Terms of Service

Legal Contracting Entity & Corporate Structure: These Terms of Service ("Agreement" or "Terms") constitute a legally binding agreement between your organization ("Customer", "Enterprise Subscriber", or "You") and Fraoula LLC ("Fraoula", "we", "us", or "our"), a limited liability company organized and existing under the laws of the State of Delaware, United States. Fraoula LLC serves as the primary commercial contracting entity and software licensor globally. Technology research and engineering operations are supported through its wholly-owned subsidiary, Fraoula Tech Private Limited. For detailed corporate registration, governance, and entity records, reference the official Fraoula Company Facts registry.

1. Scope & Enterprise Architecture

Fraoula LLC designs, develops, and delivers enterprise-grade software products and data trust infrastructure for regulated organizations, specifically within financial technology (Fintech), healthcare technology (Healthtech), insurance, and high-throughput data operations. Our core platforms include:

• Fraoula Data Auditor: Continuous, real-time in-memory stream auditing, schema drift isolation, and synthetic validation preventing silent pipeline corruption before downstream models and regulatory databases execute.
• Fraoula Data Intelligence Platform: Privacy-preserving cryptographic attribution telemetry utilizing one-way SHA-256 data hashing without third-party tracking pixels or persistent payload logging.
• Fraoula AI: Enterprise retrieval and context intelligence grounded in verified internal repositories with strict zero model retraining on customer queries and cryptographic citation verification.
• Fraoula Applied AI / Labs: Experimental domain-specific applications including Fraoula HRMS, deployed with distinct tenant boundaries and jurisdiction-isolated compliance vaults.

By executing an Order Form, deploying Fraoula SDKs or container images, initiating API requests, or registering an enterprise tenant account, Customer accepts these Terms in full. If entering into this Agreement on behalf of a corporation, partnership, or government agency, you represent and warrant that you possess full corporate authority to bind that entity.

2. Zero-Payload Persistence & Data Ownership

Fraoula operates under a strict Zero-Payload Persistence Architecture designed specifically for regulated environments subject to HIPAA, SOC 2, GLBA, and GDPR mandates:

• Customer Retains 100% Ownership: Customer retains exclusive title, copyright, intellectual property, and proprietary rights to all data, database records, event streams, payload content, or schema definitions ingested into or analyzed by the Services ("Customer Data").
• Volatile Memory (RAM-Only) Stream Evaluation: When Customer transmits live event streams or records to Fraoula Data Auditor, payloads are evaluated strictly in volatile random-access memory (RAM). Payloads are processed in real time and are immediately purged upon invariant validation. Raw customer payloads are never written to disk, persistent object storage, or cold storage backups.
• Metadata-Only Telemetry: Only non-reversible mathematical schema drift metrics, statistical anomaly scores, execution timestamps, and event hash signatures are retained for telemetry, auditing, and alerting dashboards.
• Zero Model Retraining: Fraoula strictly guarantees that no Customer Data, API query, or proprietary document context will ever be utilized to train, tune, or improve foundational commercial AI models for Fraoula or any third party.
• Canonical Data Retention Schedule: The authoritative data classification, retention windows, and purge protocols governing all Customer Data and platform telemetry are specified in the Canonical Data Retention Matrix, which is incorporated into these Terms by reference.

3. Software License, Subscriptions & Access Rights

Subject to timely payment of subscription fees and adherence to these Terms, Fraoula grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide enterprise license during the applicable Subscription Term to:

1. Access and utilize the hosted Fraoula SaaS platforms and APIs solely for Customer's internal business operations;
2. Deploy Fraoula open-source and proprietary client SDKs within Customer's backend pipelines, applications, and Kubernetes clusters; and
3. Generate, export, and distribute internal compliance audit reports and telemetry visualizations generated by the platform.

Customer shall not: (a) reverse engineer, decompile, or disassemble Fraoula binary runtimes, except to the extent permitted by applicable law; (b) license, sub-license, resell, or distribute the Services to third-party consulting or service bureau clients without an executed Partner Agreement; (c) circumvent or manipulate rate limits, authentication credentials, or security sandboxes; or (d) introduce malicious code, denial-of-service payloads, or intentionally illegal data into Fraoula endpoints.

4. Service Level Agreements (SLA) & Availability

For all Enterprise Tier subscriptions governed by an active Enterprise Order Form, Fraoula commits to providing 99.9% Monthly Uptime for core stream ingestion endpoints and audit validation APIs, excluding scheduled maintenance windows announced at least 72 hours in advance.

Service credits represent Customer's sole and exclusive financial remedy for any unavailability of the Services. Customers must submit SLA credit requests within thirty (30) days of the incident to compliance@fraoula.co.

5. Security, Compliance & Data Processing Addendum (DPA)

Fraoula implements and maintains state-of-the-art technical and organizational security controls designed to safeguard Customer metadata and configuration integrity against unauthorized access, loss, or destruction:

• Encryption Standards: All data in transit is encrypted utilizing TLS 1.3 with Perfect Forward Secrecy (PFS). All persistent configuration metadata and audit logs are encrypted at rest using AES-256.
• Security Controls & Standards: Fraoula maintains comprehensive technical, administrative, and physical safeguards designed to protect customer metadata and configurations. Technical architecture specifications and security questionnaire responses are available to enterprise customers under Mutual Non-Disclosure Agreement (MNDA) via our Security & Trust Center.
• Regulated Healthcare Environments: Fraoula's zero-payload persistence architecture operates entirely in ephemeral volatile RAM, ensuring customer payloads and sensitive identifiers are evaluated in-memory and never written to persistent disk storage.
• GDPR & International Transfers: Our standard Data Processing Addendum (DPA) incorporates European Commission Standard Contractual Clauses (SCCs) (Module 2 Controller-to-Processor and Module 3 Processor-to-Processor) and UK Addendum provisions to govern lawful international data transfers.

6. Mutual Confidentiality & Proprietary Rights

"Confidential Information" means all non-public technical, operational, architectural, customer, or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"). Receiving Party shall hold all Confidential Information in strict confidence, exercising at least the same degree of care it uses for its own proprietary records (and not less than reasonable care), and shall not disclose Confidential Information to any third party except to authorized personnel or subprocessors who have a need to know and are bound by confidentiality obligations at least as restrictive as this Agreement.

Fraoula retains all rights, title, and interest in and to the Services, proprietary software algorithms, RAM engine design, heuristics, documentation, trademarks, and logos. No intellectual property rights are transferred to Customer except the limited licenses explicitly granted in Section 3.

7. Fees, Invoicing & Taxes

Customer shall pay all fees specified in executed Order Forms. Unless otherwise stated in an Order Form, all invoices are due within thirty (30) calendar days from invoice date in United States Dollars (USD). Unpaid balances past due more than thirty (30) days may accrue interest at 1.5% per month or the maximum rate permitted by law. Fees do not include any local, state, federal, or international sales, value-added (VAT), or withholding taxes; Customer is responsible for remitting all applicable taxes other than taxes based upon Fraoula's net income.

8. Warranties & Disclaimer of Implied Warranties

Fraoula warrants that: (a) the Services will perform substantially in accordance with current published technical documentation; and (b) Fraoula will provide the Services in a professional, workmanlike manner consistent with prevailing enterprise industry standards.

EXCEPT AS EXPRESSLY STATED HEREIN, FRAOULA PROVIDES THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. FRAOULA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FRAOULA DOES NOT WARRANT THAT THE SERVICES WILL BE ENTIRELY ERROR-FREE OR THAT ALL PIPELINE FAILURES IN CUSTOMER NETWORKS WILL BE IDENTIFIED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE DELAWARE LAW:

• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA LOSS, REPUTATIONAL DAMAGE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
• EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO FRAOULA IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
• THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (A) CUSTOMER'S BREACH OF FRAOULA INTELLECTUAL PROPERTY RIGHTS; (B) CUSTOMER'S PAYMENT OBLIGATIONS; OR (C) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Term, Suspension & Termination

This Agreement commences on the effective date of Customer's initial Order Form or access to the Services and continues until all active subscriptions expire or are terminated. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent or files for bankruptcy protection.

Fraoula reserves the right to immediately suspend Customer API access in the event of an active security emergency, unauthorized denial-of-service attack emanating from Customer credentials, or severe breach of Section 3, with notice provided as soon as reasonably practicable.

11. Governing Law & Dispute Resolution

This Agreement, and any disputes, claims, or controversies arising out of or related to it, shall be governed exclusively by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any choice or conflict of law provision or rule.

The parties agree that any legal action, suit, or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and both parties irrevocably submit to the personal and subject-matter jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly disclaimed.

12. Export Compliance & Sanctions

Customer represents and warrants that it is not located in, organized under the laws of, or an agent of any country or territory subject to comprehensive economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) or the U.S. Department of Commerce. Customer shall not export, re-export, or transfer Fraoula software or SDKs in violation of U.S. or international export control laws.

13. Complete Agreement & Amendments

This Agreement, together with any executed Order Forms, Data Processing Addenda (DPAs), constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter hereof, superseding all prior oral or written agreements, negotiations, and proposals. Any terms or conditions stated in Customer purchase orders or vendor procurement forms are null, void, and of no legal effect.

14. Authorized Enterprise Legal Contact

For all formal notices, contractual inquiries, DPA execution requests, or legal matters, please contact Fraoula's Corporate Legal and Compliance Office:

• Corporate Entity: Fraoula LLC
• Corporate Headquarters: Newark, Delaware, United States
• Legal Governance: legal@fraoula.co
• Security & Compliance Office: compliance@fraoula.co
• General Inquiries: info@fraoula.co

15. Fraoula ATS (ChatGPT Plugin / Extension v2.0.1) Terms of Service

This Section governs your access to and use of Fraoula ATS (v2.0.1), a free applicant tracking system and resume evaluation action designed for OpenAI's ChatGPT. By enabling or interacting with Fraoula ATS inside ChatGPT, you agree to the following terms:

• Free License Scope: Fraoula LLC grants you a revocable, non-exclusive, non-transferable, royalty-free license to use Fraoula ATS solely for personal and internal recruiting and candidate screening purposes.
• Lawful Basis & Candidate Authority: You represent and warrant that you possess all necessary rights, legitimate business interests, or candidate consents required by applicable employment and data protection laws (including GDPR, CCPA, and regional hiring statutes) prior to uploading candidate resumes or processing applicant data.
• Mandatory Human-in-the-Loop Review: Fraoula ATS is an assistive recruiter decision-support tool. You agree that Fraoula ATS does not make automated employment decisions or binding hiring outcomes. You retain sole responsibility for all employment, interview, and hiring decisions, as well as compliance with EEOC guidelines, NYC Local Law 144, and fair hiring standards.
• Zero Foundation Model Retraining: Fraoula LLC contractually guarantees that candidate resumes and evaluation inputs provided to Fraoula ATS will never be used to train or fine-tune public foundation AI models.
• As-Is Disclaimer & Liability Cap: Fraoula ATS is provided free of charge on an "AS-IS" and "AS-AVAILABLE" basis without service level agreements (SLAs) or warranties of any kind. To the maximum extent permitted by Delaware law, Fraoula LLC disclaims all liability for any errors, omissions, hiring outcomes, or service interruptions arising from the use of Fraoula ATS.
• Candidate Data Deletion & Support: You or candidate data subjects may request the complete deletion of candidate evaluation records by contacting ats-support@fraoula.co. Requests are processed within 48 hours.

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