as contests, sweepstakes, barter, pyramid schemes, advertising, affiliate links, or other forms of solicitation;

  • Imply a Frontera endorsement or partnership of any kind without our express written permission;

  • Introduce software or automated agents to Frontera or the Platform, or access Frontera or the Platform so as to produce multiple accounts, generate automated messages, or to scrape, strip or mine data from Frontera or the Platform without our express written permission;

  • “Frame” or “mirror” or otherwise incorporate part of the Platform into any website, or “deep-link” to any portion of the Platform without our express written permission. Reproduce, distribute, copy, modify, or create derivative works of the Platform or any content on the Platform (excluding Customer Content) without our express written permission;

  • Copy or use the information, content, or data on the Platform in connection with a competitive service, as determined by Frontera;

  • Sell, resell, rent, lease, loan, trade, or otherwise monetize access to Frontera or the Platform or any content (excluding Customer Content) without our express written permission;

  • Interfere with, disrupt, modify, reverse engineer, or decompile any data or functionality of the Platform;

  • Interfere with, disrupt, or create an undue burden on Frontera or the Platform or the networks or services connected to Frontera or the Platform; or

  • Introduce any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to Frontera or the Platform or attempt to circumvent any security feature of the Platform.

D. The Parties agree to the Customer Personal Data Processing Addendum (“DPA”) set forth in Exhibit A, which is incorporated herein by reference. As further described in the DPA, Frontera will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content and any Personal Data processed, stored, collected, or transmitted by the Services. 

3. CONFIDENTIALITY

A. “Confidential Information” means any non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

B. Obligations. The Receiving Party agrees (i) to use the same degree of care as it uses to protect its own confidential information, but not less than reasonable care; (ii) not to disclose or use any Confidential Information for any purpose outside the scope of these Terms of Service; and (iii) to limit access to Confidential Information to its employees, contractors, and agents who have a need to know and are subject to confidentiality obligations.

C. Exclusions. Confidential Information does not include information that (i) is or becomes publicly known without breach of any obligation; (ii) was known to the Receiving Party before disclosure; (iii) is received from a third party without breach of any obligation; or (iv) was independently developed by the Receiving Party.

D. Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or regulation, provided it gives prompt notice to the Disclosing Party (unless prohibited by law) and cooperates in seeking confidential treatment.

4. GENERAL PAYMENT TERMS

When you make a payment on the Platform (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). 

You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non- refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars.

You are responsible for all bank fees related to any transactions or failed transactions (e.g. chargebacks from your bank or credit card provider) initiated by you, including any domestic or international transaction fees.

5. SUBSCRIPTION FEES

You may subscribe to our Services through either a monthly or annual subscription (each a “Subscription Plan”). The fees for each Subscription Plan and the associated term (the “Subscription Term”) can be found in Order Form executed between the Parties.

When you purchase a Monthly or Annual Subscription, you will be charged the applicable Subscription Fees, plus any applicable taxes and charges at the beginning of your Subscription and at each renewal period thereafter, based on the term you select and the then-current Subscription Fee, subject to applicable law.

A. Monthly Subscriptions Terms. By purchasing a Monthly Subscription, you authorize Frontera to initiate recurring, non-refundable monthly payments. If you purchase a Monthly Subscription, we (or our third-party payment processor) will automatically charge you monthly from the commencement of your Subscription using the payment information you have provided until you cancel.

B. Annual Subscriptions Terms. By purchasing an Annual Subscription, you authorize Frontera to initiate a single, non-refundable annual payment at the then-current annual rate for the tier selected. Your Annual Subscription will automatically renew for additional one-year terms unless cancelled prior to the renewal date. You will be notified in advance of any price changes prior to your renewal.

By agreeing to these Terms of Service and electing to purchase a Subscription Plan, you acknowledge that your Subscription Plan has a recurring payment feature and you accept responsibility for all recurring payment obligations prior to cancellation by you or Frontera. Your Subscription Term will continue to automatically renew until cancelled by you or terminated by Frontera in accordance with these Terms of Service.

6. THIRD PARTY SERVICES

Customer may choose to use the Services in conjunction with third-party products, services, or platforms (“Third-Party Systems”). Customer acknowledges that (a) use of Third-Party Systems is subject to separate terms between Customer and the provider of such systems, and (b) Frontera is not responsible for any issues arising from Customer’s use of Third-Party Systems.

7. TERM AND TERMINATION

A. Term. The term of these Terms of Service will begin on the date you begin our Subscription Plan Date and will continue thereafter until your Subscription Plan expires or is canceled. 

B. Mutual Right to Terminate For Cause. These Terms of Service may be terminated (i) by either Party if the other Party breaches or violates a material obligation under these Terms of Service and does not cure such violation or breach within thirty (30) days after receiving written notice thereof from the non-breaching Party, (ii) as expressly set out in these Terms of Service, or (iii) by either Party if the other Party provides proof that it made a general assignment for the benefit of creditors, suffered or permitted the appointment of a receiver for its business or assets, or availed itself of or became subject to any proceeding under the US Federal Bankruptcy Act or any other foreign or domestic statute, law, rule or regulation relating to insolvency or the protection of rights of creditors. If Customer terminates these Terms of Service due to Frontera’s uncured breach of a material obligation, then Frontera will refund Customer a prorated amount of the prepaid annual Subscription Fees paid by Customer to Frontera for the terminated Services based on the effective date of termination of these Terms of Service and Customer will not be liable to pay Subscription Fees due for the unused portion of the remainder of the applicable Subscription Term. If Frontera terminates these Terms of Service due to Customer’s uncured breach of a material obligation, Frontera will not refund any Subscription Fees or other amounts paid by Customer and Customer remains liable for payment of all Subscription Fees due under these Terms of Service.

C. Effect of Termination. Upon expiration or termination for any reason, Customer will discontinue all use of the Services. Upon written request by Customer, within thirty (30) days following the expiration or termination of these Terms of Service and in the format that Frontera generally makes available to its customers, Frontera will make available to Customer all Customer Content that’s then-capable of being exported from the Services and then-stored in Customer’s Frontera account. Any non-standard file or data formats or delivery mechanism must be mutually agreed upon between the parties and may be subject to additional mutually agreed upon fees. After such thirty (30) day period, Frontera will have no further obligation to retain any Customer Content and Customer consents to deletion by Frontera, except that Frontera may retain (i) relevant information for financial reporting, compliance, or other legal purposes; (ii) any information derived from with Customer Content used to train or improve its models; and (iii) any Customer Content that has been deidentified or aggregated in a manner that it cannot reasonably identify any natural person or Customer. Any Customer Content retained by Frontera will continue to be protected by applicable terms of these Terms of Service and the DPA. The Parties agree that the payment obligations of either Party, Sections 4-5, 9-13, and other provisions that reasonably should survive to interpret the obligations or Parties’ intent of these Terms of Service will survive any expiration or termination of these Terms of Service.

8. INDEMNIFICATION FROM THIRD PARTY CLAIMS

A. Indemnification By Frontera. Subject to the terms set forth in this Section 6, at its expense, Frontera will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (defined below) brought against them, and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that’s awarded to a third party under any Frontera-approved settlement of any such Customer Claim. A “Customer Claim” means a third party claim, suit, or proceeding alleging that the Services, when used as intended, infringe or misappropriate the intellectual property rights of a third party. If any portion of the Services is subject to a Customer Claim that prohibits or impairs Customer’s use of the Services, Frontera will, at its own cost and discretion, either procure for Customer the right to continue the Services or modify the Services so that they are non-infringing but retain materially equivalent functionality. If neither of the foregoing options are available on terms that are commercially reasonable for Frontera, then Frontera may terminate Customer’s right to access and use such portion of the Services subject to the Customer Claim, and Frontera will refund Customer any prepaid Fees for the unused portion of the applicable terminated Service’s Subscription Term, prorated from the effective date of termination.

B. Indemnification by Customer.  Subject to the terms set forth in this Section 6, at its expense, Customer will defend Frontera and its personnel, successors, and assigns from and against any Frontera Claim (defined below) brought against them, and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Frontera Claim or that’s awarded to a third party under any Customer-approved settlement of any such Frontera Claim. A “Frontera Claim” means a third party claim, suit, or proceeding alleging that the Customer Content, when processed or used as allowed under these Terms of Service, violate, misuse, infringe, or misappropriate the intellectual property, propriety, privacy, or other rights of a third party.

C. Indemnification Procedures. A Party seeking indemnification hereunder (“Indemnitee”) must promptly notify in writing the other Party (“Indemnitor”) of any claim for which defense and indemnification is sought per this Section 8. Each Party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other Party. Indemnitor has the sole right to control the defense of any claim for which it is providing indemnification hereunder with its choice of counsel, and such control extends to all negotiations relating to the settlement of any such claim (except that Indemnitor may not make any admissions on Indemnitee’s behalf or settle the claim unless the settlement unconditionally releases Indemnitee of all liability). Indemnitee understands that Indemnitor’s obligations under this Section 8 will be limited to the extent a court of final jurisdiction finds that Indemnitee contributed to the claim. Indemnitee may, at its own cost and expense and election, participate in the defense of any such claim. To the extent covered under this Section 8, indemnification is each Party’s sole and exclusive remedy under these Terms of Service for any third party claims.

D. Mutual Limitation to Indemnification Obligations. Neither Party’s defense or indemnification obligations under these Terms of Service will apply or will be comparatively reduced to the extent the underlying allegation arises from the Indemnitee’s fraud, gross negligence, willful misconduct, violation of any applicable law, or breach of any of its obligations under these Terms of Service. Frontera’s defense and indemnification obligations will not apply or will be comparatively reduced to the extent a Customer Claim arises from: (i) any Customer Content if used by Frontera as permitted under these Terms of Service; (ii) any modification to the Services made by Customer, or a party at the direction of Customer without Frontera’s prior written consent if the Customer Claim would have been avoided in the absence of such modification; or (iii) Customer’s use of the Services in breach of these Terms of Service (any of the foregoing subsections (i) to (iii) are “Exclusions”).

9. MUTUAL LIMITATIONS ON LIABILITY

A. Aggregate Liability and Exclusion of Certain Types of Damages. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND SUBJECT TO SECTION 13(B) BELOW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CLAIM WILL BE LIMITED TO THE ACTUAL AND PROVEN DIRECT DAMAGES INCURRED, UP TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER AND ALL ORDER FORMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND SUBJECT TO SECTION 13(B) BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.

B. Exceptions and Interpretation. Notwithstanding anything to the contrary in these Terms of Service and to the maximum extent allowed under applicable law, Section 13(a) above will not apply to: (i) the amounts incurred by a Party when acting as an Indemnitor under Section 12 above; (ii) Customer’s obligation to pay all Fees due under these Terms of Service or (iii) actual and proven damages incurred by a Party arising from the other Party’s intentional misconduct, fraud, or gross negligence. 

Notwithstanding anything to the contrary in these Terms of Service and to the maximum extent allowed under applicable law, a Party’s aggregate liability to the other arising out of claims pursuant to: (A) its breach of its confidentiality obligations as a Receiving Party set forth in Section 3, will be limited to actual and proven damages in an amount not to exceed three (3) times the amount paid or payable by Customer to Frontera under these Terms of Service during the 12-month period immediately preceding the incident giving rise to the claim.

10. WARRANTIES AND DISCLAIMERS

A. Each Party warrants to the other that it is duly authorized to execute these Terms of Service and perform the obligations set forth herein. Customer warrants that it has all rights and permissions to grant to Frontera the license and rights in and to Customer Content expressly set out in these Terms of Service. Frontera warrants to Customer that the Services, as delivered and when used as intended, will be free from material defects. 

B. In the event of any breach of the foregoing warranties, Frontera will, as its sole liability and Customer’s sole remedy diligently remedy any deficiencies that cause the Services as applicable, to not conform to the foregoing warranty. If Frontera determines this remedy to be impracticable, or otherwise is unable to provide a workaround within thirty (30) days of Customer notifying Frontera of the defect, then Customer may terminate the Agreement as an uncured material breach in accordance with Section 8(b) above. Frontera will not be liable to the extent that any breach of the foregoing warranties are caused by any Exclusions.

C. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION, THE PLATFORM, FRONTERA MATERIALS, AND THE SERVICES ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. FRONTERA DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, THE SERVICES, THE OUTPUT, OR THE FRONTERA MATERIALS WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FRONTERA, OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING THE SERVICES NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SERVICES AND ITS CONTENT AND DATA MAY BE PROVIDED BY FRONTERA FROM TIME TO TIME WITHIN THE SERVICES.

D. By using the Services, Customer acknowledges and accept the following: 

The AI technologies used in connection with the Services (the “AI Technology”) may result in incorrect, unreliable or offensive Output that does not represent the views of Frontera;

  • Any Output pertaining to medical, legal, insurance, financial, public adjusting or other professional advice is for informational purposes only and is not a substitute for advice from a qualified professional; 

  • Output may not be unique and other users may generate the same or similar output through use of AI Technology, including the Services; and 

  • Customer should use discretion before instructing AI Technology to take any actions on its behalf, and is solely responsible for monitoring and approving any such actions;

  • Customer will use discretion before relying on, publishing, or otherwise using Output. 

11. GENERAL PROVISIONS

A. Assignment. Customer may not transfer or assign Customer’s rights under these Terms of Service, in whole or in part, without the prior written consent of Frontera, except that Customer may, without obtaining the prior written consent of Company, transfer and assign Customer’s rights under these Terms of Service in connection with a merger, acquisition or sale of all or substantially all of Customer’s assets to which these Terms of Service relates (each, a “Permitted M&A Transaction”). Any attempted assignment in violation of the foregoing is void. If Customer transfers or assigns Customer’s rights under these Terms of Service pursuant to a Permitted M&A Transaction, Customer agrees to promptly inform Company of the identity and address of the other party involved in the Permitted M&A Transaction. Frontera may freely transfer or assign its rights under these Terms of Service. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

B. Entire Agreement. These Terms of Service, including the DPA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements.

C. Headings.  The section headings used in these Terms will not be given any legal import.

D. Amendments. These Terms of Service may be modified only by a written agreement that is signed by authorized representatives of both Parties and identifies itself as an amendment to these Terms of Service, provided that Frontera may modify these Terms of Service at any time upon notice to Customer, with such modification to be effective on the next renewal term of these Terms of Service

E. Force Majeure. Neither Party will be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, or government actions.

F. Independent Contractors. The Parties are independent contractors. These Terms of Service does not create any agency, partnership, or joint venture. Frontera is not an agent or a representative of Customer or any insured, and Frontera does not act on behalf of any such entity or aid, advise or assist any insured.

G. No Insurance or Legal Advice. Frontera is neither a lawyer nor a public adjuster, and it is not licensed as such. Frontera does not provide advice or services as a lawyer or public adjuster, nor are any of its statements or actions a substitute for legal or public adjusting advice or services.

H. Notices. Either party may give notice to the other party by means of electronic mail, which will constitute written notice under these Terms of Service Customer must give notice to Lexion in writing by email at contact@frontera.com. Frontera will provide notice to Customer at the email provided by Customer or to the mailing address designated on the most current Order Form (or the then-current mailing address provided by Customer).

I. No Waiver. Failure to enforce any provision of these Terms of Service will not constitute a waiver.

J. Severability. If any provision is found unenforceable, the remainder will remain in full force and effect.

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EXHIBIT A
DATA PROCESSING ADDENDUM

This Data Processing Addendum (the “DPA”) is entered into by and between Customer and  Frontera in connection with the “Agreement” pursuant to which Frontera will provide Services to Customer.

In the course of providing the Services to Customer, Frontera may Process Personal Data on behalf of Customer, and the Parties agree to comply with the following provisions with respect to any Personal Data.

1. DEFINITIONS

“Customer Personal Data” means any Personal Data in Customer Content Processed by Frontera (or a Sub-processor) on behalf of Customer pursuant to or in connection with the Agreement.

“Controller” means the definition of a controller, business, or equivalent term under Data Protection Laws. 

“Data Protection Laws” means any applicable international, national, federal, state, local, municipal, or territorial law, regulation, rule, guideline, guidance, or industry standard concerning or relating to data privacy, security, or breach notification, including, to the extent applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and its implementing regulations, the Colorado Privacy Act and its implementing regulations, and any other applicable state privacy law.. 

“Data Subject” means the definition of a data subject, consumer, or an equivalent term under Data Protection Laws. 

“Personal Data” means any data that constitutes “personal data,” “personal information,” “personally identifiable information,” “nonpublic personal information,” “personal health information,” or an equivalent term under Data Protection Laws. 

“Process” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, and any other action that constitutes as “processing” or an equivalent term under Data Protection Laws.

“Processor” means the definition of a processor, service provider, or an equivalent term under Data Protection Laws. 

“Security Incident” means any actual or reasonably suspected unauthorized access, disclosure, misappropriation, theft, loss, acquisition, use, modification, or altering the availability of Customer Personal Data.

 “Sub-Processor” means any person appointed by or on behalf of the Parties to Process Personal Data on behalf of the Parties.

2. PROCESSING OF CUSTOMER PERSONAL DATA

A. Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Customer Personal Data, Customer is the Controller and Frontera is the Processor.

B. Customer Authority. Customer represents and warrants that it is and will at all relevant times remain duly and effectively authorized to give the instructions set forth in Section 2.3 below on behalf of itself.  Customer will have the sole authority to determine the purposes for and means of Processing the Customer Personal Data.  

C. Frontera’s Processing of Customer Personal Data. 

  • Frontera will only Process Customer Personal Data for the purpose of providing the Services and in accordance with Customer’s written instructions, including the provisions of this DPA.

  • Frontera is prohibited from Processing Customer Personal Data for any purpose or in any manner not specifically authorized by this DPA.

  • Frontera is prohibited from selling, renting, leasing, licensing, or sharing for purposes of cross-contextual or targeted advertising any Customer Personal Data.

  • Frontera will at all times fully comply with applicable obligations of Data Protection Laws and will immediately notify Customer if Frontera decides it can no longer meet its obligations under Data Protection Laws.  

  • Customer reserves the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Data.

  • This DPA is the Customer’s complete and final instructions to Frontera for the Processing of Customer Personal Data.

D. Details of the Processing. The details of this Processing are to provide Customer with the Services, as further described in the Order Form.

3. FRONTERA PERSONNEL

A. Frontera will restrict its employees from Processing Customer Personal Data without authorization by Frontera and will limit the Processing to that which is needed for the specific individual’s job duties in connection with Frontera’s provision of the Services. 

B. Frontera will ensure that all of its employees that Process Customer Personal Data will be subject to contractual duties to: (i) keep confidential all Customer Personal Data; (ii) follow appropriate data security measures that, at a minimum, must meet the requirements of this DPA and Data Protection Laws; and (iii) fully cooperate with Customer with respect to Data Subject requests in accordance with Section 6. 

4. SUB-PROCESSORS

Sub-Processing Agreement; Liability. Frontera has or will enter into a written agreement with each Sub-processor (the “Sub-Processing Agreement”) containing data protection obligations not less protective than those in this DPA with respect to Customer Personal Data, to the extent applicable to the nature of the Services provided by such Sub-processor.  Frontera will be liable for the acts and omissions of its Sub-processors to the same extent Frontera would be liable if performing the Services of each Sub-processor directly under the terms of this DPA.

5. SECURITY

Frontera will implement and maintain all technical, organizational, and physical security measures necessary to protect the availability, confidentiality, and integrity of Customer Personal Data.  Such measures will, at a minimum, meet the requirements set forth in Data Protection Laws. 

6. DATA SUBJECT RIGHTS

A. Cooperation for Data Subject Requests.  Frontera will assist and fully cooperate with Customer in responding to any Data Subject requests (including, but not limited to, requests for access, correction, deletion, portability, and to opt-out) received by Customer.  

B. Responding to Data Subjects. In the event that Frontera or a Sub-processor receives a Data Subject request relating to Customer Personal Data, Frontera will notify Customer in writing with 3 (three) days.  Frontera will respond to the request according to instructions by Customer to either: (1) act on behalf of Customer in responding to the request or (2) inform the Customer Personal Data Subject that the request cannot be acted upon because the request has been sent to a Processor.

7. SECURITY INCIDENT RESPONSE

A. Frontera will report a Security Incident to Customer as soon as practicable, but no later than forty-eight (48) hours after becoming aware of such Security Incident, such notification to be provided in writing (by email) to Customer.

B. Following Frontera’s notification to Customer of a Security Incident, the Parties will coordinate with each other to investigate the Security Incident.  Frontera agrees to reasonably with Customer in the investigation of any Security Incident.

C. Frontera agrees that it will not inform any third party of any Security Incident without first obtaining Customer’s prior written consent, other than to inform a complainant that the matter has been forwarded to Customer’s legal counsel.  Further, Frontera agrees that Customer will have the sole right to determine: (a) whether notice of the Security Incident is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation, or otherwise in Customer’s discretion; and (b) the contents of such notice, whether any type of remediation may be offered to affected individuals, and the nature and extent of any such remediation.;

8. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

Frontera will reasonably cooperate with Customer with respect to any data protection assessment, data protection impact assessments, privacy risk assessment, or equivalent requirement under Data Protection Laws. 

9. RETURN OR DESTRUCTION OF PERSONAL DATA

At Customer’s election, made by written notice, the Frontera will delete all copies of Customer Personal Data Processed by Frontera, unless Data Protection Laws require the storage of the Customer Personal Data.  When destroying Customer Personal Data, Processor will take commercially reasonable measures designed to ensure that data cannot be recovered, reconstructed, or re-identified.

10. AUDIT

At Customer’s written request, Frontera will provide Customer all information reasonably necessary to demonstrate compliance with Data Protection Laws and this DPA.  Without prejudice to Customer’s other rights and remedies under this DPA, if Frontera’s responses reveal that Frontera it has not acted in accordance with this DPA, Frontera will, as soon as reasonably practical, remedy such failures.

11. SEVERANCE 

If any provision of this DPA (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity and enforceability of any other provision of this DPA will not be affected.