Terms of Service

1.1 Provider Information and Services

These Terms of Service (hereinafter referred to as “Terms”) govern access to and use of the OJAI platform and related websites, applications, tools, and services (collectively, the “Services”), provided by Forge Blue Inc., a Corporation, doing business as OJAI (hereinafter referred to as “Forge Blue,” “OJAI,” “we,” “us,” or “our”).

1.2 Principal Place of Business and Contact

The principal place of business for Forge Blue Inc. is Broward County, Florida, United States of America. You may contact us via email at info@ojai.global.

1.3 Acceptance of Terms

By accessing or using the Services, creating an account, or paying for a subscription, you (hereinafter referred to as “you,” “your,” or “Customer”) agree to these Terms. If you are using the Services on behalf of an organization:

• You represent and warrant that you have the authority to bind that organization to these Terms; and
• The terms "you" and "your" shall include that organization.

1.4 Key Provisions

These Terms include critical provisions governing the following areas:

• Billing and auto-renewals;
• Intellectual property rights;
• User-generated content;
• Permitted and prohibited uses;
• Disclaimers and limitations of liability; and
• A binding arbitration agreement containing a class action and jury trial waiver.

1.5 Rejection of Terms

If you do not agree to these Terms, you must not access or use the Services.

2.1 Age of Majority

You must be at least the age of legal majority in your place of residence to use the Services, or possess verifiable authorization from an eligible organization.

2.2 Protection of Minors

We do not knowingly permit children under thirteen (13) years of age [or under sixteen (16) years of age where applicable under local law] to use the Services.

3.1 Registration Requirements

Access to most features of the Services requires a registered account. You agree to provide accurate information and to keep such information up to date at all times.

3.2 Authentication Methods

You may sign up or sign in to the Services through:

• Google single sign-on (SSO); or
• Password-based credentials.

3.3 Account Security Responsibility

You are solely responsible for:

• Maintaining the confidentiality of your credentials; and
• All activity that occurs under your account.

3.4 Role-Based Access Controls

We may enable role-based access levels, which operate under the following configurations:

• Admins may configure organization settings and invite or manage users;
• Editors may create and manage content;
• Members may contribute content within assigned spaces; and
• Viewers are granted read-only access.

3.5 Two-Factor Authentication (2FA)

For enhanced security, users assigned to the Admin and Editor roles must enable two-factor authentication (2FA) when prompted. You agree to maintain appropriate security measures.

3.6 Organizational Accounts

If your account is provisioned by an organization, that organization may control your access and all content associated with your account.

4.1 Subscription Plans and Pricing

We offer various subscription tiers and optional services, structured as follows:

• Standard Tier: (i) Optional launch implementation is available for a one-time fee of one thousand five hundred dollars ($1,500); and (ii) The subscription fee is two hundred fifty-nine dollars ($259) per month, or two thousand four hundred ninety dollars ($2,490) per year.
• Pro Tier: (i) The subscription fee is fifteen dollars ($15) per month, or one hundred forty-nine dollars ($149) per year.
• Enterprise Tier: (i) Pricing is customized, typically ranging from sixty thousand dollars ($60,000) to one hundred fifty thousand dollars ($150,000) or more per year based on the scope of services.
• Launch Implementation: (i) One-time onboarding services may be included in the subscription or separately quoted per tier.
• Impact Intelligence Add-On: (i) An optional recurring analytics and reporting package is available.

4.2 Subscription Payers

Subscriptions may be purchased by organizations or individual users, as made available on the platform.

4.3 Auto-Renewal Terms

Plans renew automatically at the end of each monthly or annual term unless cancelled prior to renewal. You authorize us to charge your payment method for recurring charges until you cancel.

4.4 Free Trials and Introductory Offers

Promotional trial and introductory pricing terms are structured as follows:

• Free Trials: (i) We may offer a fourteen (14) or a thirty (30) day free trial; and (ii) If you do not cancel before the trial ends, your plan will convert to a paid subscription, and the payment method on file will be charged.
• Introductory Pricing: (i) Introductory pricing applies only for the specified period; and (ii) Thereafter, standard subscription rates shall apply.

4.5 Payment Processing

Our billing system operates under the following rules:

• Processor. Payments are processed by Stripe on our behalf. We do not store full payment card numbers; Stripe acts as our payment service provider.
• Authorization. By providing a payment method, you authorize us and Stripe to charge all applicable fees, taxes, and currency conversions, including recurring charges for subscriptions and usage-based fees, as applicable.
• Currencies and Taxes. We may support multiple currencies and collect applicable taxes, including Value Added Tax (VAT) and Goods and Services Tax (GST), via Stripe. Exchange rates and currency conversions are determined by Stripe or your payment provider.
• Invoicing. We may invoice organizations, and purchase orders may be accepted at our sole discretion. If invoiced, payment is due within Thirty (30) days of the invoice date unless otherwise stated in an order form.
• Fee Schedules. Certain features require paid subscriptions or usage-based fees. Current pricing and billing cadence (e.g., monthly or annual) are described at the point of purchase and/or on our pricing page, which is incorporated by reference.
• Payment Method on File. For recurring or usage-based fees, you authorize us to automatically charge your payment method on a periodic basis (e.g., monthly or annually) until you cancel in accordance with Section 4.6. You must keep your payment method valid and up to date.

4.6 Credits and Refunds

Refunds and credits are governed by the following provisions:

• General Rule. Except where required by law or explicitly stated otherwise in an order form or offer, all fees are non-refundable.
• Discretionary Credits. We may, at our sole discretion, issue account credits as a remedy for billing issues or service concerns, provided that such credits: (i) are non-transferable; (ii) have no cash value; and (iii) expire upon account termination or as otherwise stated at issuance.
• Cancellation of Subscriptions. You may cancel a paid subscription at any time via the account settings or by contacting support. Cancellation prevents future charges after the then-current billing period; access continues through the end of the paid term unless we state otherwise at the time of purchase.
• EU/UK Consumer Withdrawal Right. If you are a consumer resident in the European Economic Area or the United Kingdom, you may have a statutory right to withdraw from a distance contract within Fourteen (14) days of purchase without giving any reason. By starting to use paid Services during this period, you acknowledge that we may charge a proportionate amount for Services provided before your withdrawal. Instructions for exercising this right are provided in our regional disclosures and can be initiated by contacting info@ojai.global.
• Billing Disputes. If you believe a charge is in error, contact us at info@ojai.global within Thirty (30) days of the charge. We will review in good faith and, if warranted, issue a refund or credit in our discretion or as required by law.
• Third-Party Processor Liability. While Stripe is responsible for processing payments, we remain your point of contact for subscription and billing questions. To the maximum extent permitted by law, we are not liable for errors caused solely by third-party payment processors, banks, or card networks; however, we will work with you and the processor to resolve issues.
• Taxes and Withholding. Fees are exclusive of taxes unless stated otherwise. You are responsible for applicable taxes, duties, or withholdings, except for taxes on our income. If withholding is required by law, you will increase the payment so we receive the full amount we would have received absent withholding, unless prohibited by law.

4.7 Price Changes

We reserve the right to change fees for future terms, subject to the following conditions:

• We will provide advance notice of any changes;
• Any price change will take effect on the next renewal term; and
• You retain the right to cancel your subscription before the change takes effect.

4.8 Taxes

Tax obligations are structured as follows:

• You are solely responsible for all applicable taxes, duties, and government charges;
• Tax handling (including VAT and GST) is facilitated via Stripe; and
• Tax-exempt entities must provide valid, verifiable exemption documentation.

5.1 Mission Alignment

OJAI exists to support environmental and conservation organizations. You agree not to use the Services in any manner that undermines this mission.

5.2 Prohibited Activities

In addition to any unlawful or harmful conduct, the following activities are strictly prohibited:

• Partisan political campaigning or activities not aligned with environmental and conservation efforts;
• Unsolicited commercial solicitation or advertising for unrelated products or services;
• Lobbying or advocacy efforts unrelated to environmental or conservation causes;
• Data scraping, harvesting, or automated extraction of content or personal data without our prior written consent;
• Surveillance or monitoring activities that infringe upon the privacy or rights of individuals or organizations;
• Misinformation, discrimination, harassment, or other harmful or misaligned activities; and
• Attempting to bypass security, probe systems, or access accounts or data without authorization; introducing malware; or interfering with the operation of the Services.

5.3 Export Controls and Sanctions

You represent and warrant that:

• You are not located in a jurisdiction subject to comprehensive U.S. sanctions; and
• You are not a prohibited party under applicable export control laws.

6.1 UGC Definition

“User-Generated Content” (UGC) refers to any content posted or uploaded by users and organizations, including text, photos, videos, audio, datasets, event listings, resource files, maps, and comments.

6.2 Responsibility for UGC

Your submission of content is governed by the following rules:

• You are solely responsible for your UGC and for ensuring it complies with applicable laws and these Terms;
• OJAI acts as a passive conduit for UGC, assumes no liability for it, and has no obligation to pre-screen UGC; and
• We may use automated tools (including artificial intelligence) and human review to moderate, filter, or prioritize content, but we do not guarantee removal or timely review of any UGC.

6.3 UGC License to OJAI

To the maximum extent permitted by law, you grant Forge Blue Inc., doing business as OJAI, a license with the following characteristics:

• The license is worldwide, non-exclusive, transferable, sublicensable, perpetual, irrevocable, and royalty-free;
• It permits us to host, store, cache, reproduce, modify, adapt, create derivative works from, translate, display, perform, publish, distribute, and otherwise use your UGC to operate, improve, secure, and promote the Services and OJAI's mission, including in marketing and public communications; and
• You grant other users of the Services a license to access and use your UGC as enabled by your settings and the functionality of the Services.

6.4 Moral Rights Waiver

To the extent permitted by law, you waive and agree not to assert any moral rights or similar rights in your UGC against us and our sublicensees.

6.5 UGC Representations and Warranties

You represent and warrant that:

• You own or have obtained all necessary rights, licenses, and consents for your UGC; and
• Your UGC and our use of it as permitted under these Terms will not infringe any third-party rights or violate any law.

6.6 Indemnification for UGC

You agree to defend, indemnify, and hold harmless Forge Blue Inc., its affiliates, and their respective directors, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your UGC; or
• Your violation of these Terms or any applicable law.

6.7 OJAI Content License to Customer

We may provide proprietary content, such as templates, datasets, maps, and documentation (collectively, “OJAI Content”), subject to the following conditions:

• Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use OJAI Content solely within the Services for your internal purposes; and
• Except as expressly permitted by law, you may not copy, modify, distribute, create derivative works from, or reverse engineer OJAI Content.

6.8 Feedback License

If you provide any ideas, feedback, or suggestions to us, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use such feedback without restriction or compensation to you.

7.1 Notice of Claimed Infringement

If you believe that any material on the Services infringes your copyright, you must send a notice to our designated Digital Millennium Copyright Act (DMCA) Agent at info@ojai.global containing the following details:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material claimed to be infringing, including information reasonably sufficient to permit us to locate the material (such as a URL);
• Your contact information, including your name, address, telephone number, and email address;
• A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on behalf of the owner.

7.2 Response Timeline

Upon receipt of a complete and valid DMCA notice:

• We aim to remove or disable access to the identified material within a commercially reasonable timeframe, typically within three (3) to five (5) business days; and
• We will notify the user who posted the material of its removal.

7.3 Counter-Notice Requirements

If your material was removed in error, you may send a counter-notice to info@ojai.global containing:

• Your physical or electronic signature;
• Identification of the material that was removed or to which access was disabled, and the location where it appeared before removal;
• A statement, made under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and
• Your name, address, telephone number, and a statement consenting to: (i) The jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you are outside the U.S., any judicial district in which we may be found); and (ii) Accept service of process from the person who provided the original infringement notice or an agent of that person.

7.4 Repeat Infringers Policy

We reserve the right to terminate the accounts of repeat infringers in appropriate circumstances.

7.5 Non-Copyright Complaints

For trademark or other intellectual property complaints, please contact us at info@ojai.global with all relevant details.

8.1 Moderation Approach

We may employ a combination of automated systems (including artificial intelligence) and human review to detect, flag, deprioritize, or remove content that violates these Terms or our policies. The use of artificial intelligence (AI) is intended to assist moderators and improve service safety but does not replace human discretion.

8.2 No Guarantee of Removal

Our moderation practices are subject to the following limitations:

• We do not guarantee the accuracy of automated detection systems;
• We do not guarantee that violative content will be promptly removed; and
• You use the Services at your own risk and should report any issues to info@ojai.global.

8.3 User Responsibilities for AI-Generated Content

You may submit AI-generated content, provided that:

• It does not infringe intellectual property rights, promote harmful practices, or include discriminatory or offensive material;
• It complies with all applicable laws, including copyright and data protection laws; and
• You remain fully responsible for all content you submit.

9.1 Privacy Policy Consent

Our collection and use of personal data is described in our Privacy Policy. By using the Services, you consent to our data collection, use, and sharing practices as described therein.

9.2 Security Responsibilities

Security obligations are split as follows:

• We implement administrative, technical, and organizational measures designed to protect the Services and your data; and
• You are responsible for securing your own devices, networks, and credentials, and for enabling 2FA where required.

9.3 Data Export and Backups

Our backup and data export terms are as follows:

• Certain plans may include self-service data export tools; and
• We do not guarantee data retention absent an active subscription, except as expressly stated in Section 12 of these Terms.

10.1 Integrations and Third-Party Providers

The Services may integrate with third-party products or services (such as Google sign-in or Stripe). Your use of these integrations is subject to the following:

• Use of third-party services is governed solely by those providers' terms and privacy policies; and
• We are not responsible or liable for any third-party services.

11.1 Modifications to Services

We reserve the right to modify the Services as follows:

• We may add, modify, or discontinue features or functionality with or without notice; and
• We will not materially reduce core functionality during a paid subscription term without providing an appropriate remedy consistent with these Terms.

11.2 Service Availability and SLAs

Our service availability is governed by the following:

• We do not guarantee uninterrupted availability of the Services;
• We do not provide a formal SLA unless explicitly agreed to in a separate, written enterprise agreement; and
• Any service credits offered are at our sole discretion.

12.1 Immediate Suspension

We may immediately suspend or restrict your access to the Services for activities posing:

• Legal risk;
• Security threats;
• Non-payment; or
• Abuse or misuse, including any prohibited activities described in Section five of these Terms.

12.2 Termination by OJAI

We may terminate your account or access to the Services:

• For any reason upon providing thirty (30) days' notice; or
• Immediately, without prior notice, for severe or persistent violations (including illegal activity, security compromises, or non-payment).

12.3 Termination by Customer

You may terminate your subscription at any time:

• Effective at the end of your then-current subscription term; and
• By using your account settings or contacting support.

12.4 Effect of Termination

Upon the termination or expiration of these Terms:

• Your right to access and use the Services ceases immediately; and
• We may deactivate or delete your account and all associated content after a reasonable period.

12.5 Data Retention and Export

Your data ownership and post-termination export rights are governed by the following:

• You retain ownership of all your data;
• Upon termination, we will not retain or use your data for any purpose other than as required by law, regulatory obligations, dispute resolution, or to enforce our rights;
• We will provide a reasonable opportunity for you to export your data via available self-service tools: (i) During the notice period; or (ii) Within thirty (30) days after termination.
• Any additional export assistance requested by you may be subject to professional services fees.

13.1 Ownership of Services and Content

As between you and us, the Services, all OJAI Content, and all associated intellectual property rights are owned exclusively by Forge Blue Inc. and its licensors.

13.2 Trademark Restrictions

OJAI and all associated marks and logos are trademarks owned by Forge Blue Inc. and may not be used without our prior written consent.

13.3 Reservation of Rights

Except for the licenses explicitly granted in these Terms, no intellectual property rights are granted to you by implication or otherwise.

14.1 "As Is" and "As Available" Warranties

The Services and OJAI Content are provided on an “as is” and “as available” basis:

• To the maximum extent permitted by law, we disclaim all warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and availability; and
• We do not warrant that the Services will be error-free, secure, uninterrupted, or that any content will be accurate or reliable.

14.2 External Content Disclaimer

Maps, datasets, and other materials on the Services may include third-party content and data that is subject to change. You rely on such content solely at your own risk.

15.1 Exclusion of Certain Damages

To the maximum extent permitted by law, neither Forge Blue Inc. nor its affiliates, officers, directors, employees, or agents shall be liable for:

• Any indirect, incidental, special, consequential, exemplary, or punitive damages; or
• Any loss of profits, revenue, goodwill, data, or business interruption, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages.

15.2 Limitation on Aggregate Liability

Our total aggregate liability for all claims arising out of or relating to the Services or these Terms shall not exceed the greater of:

• The total amounts paid by you to us for the Services in the twelve (12) months preceding the event giving rise to liability; or
• One hundred U.S. dollars ($100) if you have not paid any amounts to us.

15.3 Jurisdictional Carve-Outs

Some jurisdictions do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the maximum extent permitted by applicable law.

16.1 General Customer Indemnification Obligations

In addition to your specific UGC indemnification obligations under Section six, you agree to indemnify, defend, and hold harmless Forge Blue Inc., its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services;
• Your violation of these Terms;
• Your violation of applicable law; or
• Your infringement of any third-party rights.

17.1 Governing Law and Forum

Except as provided in Section 18 (EU/UK consumer carve-outs), these Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with:

• The laws of the State of Florida, USA; and
• The laws of the United States of America, without regard to conflict-of-laws principles.

18.1 Non-Waiver of Mandatory Consumer Law

Nothing in these Terms limits any non-waivable rights that European Union (EU) or United Kingdom (UK) consumers possess under applicable local laws, including rights related to unfair terms, consumer guarantees, and withdrawal.

18.2 Local Courts

If you are a consumer resident in the EU or UK, you may have the legal right to bring disputes in the competent courts of your country of residence where required by mandatory consumer protection law.

18.3 Cooling-Off and Withdrawal Rights

If EU/UK consumer withdrawal rights apply to your purchase (such as distance contracts for digital services not fully performed during the withdrawal period with your prior express consent):

• We will honor those rights in accordance with applicable law; and
• Instructions on how to exercise these rights will be provided in our purchase flow or made available upon request.

19.1 Agreement to Arbitrate

You and Forge Blue Inc. agree to resolve all disputes under the following terms:

• Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, "Disputes"), shall be resolved exclusively by final and binding arbitration administered by the International Chamber of Commerce (ICC); and
• Either party may elect to pursue an individual claim in a court of competent jurisdiction for matters that qualify for small claims court.

19.2 Rules and Forum Selection

• Administration and Rules. The arbitration shall be administered by the International Chamber of Commerce (ICC) under the ICC Rules of Arbitration in effect at the time the request for arbitration is filed, which rules are incorporated herein by reference.
• Number of Arbitrators. The arbitration shall be conducted by a single arbitrator.
• Seat. The legal seat (place) of arbitration shall be Fort Lauderdale, Florida, United States.
• Language. The language of the arbitration shall be English.
• Remedies. The arbitrator shall have the authority to grant any remedy available in a court of law, subject to any limitations contained in these Terms.
• Arbitrator Qualifications. Subject to the ICC Rules, the sole arbitrator shall be independent and impartial and shall be either (i) a neutral attorney admitted to practice in any United States jurisdiction or (ii) a retired judge, in each case with no less than fifteen (15) years of civil litigation experience and experience adjudicating commercial disputes.
• Small Claims Procedure. For claims seeking monetary relief of Ten thousand U.S. dollars ($10,000) or less in the aggregate, exclusive of attorneys' fees and costs, the arbitration will, unless the arbitrator determines that an oral hearing is necessary to ensure a fair process, proceed on the basis of written submissions only with no oral hearing.
• Hearing Format for Other Claims. For claims exceeding Ten thousand U.S. dollars ($10,000), the default hearing format shall be by videoconference or telephone conference unless the parties agree to an in-person hearing or the arbitrator determines that an in-person hearing is necessary in the interests of justice; preliminary conferences and evidentiary hearings may be conducted remotely to promote efficiency.
• Procedural Discretion and Precedence. The arbitrator shall retain authority under the ICC Rules to adopt procedures proportionate to the amount in controversy and complexity; to rule on evidence, discovery, and dispositive issues; and to depart from the foregoing presumptions if required to preserve fairness, provide each party a reasonable opportunity to present its case, or comply with applicable law. In the event of any inconsistency between this Section 19.2 and the ICC Rules, the ICC Rules shall govern except where this agreement is expressly permitted to override such rules.

19.3 Governing Law for Arbitration

The governing law for these Terms and for this arbitration agreement (including any question regarding its existence, validity, interpretation, performance, or termination) shall be:

• The laws of the State of Florida, USA; and
• The laws of the United States of America, without regard to conflict-of-laws principles.

19.4 Class Action and Jury Trial Waiver

You and Forge Blue Inc. agree to waive specific litigation rights as follows:

• Class Action Waiver: (i) Claims must be brought only in your or our individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; and (ii) Unless both parties agree otherwise, the arbitrator may not consolidate or join the claims of more than one (1) person or party, and may not otherwise preside over any form of a representative or class proceeding.
• Jury Trial Waiver: (i) To the extent any claim is permitted to proceed in court rather than in arbitration, both parties waive any right to a trial by jury.

19.5 Consolidation and Joinder Restrictions

The arbitral tribunal shall have no authority to consolidate arbitrations or join parties, except with the express written consent of all parties to the affected proceedings.

19.6 Fees and Costs Allocation

The allocation of arbitration fees and costs shall be handled as follows:

• Fees and costs will be allocated by the arbitrator in accordance with the ICC Rules; and
• Each party will bear its own attorneys' fees and costs unless the arbitrator determines that a statute provides for an award of attorneys' fees. The arbitrator may award reasonable attorneys' fees and costs to the prevailing party only if permitted by applicable law and determined to be fair and appropriate.

19.7 Confidentiality

The parties agree to keep confidential:

• The existence of the arbitration;
• All filings, orders, and awards; and
• All materials submitted or exchanged in the arbitration, except: (i) As necessary to prepare for or conduct the arbitration; (ii) To enforce or challenge an award in a court of competent jurisdiction; or (iii) As otherwise required by applicable law.

19.8 Opt-Out Right

• Right to Opt Out. You have the right to opt out of the Binding Arbitration Agreement and Class Action Waiver contained in this Section 19. To exercise this right, you must send a written and signed notice of your decision to opt out to info@ojai.global or to the mailing address specified in Section 20 (Notices).
• Deadline to Opt Out. Your opt-out notice must be sent within Thirty (30) days of the later of: (i) the date you first accept these Terms; or (ii) the date you first use the Services under these Terms. If you do not timely opt out, you agree that you will be bound to resolve disputes through arbitration in accordance with this Section 19.
• Effect of Opting Out. If you properly and timely opt out, Forge Blue Inc. d/b/a OJAI will likewise not be bound by the arbitration provisions with respect to you. If you opt out of the Arbitration Agreement, you may pursue claims in court and may exercise any right to a trial before a judge or jury, as permitted by applicable law. This opt-out does not affect any other terms of these Terms.
• Prior Agreements. Any valid opt-out properly submitted under a prior version of these Terms will be honored. Any prior agreement to arbitrate under an earlier version of these Terms will not apply to claims not yet filed as of the effective date of your opt-out, unless otherwise required by law.
• Changes to Dispute Resolution Terms. If we modify this Section 19 after you have accepted these Terms, your continued use of the Services Thirty (30) days after such modification constitutes your acceptance of the revised Dispute Resolution terms. If you do not agree to the changes, you may opt out of the revised Arbitration Agreement by providing written notice within Thirty (30) days of the effective date of the changes. An opt-out under this subsection (e) applies prospectively and does not revive claims already subject to arbitration.
• Form and Content of Notice. Your opt-out notice must include: (i) your full name; (ii) the email address associated with your account; (iii) your mailing address; and (iv) a clear statement that you wish to opt out of the Arbitration Agreement contained in Section 19 of the OJAI Terms of Service. For organization-provisioned accounts, include the organization name and your role.
• Non-Waivable Consumer Rights. Nothing in this Section 19.8 limits any non-waivable rights under applicable law (including EU/UK consumer law) regarding dispute resolution forums or procedures. Where local law grants you additional rights, those rights continue to apply.

19.9 Severability of Arbitration Provisions

If any portion of this Section 19 is found to be illegal or unenforceable, the following rules apply:

• That specific portion will be severed, and the remainder of Section 19 will remain in full force and effect; and
• If the class action waiver under Section 19.4(a) is found to be unenforceable, this entire arbitration agreement (Section 19) will be deemed null and void, and the Dispute shall instead proceed in court.

20.1 Notices to Customer

We may provide notices to you through the following channels:

• Email sent to the address associated with your account;
• Notifications within the Services; or
• Posting a notice on our website. All notices are deemed given when sent or posted.

20.2 Notices to OJAI

Except for DMCA notices which must follow the procedure in Section seven, you may send legal notices to Forge Blue Inc., doing business as OJAI, at info@ojai.global.

21.1 Restrictions on Assignment and Transfer

Assignment and transfer of these Terms are governed as follows:

• You may not assign or transfer these Terms, or any of your rights and obligations hereunder, without our prior written consent; and
• We may assign these Terms, in whole or in part, without restriction, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

22.1 Modification and Amendment Procedure

We may update these Terms from time to time under the following conditions:

• Material changes will become effective upon notice, which may be provided by email or by posting a notice within the Services; and
• If you continue to use the Services after the effective date of the changes, you accept and agree to the updated Terms. If you do not agree, you must stop using the Services and, if applicable, cancel your subscription.

23.1 Entire Agreement

These Terms, any order forms, and any policies or guidelines referenced or incorporated herein (including our Privacy Policy) constitute the entire agreement between you and us regarding the Services and supersede any prior or contemporaneous agreements or communications.

23.2 Order of Precedence

In the event of a direct conflict between an executed order form and these Terms, the terms of the executed order form shall control solely with respect to the conflicting provision.

24.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable:

• That provision will be enforced to the maximum extent permissible under applicable law; and
• The remaining provisions of these Terms will continue in full force and effect.

24.2 Non-Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, or of any future enforcement thereof.

25.1 Excused Performance and Force Majeure Events

We will not be liable for any delay or failure to perform our obligations under these Terms due to events beyond our reasonable control, including:

• Acts of God;
• Labor disputes;
• Internet failures;
• Utility or telecommunication outages;
• Governmental actions;
• War;
• Civil unrest;
• Epidemics or pandemics; or
• Material shortages.

26.1 Independent Contractor Status

The parties are independent contractors. These Terms do not create:

• A partnership;
• A joint venture;
• An agency relationship;
• A fiduciary relationship; or
• An employment relationship.

27.1 Exclusion of Third-Party Beneficiaries

Except as expressly stated herein (such as the indemnified parties under Section six and Section 16), there are no third-party beneficiaries to these Terms.

28.1 Customer Inquiries and Contact Details

For any questions or concerns regarding these Terms, you may contact Forge Blue Inc., doing business as OJAI, at info@ojai.global.