Enterprise Terms and Conditions

These Enterprise Terms and Conditions ("Enterprise Terms") supplement the Frontal Terms of Service and apply to Customers who have entered into an Order Form with Frontal Labs, Inc. ("Frontal," "we," "us," or "our") for enterprise-grade Services. In the event of a conflict, the applicable Order Form controls over these Enterprise Terms, and these Enterprise Terms control over the Terms of Service. Capitalized terms not defined here have the meanings given in the Terms of Service.

1. ENTERPRISE SERVICES

1.1 Order Forms. Enterprise Services are provided under one or more Order Forms signed by both parties. Each Order Form incorporates these Enterprise Terms and the Terms of Service. Multiple Order Forms may be in effect simultaneously, and each constitutes a separate contract.

1.2 Statement of Work. Professional services, implementation, migration, training, custom development, or consulting services are governed by a Statement of Work ("SOW") referencing these Enterprise Terms. Unless otherwise stated in a SOW, professional services are provided on a time-and-materials or fixed-fee basis as specified.

1.3 Affiliate Participation. The Customer's Affiliates may purchase Services under the Customer's Order Form and these Enterprise Terms by executing an Order Form addendum. The Customer guarantees its Affiliates' compliance with these Enterprise Terms and is jointly and severally liable for its Affiliates' obligations.

2. TERM AND RENEWAL

2.1 Initial Term. The initial term is set forth in the Order Form.

2.2 Renewal. At the end of the initial term, the subscription will automatically renew for successive renewal terms of 12 months (or the duration specified in the Order Form) at the same pricing and discount structure as the expiring term, subject to an annual price adjustment not to exceed 5% of the prior year's pricing, unless:

either party provides written notice of non-renewal at least 60 days before the end of the then-current term; or
a different renewal term, pricing escalation, or non-renewal notice period is specified in the Order Form.

2.3 Committed Spend. If the Order Form specifies a minimum commitment or committed spend, the Customer must pay the committed amount regardless of actual usage during the term.

2.4 True-Up. At the end of each contract year (or period specified in the Order Form), if Customer's actual usage exceeds the committed amount, Customer will pay for the excess at the rates specified in the Order Form. If no overage rate is specified, the same per-unit rate as the committed pricing applies.

3. ENTERPRISE PRICING AND PAYMENT

3.1 Pricing. Pricing is set forth in the Order Form. Pricing may include volume discounts, reserved capacity pricing, committed-use discounts, and custom rates.

3.2 Invoicing. Unless otherwise specified in the Order Form:

Recurring Fees are invoiced annually in advance.
Usage-based Fees are invoiced monthly in arrears.
Professional services Fees are invoiced as specified in the applicable SOW.
Payment is due within 30 days of invoice date.

3.3 Purchase Orders. If the Customer requires a purchase order ("PO"), the Customer must provide a valid PO at the time of Order Form execution. Frontal will reference the PO number on invoices. The Customer's failure to issue a PO does not relieve the Customer of its payment obligations. Pre-paid Fees are due regardless of PO status.

3.4 Most Favored Customer. If Frontal offers pricing to a similarly situated customer that is materially more favorable than the pricing in the Customer's Order Form for the same Services under similar volume and term commitments, and the Customer provides written notice with evidence, Frontal will review and, if verified, adjust the Customer's pricing prospectively. This provision applies only if specified in the Order Form.

4. SECURITY AND COMPLIANCE

4.1 Security Review. Upon execution of a non-disclosure agreement, Frontal will provide the Customer with:

Summary of Frontal's information security program.
SOC 2 Type II report (most recent).
Responses to a reasonable security questionnaire (standard industry format).
Summary of penetration testing and vulnerability management program.
Business continuity and disaster recovery program summary.

4.2 Audit Rights. In addition to the audit rights in the Data Processing Agreement, Enterprise Customers may conduct a security audit of Frontal's systems used to provide the Services, subject to:

At least 30 days' advance written notice.
No more than once per 12-month period (unless a security incident involving Customer Data occurred).
Scope limited to controls relevant to the Services provided to the Customer.
Customer and its representatives executing a non-disclosure agreement.
Audit conducted during business hours without unreasonable disruption.
Customer bearing all costs and expenses.
Third-party auditor must be mutually agreed and not a competitor of Frontal.

4.3 Right to Audit Reports. Frontal will provide the following upon Customer's request: (a) a summary of its most recent third-party security audit or certification, if any; (b) a summary of its most recent independent penetration test; and (c) responses to a standard industry security questionnaire (CAIQ or equivalent). If these materials satisfy Customer's audit requirements, a remote audit is not warranted.

4.4 Security Certification Roadmap. Frontal's information security program is designed and implemented to align with ISO/IEC 27001:2022, SOC 2 Trust Services Criteria (Security, Availability, and Confidentiality), and the NIST Cybersecurity Framework. Frontal's certification roadmap is as follows:

(a) Phase 1 (Current State): Frontal maintains documented security policies and implements the technical and organizational controls described in the Data Protection Policy, Data Encryption Policy, and Data Classification Policy. Frontal will complete its first independent third-party penetration test within 6 months of the Effective Date, and annually thereafter. The executive summary of each penetration test is available upon request.

(b) Phase 2 (SOC 2 Type I): Frontal will engage a qualified independent auditor and target completion of a SOC 2 Type I audit (point-in-time assessment of control design) within the period specified in the Order Form or, if not specified, within 12 months of the Effective Date.

(c) Phase 3 (SOC 2 Type II and ISO 27001): Following successful completion of SOC 2 Type I, Frontal will target completion of SOC 2 Type II reporting (assessment of control operating effectiveness over a minimum 6-month period) and ISO/IEC 27001:2022 certification within the period specified in the Order Form or, if not specified, within 24 months of the Effective Date.

(d) Progress Reporting and Remedies: Frontal will provide quarterly written updates on its certification progress and notify Customer promptly upon achieving each milestone. If Frontal fails to meet a Phase 2 or Phase 3 milestone by the target date, and the delay is not due to circumstances beyond Frontal's reasonable control, Customer may, as its sole remedy for such delay: (i) for the first 90 days of delay, receive a 5% reduction in monthly recurring Fees for the affected Services; and (ii) if the delay exceeds 180 days beyond the target date, terminate the affected Services without penalty and receive a pro-rata refund of prepaid unused Fees. "Diligently pursuing" means that Frontal has engaged a qualified independent auditor, is actively undergoing the audit process, and has not suspended or cancelled the engagement.

(e) Compensating Controls: Until SOC 2 Type II and ISO 27001 certifications are obtained, Frontal will provide: (i) its written information security policy; (ii) responses to a standard security questionnaire (CAIQ or equivalent); (iii) an executive summary of its most recent penetration test; and (iv) upon reasonable request, evidence of specific security controls relevant to the Services.

5. CUSTOMER-SPECIFIC CONFIGURATIONS

5.1 Dedicated Infrastructure. Where the Order Form specifies dedicated or single-tenant infrastructure, Frontal will deploy the Services in an environment dedicated to that Customer. The Customer may have additional configuration, access, and monitoring capabilities as specified.

5.2 Private Connectivity. Where the Order Form specifies private connectivity (e.g., AWS PrivateLink, Azure Private Link, direct interconnect), Frontal will configure the Services to be accessible over the private connection.

5.3 SSO Integration. Enterprise Customers may integrate the Services with their identity provider using SAML 2.0, OIDC, or other supported protocols. Frontal will provide reasonable assistance with SSO configuration.

5.4 Data Residency. Where the Order Form specifies data residency requirements, Frontal will configure the Services to store Customer Data at rest within the specified geographic regions, subject to the capabilities of the selected Services and infrastructure providers. Data residency does not extend to Subprocessor access for support purposes, which may involve access from other locations subject to appropriate safeguards.

5.5 Custom Backup and Retention. Where the Order Form specifies custom backup schedules or extended retention periods beyond those in the Data Retention Policy and Data Backup and Recovery Policy, Frontal will configure those parameters for the Customer's environment. Additional Fees may apply.

6. TERMINATION

6.1 Termination for Convenience. Neither party may terminate an Order Form for convenience except as expressly permitted in the Order Form. If an Order Form is terminated for convenience, any early termination Fee specified in the Order Form applies.

6.2 Termination for Material Breach. Either party may terminate an Order Form if the other party materially breaches its obligations and fails to cure within 30 days of written notice detailing the breach. If Frontal terminates for Customer's material breach, Customer will pay all outstanding Fees incurred through the date of termination plus an early termination charge equal to 50% of the Fees that would have been payable for the remainder of the then-current term, as liquidated damages reflecting the parties' reasonable estimate of Frontal's loss from early termination. If Customer terminates for Frontal's material breach, Customer is entitled to a pro-rata refund of prepaid unused Fees.

6.3 Insolvency. Either party may terminate if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or similar official appointed.

6.4 Effect of Termination. Upon termination of an Order Form, the provisions of the Terms of Service regarding termination apply. Customer must cease use of the applicable Services and Frontal will delete Customer Data in accordance with the Data Disposal Policy.

6.5 Transition Assistance. Upon termination (other than for Customer's breach), Frontal will provide reasonable transition assistance for up to 30 days to facilitate data export and migration. Transition assistance beyond 30 days or involving professional services is billable at Frontal's then-current rates. The Customer must pay all outstanding Fees, including Fees accruing during the transition period.

7. INSURANCE

Frontal will obtain and maintain the following minimum insurance coverage prior to the effective date of the first Order Form and throughout the term, with insurers having an A.M. Best rating of A- or better:

Commercial General Liability: $1,000,000 per occurrence and $2,000,000 aggregate.
Technology Errors and Omissions (Professional Liability): $2,000,000 per claim and aggregate.
Cyber Liability (including data breach response, notification costs, and regulatory defense): $2,000,000 per claim and aggregate.
Workers' Compensation: Statutory limits as required by applicable law.
Employer's Liability: $500,000.

Frontal may satisfy the Cyber Liability and Technology E&O requirements through a combined policy. Upon request, Frontal will provide a certificate of insurance confirming coverage within 10 business days. Frontal will use commercially reasonable efforts to increase coverage amounts as the business grows. Coverage amounts will not be reduced below these minimums during the term without 30 days' notice to Enterprise Customers. Higher coverage limits may be negotiated in the Order Form.

8. REPRESENTATIONS AND WARRANTIES

8.1 Frontal represents and warrants that:

The Services will perform materially in accordance with the Documentation.
The Services do not contain any viruses, Trojan horses, worms, or other malicious code designed to harm Customer's systems or data.
Frontal has all rights necessary to grant the licenses and provide the Services as contemplated by the Order Form.
Frontal will not materially decrease the overall functionality of the Services during the term of an Order Form.

8.2 The Customer represents and warrants that it has obtained all rights, consents, and permissions necessary to provide Customer Data to Frontal.

9. LIABILITY

9.1 The limitations of liability in the Terms of Service apply, except as modified by this Section.

9.2 Frontal's total aggregate liability for all claims arising out of or relating to an Order Form will not exceed the greater of: (a) the Fees paid or payable by Customer under that Order Form during the 12 months preceding the event giving rise to liability; or (b) $500,000 USD.

9.3 The exceptions to the liability cap in Section 11.3 of the Terms of Service remain in effect.

9.4 Data Breach Indemnity. Frontal will defend and indemnify Customer and its officers, directors, and employees against any third-party claim, regulatory action, or governmental proceeding arising from a confirmed security incident or data breach that results in the unauthorized access to, exfiltration of, or destruction of Customer Data, where such incident was caused by Frontal's failure to implement and maintain the security measures described in the Data Protection Policy. Frontal's total aggregate liability for claims under this Section 9.4 is capped at two times the annual Fees paid or payable by Customer under the applicable Order Form during the 12 months preceding the event giving rise to liability. This indemnity does not apply to incidents: (i) caused by Customer's breach of these Enterprise Terms or the Terms of Service; (ii) caused by Customer's configuration, systems, applications, or credentials; (iii) caused by third-party AI model providers, except where Frontal failed to contractually require the provider to implement security measures consistent with Restricted data handling under the Data Classification Policy; or (iv) occurring before the Effective Date. Customer must: (A) provide prompt written notice of the claim; (B) grant Frontal sole control of the defense and settlement (subject to Customer's right to participate at its own expense with counsel of its choice); and (C) provide reasonable cooperation at Frontal's expense. Frontal will not settle any claim under this Section 9.4 that admits fault by Customer or imposes non-monetary obligations on Customer without Customer's prior written consent.

10. CONFIDENTIALITY OF ORDER FORM

The terms of the Order Form (including pricing, discounts, and commercial terms) are the Confidential Information of both parties and may not be disclosed to third parties, except to legal, financial, and technical advisors under obligations of confidentiality, or as required by law.

11. GOVERNING LAW

11.1 For Enterprise Customers domiciled in North America: The Order Form and these Enterprise Terms are governed by Delaware law, excluding conflicts of law principles. Any court proceedings permitted under the Terms of Service will be brought in the state or federal courts located in Delaware.

11.2 For Enterprise Customers domiciled outside North America: The governing law and venue are as specified in the Order Form. If not specified, the law of England and Wales applies, and disputes will be resolved in London, England, except that the arbitration provisions of the Terms of Service apply where enforceable.

11.3 The arbitration provisions of the Terms of Service (Section 17.2) remain in full force and effect, except that Enterprise Customers may opt to resolve disputes in the courts specified in this Section 11 for claims exceeding $500,000 USD.

12. COUNTERPARTS

Order Forms and SOWs may be executed in counterparts, including electronic counterparts, each of which is an original. Electronic signatures have the same legal effect as original signatures.

13. CONTACT

Frontal Labs, Inc. Attn: Enterprise Sales 131 Continental Drive, STE 305 Newark, DE 19713 United States of America Email: enterprise@frontal.dev