SafeGora Named Consultant Terms of Service

Document identifier sg-consultant-terms

Version 2026-10-24.1

Effective Date October 24, 2026

1 Definitions and agreement

“SafeGora” means OllieLabs LLC. “Customer” or “Firm” means the business consulting firm named in the accepted order. “Services” means the SafeGora software and functions included in that order. “Order” means the retained record of the Customer, selected subscription, price, quantity, payment timing and accepted documents. “Customer Data” means information supplied by or for Customer or processed for it through the Services. “Employer” means a client organization that controls its own workplace records. “DPA” means the accepted Data Processing Addendum, its standard processing description in Annex A, and any validly agreed supplement. “Customer Cause” means Customer’s uncured material breach under section 10, a breach of section 4 that justifies restriction under section 10, or a prohibited transaction under section 16.

The Agreement comprises the Order, Named Consultant Home Agreement and Named Seat Rider, these Terms, DPA, Privacy Notice, and Refund and Cancellation Policy, each at the identified accepted version. Their express commitments are contractual; privacy acknowledgment does not authorize unspecified optional processing. Mandatory law prevails. Otherwise, conflicts are resolved in this order: a signed amendment, for its identified subject; the DPA, for processing matters; the Privacy Notice, for its express privacy commitments; the Home Agreement and Rider, for service-specific terms; the Order, for permitted customer-specific selections; these Terms; and then the Refund Policy. A purchase-order boilerplate does not amend the Agreement.

2 Acceptance and existing customers

An authorized representative must affirmatively accept the identified documents after an opportunity to review and retain them. The representative confirms authority to bind Customer. An application, invitation, site visit or saved payment method alone is not agreement to a purchase. Customer receives a retained acceptance record and paid-order confirmation. Different terms or economics cannot be accepted using a stale confirmation.

This version applies only through valid acceptance or amendment. Publication does not replace an existing trial, subscription, employer agreement or commission arrangement. Existing rights and properly incurred obligations remain governed by their applicable agreements. No individual gives a personal guarantee merely by accepting for Customer. This offer is available only to firms established in the United States. SafeGora may decline an application or end a trial if this condition is not met.

3 Access and permitted client work

SafeGora grants Customer a nonexclusive right to use the Services during its trial, subscription and expressly authorized recovery or export period. Named consultants are identified humans active in the Firm workspace or consultant roster. Active administrators count; duplicate representations of the same person within the Firm count once. Client-workspace copies alone do not add seats. Customer may reassign a seat after deactivation, but may not share credentials or rotate simultaneous users to evade capacity limits.

Customer may perform consulting work within each Employer’s actual access grant and the user’s permitted role. Seat payment provides no client access, filing authority or certification authority. Employers retain control of their records and responsibility for required review, submission, posting and retention. Revocation ends corresponding consultant access without deleting the Employer’s records or lawful audit history. Client subscriptions and commissions remain separate.

4 Customer responsibilities

Customer must maintain accurate contacts, protect individual credentials, promptly remove departing users, report suspected unauthorized access, and provide lawful instructions and necessary notices and permissions. It is responsible for its authorized users’ conduct, except to the extent caused by SafeGora’s breach.

Customer must not bypass access or billing controls, introduce malicious code, materially disrupt others, infringe rights, upload information without authority, resell employer accounts or copy protected software to build a competing product. Independent development and lawful use of Customer’s own information remain permitted. Customer must not reverse engineer the Services except where applicable law permits it despite this restriction. When using AI features, Customer and its users must also comply with the Google Generative AI Prohibited Use Policy (policies.google.com/terms/generative-ai/use-policy).

5 Trial and initial payment

The named-consultant offer is USD 79 per purchased seat per month, plus applicable tax, billed in advance. The trial allows up to ten consultants for thirty consecutive days beginning when the Firm workspace is approved and its initial setup is complete, with displayed start and expiry. No card is required. Waiting for client access does not pause or restart it.

A paid subscription requires an authorized payer’s affirmative acceptance of the actual quantity, first total, timing, renewal and recurring-payment authorization. Saving a card does not elect payment. Default conversion occurs at the disclosed trial expiry. If offered, an expressly selected “Convert now” election charges the reviewed amount immediately and ends the remaining free trial when paid service is confirmed. A purchase after expiry begins at the disclosed time without retroactive gap charges or a new trial.

The active roster must fit the selected positive whole paid quantity. A reviewed initial purchase may exceed ten. SafeGora will not silently bill all trial seats or increase quantity to match the roster. Paid capacity requires confirmed payment or an expressly agreed settlement. An uncertain payment outcome must be reconciled before another attempt can create a duplicate charge.

6 Renewals fixed paid quantity and cancellation

The subscription renews monthly at the initial accepted paid quantity and USD 79 unit price, plus tax under the disclosed rule, until valid cancellation or a separately reviewed and accepted compatible change. Unassigned purchased seats remain billable. Invoices identify charges and tax; a changed first-payment total requires renewed review.

This release opens only the no-card trial; new paid purchases are paused with no promised availability date. Paid provisions apply only to a later separately offered and accepted paid Order. For subscriptions first accepted under this limited release, paid consultant license increases and decreases are unavailable. The firm selects its initial paid quantity through a reviewed Order; that accepted quantity continues at renewal until cancellation or a separately reviewed and accepted compatible change becomes available. No availability date for quantity changes is promised. Trial participation and roster management remain available; initial paid selection requires a separate paid release. Existing payment-method, cancellation, billing and record-return rights remain unchanged. No informal account edit creates payment authorization. This limitation does not alter existing customers' accepted agreements, mandatory rights, billing corrections or express contractual remedies.

Customer may cancel using the billing control or an authorized email to Ollie@safegora.com. A request submitted through the control, or correctly emailed before renewal without a delivery-failure notice, is timely and prevents that renewal. The deadline is the renewal time shown in billing or, if none is shown, 11:59 p.m. Pacific Time on the day before the renewal date. Paid-through access remains available, subject to independent lawful suspension grounds. If controls are temporarily unavailable, email remains available; processing delay or reasonable verification must not defeat a timely legitimate request. A scheduled first charge may be canceled before collection on the same basis.

Ordinary cancellation, unused seats or reduced use does not refund the current period. Billing corrections, mandatory rights and express termination remedies remain available. Failed payments permit lawful retries of the authorized obligation, not duplicate subscriptions or new quantities. No fixed recovery grace, late fee or interest is promised. Card replacement cannot supply missing acceptance or release an unauthorized charge.

If a renewal payment is not collected within 10 days after its due date, SafeGora may suspend access, other than billing and export access, after notice. SafeGora may end the subscription if payment remains outstanding at the next renewal date. The cure period in section 10 does not require SafeGora to provide unpaid service.

7 Ownership, license and AI features

SafeGora and its licensors own the Services. Customer and relevant rights holders retain Customer Data rights. Customer grants the limited rights needed to host, reproduce, transmit, adapt and process Customer Data to deliver, maintain, secure and support the agreed functions, including enabled AI functions, through the providers and purposes described in the DPA and Privacy Notice. This does not authorize unrelated sale, advertising or an undisclosed processing purpose. SafeGora may also use Customer Data to maintain and improve the Services, but not to train generative models or build profiles, and may use aggregated or de-identified data that does not identify Customer, an Employer or any individual. Employer records do not become the consultant’s property.

AI functions, when made available and enabled for Customer, may transmit relevant inputs and context to the disclosed provider and return generated output. Acceptance of this Agreement does not by itself activate an AI feature. Actual retention and permitted provider uses depend on the identified service, account, settings and agreements; these Terms make no zero-retention promise, and the DPA limits provider training. A new purpose or provider use must comply with the DPA, Privacy Notice and applicable consent requirements.

Customer-enabled integrations. If an authorized user connects the Services to a third-party AI host or other integration, SafeGora will send that host the permitted results the user requests. Those results may contain Customer Data. The host acts under its own terms with Customer or the user and is not SafeGora’s subprocessor. Customer must ensure that each affected Employer has authorized that disclosure. Disconnecting stops further disclosure but does not recall information already sent.

Outputs can be inaccurate, incomplete, nonunique or subject to others’ rights. Customer must review them before relying on, filing or sharing them. No output is a legal opinion, regulatory certification or substitute for professional judgment. No AI-output intellectual-property indemnity or upstream-provider indemnity is promised. Customer grants SafeGora a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate any suggestions or other feedback about the Services (Feedback) without obligation. Feedback does not include Customer Data, and confidential or personal information remains protected by the Agreement.

8 Privacy, security and verification

SafeGora will comply with the accepted DPA and Privacy Notice, follow lawful documented processing instructions, and maintain their agreed safeguards. Actual roles and applicable law govern; neither a subscription label nor this Agreement executes missing transfer clauses or a business associate agreement. Do not supply HIPAA-regulated information requiring an unexecuted BAA. Employment injury facts are not automatically HIPAA PHI; their source, role and purpose must be assessed.

Verification begins with available reports and reasonable written responses, without implying a certification exists. If insufficient, Customer may seek proportionate additional review under the DPA. Ordinary reviews may be coordinated annually; material incidents, credible noncompliance and regulatory requirements permit additional review. Customer ordinarily bears its auditor’s costs and reasonable incremental assistance costs agreed beforehand; SafeGora bears reasonable verification and remediation costs where material noncompliance is established. No report-only condition, fee or scheduling rule may obstruct mandatory audit rights, a regulator or required assistance.

9 Confidentiality

Each party will protect information reasonably understood to be confidential with reasonable care, use it only for the Agreement’s purposes, and disclose it only to people needing it who are bound by appropriate duties. Customer Data is confidential. Information independently developed, lawfully obtained without restriction, already lawfully known, or made public without breach is excluded.

Legally required disclosure must be limited and, where lawful, preceded by notice and reasonable cooperation. Protected reporting, regulator communications and legal advice remain allowed. Return, deletion and permitted protected retention follow the DPA. Confidentiality continues while information remains confidential; it does not authorize indefinite retention.

10 Service commitments and remedies

Each party has authority to enter the Agreement. SafeGora will perform its express service, processing and security commitments. Except for those commitments and nonwaivable rights, Services are provided “as is” and “as available,” without implied warranties of merchantability, fitness or noninfringement. There is no guaranteed uptime, response time or recovery objective unless a separately accepted SLA expressly provides one. These disclaimers do not remove express refunds, indemnities or return-of-data duties.

Either party may terminate the Agreement for a material breach that remains uncured thirty days after reasonably detailed notice. Immediate proportionate restriction is permitted for an imminent security threat, unlawful access, serious harm or binding legal requirement, with notice where practicable and lawful, and restoration when justified. Payment suspension cannot independently remove previously paid-through rights.

SafeGora may decline renewal on at least thirty days’ notice. Unused prepaid fees are refundable after Customer validly terminates for SafeGora’s uncured material breach, SafeGora ends paid service early without Customer Cause, an incurable covered IP claim causes termination, or the DPA permits termination for an unresolved reasonable subprocessor objection. These agreed remedies need no additional discretionary approval. For this indivisible subscription, refund the net prepaid fee multiplied by the actual unused fraction of the period, correct tax, and deduct prior credits or refunds for the same amount.

11 Ending service and records

Ordinary access ends at expiry or termination, but Customer retains billing and evidence access and at least thirty days to export information it is entitled to receive, through a secure assisted method where necessary. A new paid subscription is not required for that return right. A revoked consultant cannot export Employer records without renewed authority; the Employer’s contract and custodianship continue.

Working-copy deletion, backups, infrastructure audit records and legal holds follow the actual retention categories and periods in the DPA and Privacy Notice. A shorter application-log period does not override a separately disclosed provider-required audit period. Retained copies remain restricted; Customer’s own statutory retention duties continue. Accrued payment, confidentiality, ownership, dispute and applicable processing obligations survive as necessary.

12 Indemnities

SafeGora will defend a third-party claim that its unmodified software or documentation, used as permitted, infringes intellectual-property rights, and pay covered final judgments or approved settlements. Customer will provide the same protection for a third-party claim that Customer-supplied content infringes those rights. Customer will also defend SafeGora against a third-party claim arising from (a) Customer Data that Customer or its users supplied without the authority, notices or permissions required by law or by the applicable Employer, or (b) use of the Services in breach of section 4, and will pay covered final judgments or approved settlements. These obligations are subject to section 13 and include reasonable defense costs within its applicable cap. They do not cover AI-generated outputs merely because the output was generated through the Services.

Coverage excludes a claim to the extent caused by the protected party’s unauthorized modification, prohibited use or combination where infringement would not otherwise occur. Customer’s indemnities do not cover SafeGora’s use outside lawful instructions. Prompt notice is required, but delay excuses performance only to the extent materially prejudiced. The defending party controls a competent defense, keeps the other informed and pays reasonable cooperation costs. Settlement requires consent if it admits the protected party’s fault, imposes nonmonetary duties or lacks a full release. Consent must not be unreasonably withheld.

SafeGora may procure continued use or provide materially equivalent noninfringing software. If neither is reasonably available, it may terminate affected service and provide the section 10 refund. A failure to provide a required defense permits reasonable self-defense and recovery within the same coverage and cap.

13 Liability allocation

“Annual Fees” means fees paid or properly payable for the Services in the twelve months before the event giving rise to the claim; related events are treated together. Each party’s ordinary aggregate liability under the Agreement is limited to Annual Fees. Covered IP indemnities have a cap equal to the greater of Annual Fees or USD 100,000. Claims caused by breach of security, privacy, data-processing or confidentiality duties have a cap equal to the greater of three times Annual Fees or USD 250,000.

These limits do not stack. For all capped claims combined, recovery cannot exceed the highest applicable cap, and each category remains subject to its own limit. Defense costs, judgments and settlements reduce the applicable aggregate. Different labels, legal theories or indemnity claims do not multiply recovery. Ordinary Annual Fees may be zero during a free trial; during a trial with no Annual Fees, the IP and security/privacy/confidentiality caps are USD 10,000 each instead of the USD 100,000 and USD 250,000 floors.

Neither party is liable for indirect, special, consequential or punitive damages or lost profits or goodwill. This exclusion does not prevent covered third-party judgments and settlements under section 12, or reasonable direct incident investigation, notification, containment and restoration costs caused by breach of the duties subject to the higher security/privacy/confidentiality cap.

The caps and the exclusion of indirect damages in this section do not apply to fraud, willful misconduct or liability that law prohibits limiting. Properly due payment obligations, billing corrections and express refunds remain payable. No term limits a regulator’s powers or a person’s nonwaivable rights. There is no duplicate recovery for the same loss.

14 Notices and changes

Ordinary contractual notices use Ollie@safegora.com and Customer’s designated account contacts. Unless earlier delivery is established, a properly addressed email is deemed received the next business day after sending if no failure notice is returned and the sender has no reason to know delivery failed. Mandatory notice and service-of-process rules prevail. Billing cancellation instead uses section 6’s sending-before-deadline rule, without an added business-day delay.

Material prospective amendments require at least thirty days’ direct notice identifying the changes, version, effective date and cancellation option; longer required periods apply. Current-period rights and accrued claims are preserved. Price or quantity changes, expanded data uses requiring consent, or changes to liability limits or dispute resolution require affirmative acceptance. For other changes, continued use after clear notice and the effective date constitutes acceptance only where law permits. A page edit alone is insufficient. If a change is not accepted, the existing Agreement continues until valid cancellation, nonrenewal or termination; no changed charge is collected without authority.

15 Governing law, disputes and claims period

Before starting arbitration or court proceedings, a party must send a written description of the dispute, and the parties must try in good faith to resolve it for 30 days. This does not prevent interim relief or cause a claim to expire.

Oregon law governs, without regard to its conflict-of-laws rules and subject to nonwaivable law; the Federal Arbitration Act applies where applicable. Disputes arising out of or relating to the Agreement are resolved by individual binding AAA arbitration under its Commercial Rules applicable when filed, in English before one arbitrator, seated in Portland, Oregon, or with agreed remote hearings. The procedural rules and fees are available at adr.org/rules-forms-and-fees/commercial/. They do not amend substantive contract rights. Judgment may be entered by a competent court.

No class arbitration is agreed. Courts decide formation and enforceability of that restriction. Nonwaivable representative remedies, regulatory complaints and claims that cannot lawfully be arbitrated remain available. Either party may seek interim court protection for confidential information, data or intellectual property. Nonarbitrable disputes belong in the state courts located in Washington County, Oregon, or the federal courts for the District of Oregon, unless mandatory law requires otherwise. Either party may instead bring an individual claim in a small-claims court with jurisdiction. For any claim that proceeds in court, each party waives trial by jury where law permits.

Ordinary contractual claims between the parties must be commenced within two years after legal accrual. This does not shorten nonwaivable or statutory privacy rights, bar claims for fraud or concealed wrongdoing, displace applicable tolling, or start an indemnity claim’s period before it legally accrues. An unenforceable restriction yields to the applicable statutory period.

16 General provisions

Each party must comply with applicable export-control and sanctions law; neither must perform a prohibited transaction. SafeGora may conduct reasonable checks and proportionately restrict prohibited use.

Neither party may assign without consent, not unreasonably withheld, except to a business successor that assumes the obligations on notice and satisfies applicable processing restrictions. Events beyond reasonable control excuse affected performance only while reasonably mitigated; they do not erase payment already due or mandatory remedies. The parties are independent contractors. Sever invalid provisions only as law permits. A waiver must be attributable to its giver. This Agreement supersedes proposals about its own Order, not independent Employer, historical or commission contracts.

There are no third-party beneficiaries. Employers, workers and other individuals cannot enforce the Agreement, but their nonwaivable statutory rights are unaffected. Subject to the preceding exclusions, the Agreement is the parties’ entire agreement about its Order and supersedes prior proposals and understandings about it. It may be accepted electronically and executed in counterparts. “Including” means “including without limitation”, and headings do not affect interpretation.