Ondago Terms of Service

Last updated: November 3, 2026

These Terms of Service ("Terms") govern your access to and use of the Ondago Services, owned, operated, and provided by Ondago Inc. ("Ondago", "we", "us", or "our"). "You" or "your" means the company or other legal entity on whose behalf you use the Services, together with its Authorized Users.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ONDAGO. BY CREATING AN ACCOUNT, INSTALLING THE ONDAGO TOOL OR APPLICATION, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. The Services support personal use, including the Free / Personal plan, and business use subject to the selected Plan. The Services are not offered to individuals under 18. You must be at least 18 years old to use the Services.

PLEASE BE ADVISED THAT, AS OF THE “LAST UPDATED” DATE ABOVE, THE SERVICES ARE OFFERED SOLELY ON A FREE-ACCESS BASIS, IN BETA, OR UNDER THE DESIGN PARTNER PROGRAM. UNLESS AND UNTIL WE NOTIFY YOU OTHERWISE BY ANY MEANS OR MAKE FEE-BASED PLANS AVAILABLE, THE APPLICABLE TERMS OF SECTION 3 GOVERN ALL ACCESS TO AND USE OF THE SERVICES.

1. DEFINITIONS

In these Terms, the following capitalized terms have the meanings below:

1.1 "Account" means the account registered for you on the Services, including the Workspaces, enrolled devices, and credentials issued under it.

1.2 "Authorized User" means an individual (such as your employee or contractor) whom you permit to use the Services under your Account.

1.3 "Customer Content" means all Sessions, source code, prompts, data, files, and other materials that you or your Authorized Users submit to or through the Services, and all output generated by your Customer LLM through the Services.

1.4 "Customer LLM" means the third-party coding agent and the underlying large language model or other generative AI model that you select, procure, license, and maintain from an LLM Provider and connect to the Services.

1.5 "Documentation" means the user guides, help pages, and technical instructions we make available for the Services.

1.6 "LLM Provider" means the third-party provider of your Customer LLM or of the model it uses.

1.7 "Ondago Cloud" means the isolated cloud execution environments that we host and make available through the Services.

1.8 "Ondago Services" or "Services" means the Ondago session-portability services described in Section 2, including our command-line tool, desktop and web applications, the hosted service behind them (including Ondago Cloud), and our Documentation.

1.9 "Plan" means the subscription plan you select, as described on our website or in the Services from time to time.

1.10 "Session" means a coding-agent session captured through the Services, including its conversation, instructions, configuration, and the captured state of the related project files.

1.11 "Subscription Period" means the monthly or annual billing period of your Plan, including each renewal period.

1.12 "Workspace" means a shared space within your Account in which Sessions, Keys, and other Customer Content may be stored and made available to the Authorized Users and devices you authorize.

2. ACCESS TO THE SERVICES

2.1 Description of the Services & Right to Use. Ondago is a portability layer for AI coding-agent sessions. The Services let you capture a Session (including its conversation, instructions, and work in progress) from a supported Customer LLM, store it in encrypted form, and continue it on another computer, in Ondago Cloud, or from a browser or mobile device. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during your Subscription Period, for your personal use or internal business purposes, as permitted by your Plan and in accordance with the Documentation.

2.2 Account. You must keep your registration information accurate and current and your login credentials confidential. You are responsible for all activity under your Account and its credentials, including Workspace tokens, enrolled devices, and command-line sign-ins, and for your Authorized Users' compliance with these Terms. You must notify us promptly at team@ondago.ai if you believe your Account or credentials have been compromised.

2.3 Workspace Access. Workspace membership alone does not grant access to existing Sessions. A member may read a Session only if a holder of the Workspace encryption key grants access to one of that member's enrolled devices; we cannot grant access from our servers. You are responsible for managing membership, roles, and key grants.

2.4 Changes to the Services. We may update, modify, or discontinue features of the Services from time to time. We will not intentionally make changes that materially reduce the core functionality of your paid Plan during a then-current Subscription Period. We will make reasonable efforts to give you advance notice of planned service interruptions.

2.5 Support. We will provide reasonable support by email at team@ondago.ai on a commercially reasonable basis, as further described on our website for your Plan (if applicable). Unless your Plan expressly provides otherwise, we do not commit to any service level or uptime.

3. FREE TRIALS, EARLY ACCESS & BETA FEATURES, AND THE DESIGN PARTNER PROGRAM

3.1 Free Trials. We may offer free or discounted trial access to the Services for a limited period (a "Trial"). Trials are for evaluating whether to purchase a Plan and may not be used for competitive analysis or for production or commercial purposes. We may set usage limits on Trials and may modify, suspend, or end any Trial at any time. Unless you have purchased a Plan, your access ends when the Trial ends, and any Customer Content in an Account used only for a Trial may be deleted. If a Trial requires payment details, it will convert into a paid Plan upon the end of the Trial term presented to you upon registration, and you will be charged for the applicable Plan Fees, unless you cancel before the Trial ends.

3.2 Early Access and Beta Features. We may make available features, functionality, or versions of the Services identified as "alpha," "beta," "preview," "early access," or similar (each, a "Beta Feature"), or the Services as a whole may be offered in an early-access, beta, or pre-launch state. Beta Features are provided for evaluation, may be incomplete, contain errors, be unavailable, or behave unpredictably, may be changed or discontinued at any time without notice, and may never be made generally available. You should expect features to change or be withdrawn and occasional downtime. We are not obligated to provide support for Beta Features, and service commitments do not apply to them.

3.3 Disclaimer of Warranties and Obligations for Trials and Beta Features. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, TRIALS AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATION OF ANY KIND ON THE PART OF ONDAGO. NO WARRANTY, REPRESENTATION, UNDERTAKING, OR OBLIGATION OF ONDAGO WITH RESPECT OF THE SERVICES, INCLUDING ANY OBLIGATION RELATING TO SERVICE AVAILABILITY, FUNCTIONALITY, SUPPORT OR SECURITY, APPLIES TO TRIALS OR BETA FEATURES, EXCEPT TO THE EXTENT SUCH OBLIGATION CANNOT LAWFULLY BE EXCLUDED. THIS SECTION PREVAILS OVER ANY CONFLICTING PROVISION OF THESE TERMS WITH RESPECT TO TRIALS AND BETA FEATURES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO TRIALS AND BETA FEATURES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). YOU USE TRIALS AND BETA FEATURES AT YOUR OWN RISK AND SHOULD NOT RELY ON THEM FOR CRITICAL BUSINESS FUNCTIONS, UPLOAD ANY PERSONAL DATA OR COMMERCIALLY SENSITIVE CONTENT TO THEM, OR RETAIN YOUR ONLY COPY OF ANY DATA IN THEM.

3.4 Beta Confidentiality. Non-public information about Beta Features, including their existence, functionality, and performance, is our Confidential Information under Section 9.

3.5 Design Partner Program. We may invite certain early-stage strategic customers to participate in our design partner program (the "Design Partner Program") during the pre-launch, beta, or early commercial phase of the Services. If you accept an invitation to participate, the following terms apply in addition to the rest of these Terms: (a) Special Access. We may provide you with early or exclusive access to the Services or Beta Features, priority onboarding, direct access to our product team, and free, discounted, or fixed pricing, in each case as notified by us, or as otherwise agreed, in our sole discretion (the "Program Terms"). Any free access or pricing benefit applies only for the period stated in the Program Terms; after that, our then-current Plan prices apply unless agreed otherwise in writing; (b) Your Participation. You agree to use the Services in good faith in a real or realistic business environment, to make a knowledgeable contact person reasonably available, and to provide Feedback on a reasonable basis (for example, participating in periodic feedback sessions, surveys, or usage reviews), as further described in the Program Terms. These participation commitments do not require you to purchase a Plan, unless the Program Terms state otherwise; (c) Developmental Status. You acknowledge that the Services are under active development, that features, interfaces, and performance may change materially or be removed during and after the Design Partner Program, that the Services may contain errors, and that Section 3.3 (Disclaimer for Trial and Beta Disclaimer) applies to your use of the Services during the Design Partner Program; (d) Reference. With your prior consent (which may be given in the Program Terms or by email), we may identify you as a design partner or customer, including by using your name and logo on our website and marketing materials. We may also ask you to participate in a reasonable case study or reference call, which you may decline; (e) Program Term. Either party may end your participation in the Design Partner Program at any time by notice to the other. Ending your participation does not by itself terminate any paid Plan.

3.6 Feedback. If you or your Authorized Users provide us with suggestions, comments, ideas, bug reports, feature requests, or other feedback relating to the Services, including as part of a Trial, Beta Feature, or the Design Partner Program ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, disclose, modify, and otherwise exploit such Feedback for any purpose without obligation to you. We will not publicly identify you as the source of Feedback without your consent. All improvements and developments we make to the Services, whether or not based on Feedback, are owned exclusively by us.

4. PLANS, FEES, AND AUTO-RENEWAL

4.1 Plans. The Services are offered under Plans, as described at Ondago.ai and may be offered on a monthly or annual basis, as selected when ordering. Plan features, usage limits, and prices (“Plan Fees”) are specified at purchase on our website, in your online Plan selection, or in another ordering document referencing these Terms (each, an "Order”).

4.2 Fees and Payment. You agree to pay all fees for your Plan in advance, at the start of each Subscription Period, using the payment method you provide. You authorize us (and our third-party payment processor) to charge your payment method for all applicable fees, including on each renewal. Fees are stated and payable in U.S. dollars and exclude taxes. You are responsible for all applicable sales, use, VAT, and similar taxes, other than taxes on our income. Fees for the Services are separate from, and do not include, any fees you owe to your LLM. We may change Plan Fees from time to time. We will notify you of any price increase reasonably in advance. The new price will apply from your next renewal. If you do not agree to a price change, you may cancel before the renewal in accordance with Section 4.3. We will not increase the price of a Plan during a Subscription Period that has already been paid for.

4.3 Automatic Renewal & cancellations. YOUR PLAN WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD FOR A SUCCESSIVE PERIOD OF THE SAME LENGTH (MONTHLY OR ANNUAL), AND WE WILL CHARGE YOUR PAYMENT METHOD THE THEN-APPLICABLE FEES, UNLESS YOU CANCEL IN TIME AS FOLLOWS: Monthly Plans: you must cancel before the renewal date of the then-current monthly Subscription Period; Annual Plans: you must cancel at least thirty (30) days before the renewal date of the then-current annual Subscription Period. You may cancel online through your Account settings, or by emailing team@ondago.ai. Cancellation takes effect at the end of the then-current Subscription Period, and you will retain access until then. Except as expressly stated in these Terms, Fees are non-cancelable and non-refundable, and no refunds or credits are given for partial Subscription Periods or unused features.

4.4 Failed Payments. If a payment fails or is not received when due, we may retry charging your payment method and ask you to update your payment details. We may suspend your access to the Services until all amounts are paid and may terminate your Plan and access to the Account, at our sole discretion. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. Suspension does not relieve you of your payment obligations.

4.5 Upgrades and Downgrades. You may upgrade your Plan at any time; the upgrade takes effect immediately, and we will charge you a prorated amount for the remainder of the current Subscription Period (unless stated otherwise at checkout), with the upgraded Plan price applying on renewal. You may downgrade your Plan or switch from an annual Plan to a monthly Plan effective as of your next renewal, subject to the prior cancellation notice as described in Section 4.3. Downgrading may cause loss of features, capacity, or Customer Content associated with the higher Plan, and we are not responsible for such loss.

5. CUSTOMER LLM

5.1 Prerequisite to Use. The Services require you to install and connect a supported Customer LLM and provide a valid API key, token, or other credential from your LLM Provider (a "Key"), for a single run or stored for your Workspace. Ondago does not provide, host, or resell any coding agent or model. The Services, or parts of them, will not function without a properly connected, active Customer LLM, and we have no obligation to provide one. Keys stored for a Workspace are encrypted on your device before they are sent to us, and we use Keys only to provide the Services you request. You are responsible for scoping, rotating, and revoking your Keys, and for deciding which Workspace members and devices may access them. We are not responsible for any loss, disclosure, or unauthorized use of a Key that results from your acts or omissions, your Authorized Users, or your LLM Provider.

5.2 Supported Agents and Models. The coding agents, models, and LLM Providers that are compatible with the Services, and the transfers available between them, are described in the Documentation and in the Services, and may change from time to time. Moving a Session between different agents may require some agent-specific state or settings to be transformed or omitted; the Services will show you a compatibility review before such a transfer, and you are responsible for reviewing it. We may add or remove supported agents, models, or LLM Providers, in which case we will use reasonable efforts to give you advance notice where practicable.

5.3 Your Responsibilities. You are solely responsible for: (a) obtaining and maintaining your own account, license, and Key with your LLM Provider, and complying with its terms and usage policies; (b) all fees, usage charges, rate limits, and quotas charged or imposed by your LLM Provider, including charges resulting from your use of the Services; (c) the selection, configuration, and settings of your Customer LLM, in accordance with the Documentation; and (d) keeping your Key valid and replacing or revoking it as needed.

5.4 Your LLM Provider. By connecting a Customer LLM, you authorize and instruct us to exchange Customer Content and output with your LLM Provider as needed to provide the Services. Your LLM Provider is a third party, not our subcontractor, and handles Customer Content under your agreement with it. We do not control or assume responsibility for the Customer LLM or the LLM Provider's acts or omissions. We have no liability or support obligation for any errors, malfunctions, outages, latency, refusals to process requests, degraded performance, inaccurate or inappropriate outputs, data loss, charges, or other issues arising from or related to your Customer LLM, your LLM Provider, your Key, or your configuration of the Customer LLM (including any configuration that does not conform to the Documentation). Interruption of the Services caused by your Customer LLM or Key does not entitle you to any refund, credit, or reduction of fees, and your fees are not reduced because you supply your own model.

5.5 Ondago Is Not the Agent. Your Customer LLM, not Ondago, generates outputs and performs actions in your Sessions. When used through the Services, including Ondago Cloud, it acts with your granted permissions and may change code, run commands, and make network requests. We do not review, control, or assume responsibility for its outputs or actions. You must review all outputs and changes before relying on or deploying them.

6. ACCEPTABLE USE

6.1 You will not, and will not permit anyone else to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to derive the source code, models, prompts, or underlying structure of the Services, except to the extent permitted by applicable law; (c) sell, resell, rent, sublicense, or provide the Services to any third party, or use them on a service-bureau basis; (d) access the Services to build a competing product or service, or for benchmarking purposes; (e) circumvent or interfere with any security, usage limit, or access control of the Services; (f) use bots, scrapers, or other automated means to access the Services except through features or APIs we provide; (g) upload or transmit malware or harmful code, or interfere with the integrity or performance of the Services; (h) use the Services to create, store, or transmit content that is unlawful, infringing, or otherwise in violation of the rights of any third party; or (i) use the Services, including the computing resources of Ondago Cloud, to run malware or harmful code or for any purpose other than running your Sessions; (j) attack, probe, or test the vulnerability of the Services or our systems without our prior written authorization; (k) circumvent or interfere with any limit, quota, credential, or metering of the Services; (l) store or transmit material that is illegal to possess; or (m) use the Services in violation of applicable law, including export control and sanctions laws.

6.2 We may suspend your access to the Services if we reasonably believe that your use violates this Section 6 or applicable law, or poses a security risk or threat of harm to us, the Services, or others.

7. CUSTOMER CONTENT

7.1 Your Content. As between you and us, you retain all right, title, and interest in and to your Customer Content. You grant us a non-exclusive, worldwide, royalty-free license to store, copy, and transmit Customer Content (in encrypted form where the Services encrypt it) to the devices, clients, and cloud environments you direct, solely as necessary to provide the Services to you and as required by law. You are solely responsible for Customer Content and represent that you have all rights necessary to submit it to the Services and your Customer LLM, and that it does not infringe or violate any third-party right or applicable law. This includes permission to submit source code, intellectual property, confidential information, or personal data belonging to your employer, clients, or other third parties.

7.2 Account and Usage Data. We may collect and use technical and statistical information about the use and performance of the Services (such as logs, error reports, and feature usage), which does not identify you or include Customer Content ("Usage Data"), to operate, maintain, secure, and improve the Services. We will further collect and process limited Account information for administration and billing purposes. Our processing of personal data as set forth in this Section shall be as detailed in our Privacy Policy available at: https://ondago.ai/privacy

7.3 Encryption Keys and Recovery. Your Sessions are encrypted to encryption keys held only on devices you enroll, and we do not hold any key that can decrypt them. If you lose access to all of your enrolled devices and your Workspace recovery passphrase, your Sessions cannot be recovered by you or by us, and we cannot reset your recovery passphrase. Your recovery passphrase is shown to you only once, and we do not keep a copy, so you should store it securely. For the same reason, we cannot search, preview, or summarize your Sessions, and we cannot provide their contents to you or to any third party who requests them, including in response to legal process. The copy of a Session handed to execution by a Customer LLM in Ondago Cloud (“Cloud Run”) is re-encrypted to a key generated by that Cloud Run, and that copy cannot be decrypted by anyone after the Cloud Run ends. Deleting a Session permanently destroys it. You are solely responsible for safeguarding your enrolled devices and recovery passphrase, and we have no liability for any Customer Content that cannot be recovered or decrypted.

7.4 Cloud Runs. Each Cloud Run executes in an isolated environment that is subject to time, memory, and other limits and is destroyed when the run ends. Each Cloud Run receives a credential scoped to that run, which is revoked when the run ends. Code produced in a Cloud Run may not exist anywhere else once the run ends unless you save or bring the Session back. To support troubleshooting, technical output of a Cloud Run may be logged on our hosting infrastructure; if this is not acceptable for your work, run the Session locally. Your Workspace is subject to usage limits described in the Services and your Plan, such as limits on the number of stored Sessions, stored runs, and concurrent Cloud Runs. We may change these limits from time to time.

7.5 Security and Backups. We use reasonable technical and organizational measures designed to protect the Services and Customer Content. However, no system is completely secure, and the Services are not a data storage or backup service. You are responsible for maintaining backups of your Customer Content.

8. INTELLECTUAL PROPERTY

We and our licensors own all right, title, and interest, including all intellectual property rights, in and to the Services, the Documentation, our software, technology, and know-how, and all improvements, modifications, and derivatives of any of them. Except for the limited rights expressly granted in these Terms, no rights are granted to you, whether by implication, estoppel, or otherwise. You may not remove or alter any proprietary notices in the Services. The Ondago name and logo are our trademarks and may not be used without our prior written consent.

9. CONFIDENTIALITY

9.1 Each party (the "Recipient") may receive non-public business, technical, or financial information of the other party that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Recipient will use the other party's Confidential Information only to perform under or exercise its rights under these Terms, will not disclose it except to its employees, advisors, and contractors who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it with at least reasonable care. Customer Content is your Confidential Information.

9.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully known to the Recipient without restriction before receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information. The Recipient may disclose Confidential Information if required by law or court order, provided it gives prompt notice (where legally permitted) so that the other party may seek protection. These obligations continue for three (3) years after these Terms end, and for trade secrets, for as long as they remain trade secrets.

10. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

EXCEPT AS EXPLICITLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT THEY WILL MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTY OF ANY KIND REGARDING ANY CUSTOMER LLM OR OTHER THIRD-PARTY SERVICE, AND WE ARE NOT RESPONSIBLE FOR FAILURES OR DELAYS CAUSED BY THE INTERNET OR OTHER MATTERS BEYOND OUR REASONABLE CONTROL. WE DO NOT WARRANT THAT THE SERVICES WILL PRESERVE ANY PARTICULAR CUSTOMER CONTENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONDAGO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

11. INDEMNIFICATION

11.1 By You. You will defend, indemnify, and hold harmless Ondago and its affiliates, officers, directors, and employees from and against any third-party claims, and related losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) your Customer Content; (b) your Customer LLM, your LLM Provider, or your use of your Key; or (c) your or your Authorized Users' breach of these Terms or violation of applicable law.

11.2 By Us. We will defend you against any third-party claim alleging that your authorized use of the Services (excluding any Beta Feature, Trial, Customer LLM, Key, or Customer Content) infringes that third party's copyright, trademark, or U.S. patent, and will pay damages finally awarded or agreed in settlement. We have no obligation for claims arising from use of the Services not in accordance with these Terms, modification of the Services by anyone other than us, or combination of the Services with products, services, models, or data not provided by us. If the Services become, or in our opinion are likely to become, subject to such a claim, we may procure the right for you to continue using them, modify them to be non-infringing, or terminate your Plan and refund prepaid Fees for the remaining unused Subscription Period. This Section 11.2 states our sole liability and your exclusive remedy for infringement claims.

11.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes liability or admission of fault on the indemnified party without its prior written consent, not to be unreasonably withheld.

12. TERM AND TERMINATION

12.1 Term. These Terms apply from the date you first accept them or access the Services and continue until all of your Plans and Trials have ended or been terminated.

12.2 Termination for Cause. Either party may terminate these Terms (and your Plan) by notice if the other party materially breaches these Terms and fails to cure the breach within seven (7) days after notice, or becomes the subject of insolvency or bankruptcy proceedings that are not dismissed within sixty (60) days. We may also suspend or terminate your access immediately on notice if you breach Section 6 (Acceptable Use) or applicable law, or as described in Section 4.4 (Failed Payments).

12.3 Effect of Termination. Upon termination or expiration: (a) your right to access and use the Services ends immediately; (b) you must pay any Fees due through the effective date of termination; and (c) we will delete your Customer Content and Key upon termination, so you should export any Customer Content you wish to retain before then. If we terminate for your breach, you will not receive any refund. Any provisions of these Terms that by their nature are intended to survive termination or expiration will survive, including provisions relating to accrued payment obligations, ownership and intellectual property rights, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution.

13. GENERAL

13.1 Changes to These Terms. We may update these Terms by posting a revised version on our website and changing the "Last updated" date. We will give reasonable advance notice of material changes by email or through the Services. Changes are not retroactive. Continued use after their effective date constitutes acceptance; otherwise, you must stop using the Services and cancel your Plan.

13.2 Export and Sanctions. You represent that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and are not a person or entity (or owned 50% or more by, or controlled by, any person or entity) designated on any sanctions or restricted party list administered by the United Nations, the United States, the European Union, the United Kingdom, or Israel. You will not use or export the Services in violation of applicable export control or sanctions laws.

13.3 Notices. We may send you notices by email to the address associated with your Account or through the Services, and such notices are deemed received within twenty-four (24) hours of sending. You may send notices to us at team@ondago.ai.

13.4 Governing Law and Jurisdiction. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.5 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets or shares. Any prohibited assignment is void.

13.6 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

13.7 Entire Agreement; Miscellaneous. These Terms, together with your Order, any Program Terms, and the policies referenced in these Terms, are the entire agreement between you and us regarding the Services and supersede any prior agreements on that subject. If there is a conflict, an Order or Program Terms signed or expressly agreed by us control over these Terms. Any purchase order or other terms you provide are rejected and have no effect. The parties are independent contractors. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver. There are no third-party beneficiaries to these Terms.