ORTAIRE TERMS OF USE

Effective Date: September 9, 2026

These Terms of Use (“Terms”) govern the use of the website operated by Ortaire LLC, a California limited liability company (“Ortaire,” “we,” “us,” or “our”), including www.ortaire.com and related webpages (the “Website”), and the products, materials, assessments, workshops, consulting services, implementation support, and other offerings made available by Ortaire (“Offering” and, collectively, the “Offerings”).

For purposes of these Terms, “you” means the individual using the Website, and “Customer” means the party that accepts these Terms in connection with an Offering.

Please read these Terms carefully before using the Website or access any Offering. A separate statement of work, engagement letter, order form, or other written agreement with Ortaire (for the purpose of these Terms, each, an “SOW”) may contain additional or different terms.

If you do not agree to these Terms, do not use the Website or purchase or use an Offering that is subject to them.

Privacy

Ortaire’s collection and use of personal information in connection with the Website and Offerings is described in the Ortaire Privacy Notice available at https://www.ortaire.com/privacy.

Before using the Website or Offerings, please review our Privacy Notice.

Updates

Ortaire may update these Terms prospectively from time to time.

If Ortaire makes any material changes to the Terms, we will provide a separate notice to the affected individuals or parties as required by applicable law. The effective date shown at the beginning of these Terms identifies the version then in effect.

Ortaire’s Offerings and Terms

Ortaire provides AI governance resources, educational materials, assessments, workshops, consulting services, and implementation support designed to help organizations develop and operationalize responsible AI governance practices.

The Offerings are intended for business, professional, institutional, and organizational use. They are not offered for personal, family, or household purposes.

You may access or use an Offering only if you have reached the age at which you may enter into a legally binding contract in your jurisdiction and have legal capacity to enter into these Terms. If you accept these Terms on behalf of an organization or institution, you represent that you have authority to bind it. If you do not satisfy these requirements or do not have the required authority, you may not access or use an Offering.

The specific scope, timing, deliverables, fees, and other responsibilities for customized professional services will be described in the applicable SOW.

If there is a conflict among applicable documents, they control in the following order:

1. the applicable SOW;

2. these Terms; and

3. the applicable product description on the Website.

Third-Party Products, Services, and Terms

The Website and Offerings may reference, link to, interact with, or depend on third-party products, software, AI models, platforms, websites, payment providers, scheduling tools, or other services. These third-party products and services are governed by the respective third party’s own terms, policies, and practices.

Unless expressly stated otherwise, Ortaire does not control or warrant third-party products or services and is not responsible for their availability, accuracy, security, functionality, outputs, changes, outages, discontinuation, or other acts or omissions.

You are responsible for evaluating and complying with the terms applicable to third-party products and services you select or use.

Nature of the Offerings

Ortaire may provide self-service materials as well as guided or customized services. Our assessments, templates, worksheets, frameworks, methodologies, examples, checklists, processes, guidance, and similar resources are intended as practical starting points. Customer is responsible for determining whether and how these resources should be adapted to Customer’s organization, systems, data, industry, jurisdictions, risk profile, policies, contractual obligations, and use cases.

Customer remains solely responsible for conducting any further diligence, risk assessment, professional review, or validation appropriate to its circumstances.

Unless agreed otherwise in writing, Ortaire does not access, host, operate, or supervise Customer’s AI, IT, security, or other systems. Such systems are implemented in environments and infrastructure selected and controlled by Customer.

Where performance of an engagement requires Ortaire to access Customer systems or data, that access will be limited to what is set forth in the applicable SOW and reasonably necessary to perform the agreed services.

Ortaire may change, add, replace, or discontinue Offerings from time to time.

AI Disclosure

Some of our free assessments and other automated responses provided through the Website are, in part or entirely, generated by artificial intelligence and should serve only as informational and directional starting points. They rely on the information and context you provide and do not independently verify that information or provide a comprehensive assessment of every legal, technical, operational, ethical, or other risk. Ortaire also does not independently verify information you provide through the assessment.

Ortaire may use artificial intelligence to create, develop, improve, or update an Offering, including product and workshop materials. Where applicable law requires disclosure of such use, Ortaire will provide Customer with the required information.

No Legal Advice

Ortaire is not a law firm and does not provide legal advice. Using the Website or an Offering does not create an attorney-client relationship with Ortaire or any Ortaire personnel.

Our Offerings and other resources may support organizational governance and decision-making but they do not replace advice from legal counsel familiar with Customer’s specific circumstances. Customer remains responsible for obtaining legal advice from its own qualified counsel where appropriate.

Intellectual Property Rights

The Website and all materials created, developed, or provided by Ortaire, including its methodologies, frameworks, assessments, questions, scoring structures, templates, worksheets, checklists, diagrams, visual models, educational materials, workshop materials, presentations, exercises, prompts, AI skills, sample workflows, technical artifacts, configurations, software, code, documentation, and other proprietary content (collectively, “Ortaire Materials”) are owned by Ortaire or its licensors and are protected by applicable intellectual-property laws.

Except for the limited rights expressly granted in these Terms or an applicable SOW, Ortaire reserves all right, title, and interest in and to the Ortaire Materials.

Internal Use of Ortaire Materials

Ortaire owns all right, title, and interest in the Ortaire Materials. Without transferring any ownership or related rights, Ortaire grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to use Ortaire Materials made available to Customer as part of an Offering solely for Customer’s own internal business purposes and only under the conditions set forth below.

Customer may use the Ortaire Materials in any of the following ways:

  • Customer May Use It: Customer may use Ortaire Materials made available to Customer as part of an Offering for Customer’s internal business purposes.
  • Customer May Print It: Customer may print Ortaire Materials for Customer’s internal business purposes.
  • Customer May Share It Internally: Customer may share Ortaire Materials, excerpts, and internal adaptations within Customer’s organization for its internal business purposes.

Use of Ortaire Materials is also subject to the restrictions under “Prohibited AI and Other Uses” below.

Unless an SOW expressly states otherwise, Customer-specific deliverables may incorporate Ortaire Materials. Customer may use the applicable deliverable only for its own internal business purposes as set forth in this section.

No Commercial Exploitation or External Use of Ortaire Materials

Customer may use Ortaire Materials to govern and support its own organization, but may not use Ortaire Materials to advise or provide services to third parties, including its own clients. Customer may not commercially exploit Ortaire Materials or use them to provide products or services to any third party unless Ortaire expressly authorizes that use in a separate written agreement. Customer may not, in either printed or electronic format:

  • sell, share, license, or otherwise make available Ortaire Materials to parties outside Customer’s organization;
  • publish or publicly display Ortaire Materials;
  • provide Ortaire Materials to clients or other third parties;
  • incorporate Ortaire Materials into products or services offered to third parties;
  • incorporate Ortaire Materials into client deliverables;
  • use Ortaire Materials to provide consulting, advisory, training, assessment, implementation, or other services to clients or third parties;
  • white-label or rebrand Ortaire Materials; or
  • create or distribute a commercial template, assessment, methodology, content, or governance library based on Ortaire Materials.

Prohibited AI and Other Uses

The Website and Offerings may only be used for lawful purposes and for their intended purposes.

You and, if you are a Customer, Customer may not use, or assist another person to use, the Website, Offerings, or Ortaire Materials:

  • to train, fine-tune, or otherwise develop an artificial intelligence or machine-learning model;
  • to use scraping, crawling, bots, automated extraction, data mining, or similar techniques to systematically acquire or compile Ortaire Materials;
  • to create, assemble, enrich, or improve a dataset intended for model training, fine-tuning, development, or commercialization;
  • to develop a competing product, service, methodology, assessment, governance library, template library, content library, or substantially similar commercial resource;
  • to engage in unlawful, fraudulent, or deceptive conduct;
  • to threaten, harass, intimidate, abuse, defame, or unlawfully discriminate against another person;
  • to infringe, misappropriate, or violate any rights of another person or entity, including intellectual-property, privacy, and confidentiality rights; or
  • to falsely represent that a product, service, assessment, AI system, agent, workflow, or other output is provided, certified, approved, endorsed, or validated by Ortaire.

Customer Responsibilities for AI Systems, Agents, and Workflows

Customer controls and remains responsible for its use of artificial intelligence and for decisions made concerning its AI systems, agents, and workflows. Without limitation, Customer is responsible for:

  • selecting appropriate AI technologies, models, vendors, systems, and use cases;
  • determining whether and when a system, agent, or workflow may be deployed;
  • determining the authority and actions permitted for an AI system or agent;
  • configuring Customer systems and permissions;
  • determining how data collected, used, or otherwise processed by Customer, its affiliates, or third parties with which Customer interacts may be handled;
  • ensuring that Customer has the necessary rights and permissions for systems, software, models, data, accounts, credentials, and content it uses;
  • testing and validating AI systems;
  • reviewing AI inputs, outputs, recommendations, and actions as appropriate;
  • establishing human review, intervention, approval, escalation, and stop mechanisms;
  • monitoring deployed AI systems and agents;
  • responding to errors, unexpected behavior, incidents, or other concerns;
  • implementing appropriate safeguards and corrective actions; and
  • complying with applicable laws, regulations, professional obligations, contracts, and Customer policies.

An AI agent or AI-enabled workflow may generate outputs, communicate with persons or systems, modify information, initiate transactions, execute tasks, or take other actions. Customer is solely responsible for determining the authority granted to an AI agent or workflow and for its deployment, operation, monitoring, and continued use.

Collaboration with Ortaire in designing, configuring, testing, or implementing an AI system, agent, or workflow does not transfer operational responsibility to Ortaire.

Customer Information and Confidentiality

As between Ortaire and Customer, Customer retains its rights in information, data, documents, content, and other materials supplied by Customer to Ortaire (“Customer Materials”). Customer grants Ortaire a limited right to access and use Customer Materials to the extent reasonably necessary to provide the applicable Offering and exercise Ortaire’s rights under the applicable agreement.

Customer represents that it has sufficient rights and authority to provide Customer Materials for the contemplated use.

Unless an SOW or separate confidentiality agreement states otherwise, Customer should not provide any sensitive information, including any trade secrets, credentials, Social Security numbers, health information, sensitive financial information, privileged communications, or other sensitive information that is not reasonably necessary for the applicable interaction. If Customer inadvertently provides information that it considers privileged or confidential and that was not intended to be provided to Ortaire, Customer must notify Ortaire promptly at hello@ortaire.com.

Fees and Purchases

Fees for paid Offerings are stated at the time of purchase or in the applicable SOW. Customer is responsible for applicable taxes, duties, or governmental charges associated with a purchase, other than taxes based on Ortaire’s net income.

Except as otherwise stated at the time of purchase, in an applicable SOW, or as required by law, fees are non-refundable.

Payment, deposit, cancellation, rescheduling, and other financial terms for customized services will be governed by the applicable SOW.

Suspension and Termination

Ortaire may suspend or restrict access to the Website or an Offering where reasonably necessary to protect Ortaire Materials from prohibited or unauthorized uses, protect Ortaire’s rights, comply with applicable law, or protect Ortaire, its systems, or its users from material harm.

If we terminate a license for a breach by Customer or other legal reasons, Customer must cease the unauthorized use and, at Ortaire’s reasonable request, delete or destroy affected copies of Ortaire Materials, except where retention is required by law.

Provisions that by their nature should survive termination, including intellectual-property restrictions, payment obligations accrued before termination, liability limitations, indemnification, and dispute-resolution provisions, will survive.

No Guarantees and Disclaimer of Warranties

ORTAIRE DOES NOT WARRANT OR GUARANTEE THAT USE OF AN OFFERING, INCLUDING ANY RECOMMENDATION, CONFIGURATION, TESTING ASSISTANCE, TEMPLATE, PLAYBOOK, WORKSHOP, OR OTHER GUIDANCE PROVIDED BY ORTAIRE, WILL RESULT IN LEGAL COMPLIANCE; IDENTIFY, ELIMINATE, OR PREVENT EVERY AI-RELATED RISK; RESULT IN SUCCESSFUL IMPLEMENTATION OR DEPLOYMENT; PRODUCE A PARTICULAR PRODUCTIVITY, FINANCIAL, OPERATIONAL, OR BUSINESS RESULT; OR REMAIN APPROPRIATE AS TECHNOLOGIES, SYSTEMS, RISKS, OR INDUSTRY PRACTICES CHANGE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, THE OFFERINGS, AND ANY ORTAIRE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER ORTAIRE NOR ANY PERSON ASSOCIATED WITH ORTAIRE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, THE OFFERINGS, OR ANY ORTAIRE MATERIALS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ORTAIRE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND RESULTS.

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ORTAIRE AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE WEBSITE, AN OFFERING, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.

THE FOREGOING LIMITATIONS INCLUDE, TO THE FULLEST EXTENT PERMITTED BY LAW, CLAIMS ARISING FROM THE OUTPUTS, DECISIONS, ACTIONS, OMISSIONS, OR OPERATION OF CUSTOMER-CONTROLLED AI SYSTEMS, AGENTS, OR WORKFLOWS, INCLUDING SYSTEMS DESIGNED OR IMPLEMENTED IN COLLABORATION WITH OR WITH ASSISTANCE BY ORTAIRE, OR BY USING ORTAIRE MATERIALS.

WITH RESPECT TO THE WEBSITE, FREE ASSESSMENTS, AND OTHER FREE OFFERINGS, ORTAIRE WILL HAVE NO MONETARY LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

ORTAIRE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PAID OFFERING WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO ORTAIRE FOR THE SPECIFIC OFFERING GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED OR EXCLUDED.

Indemnification

Customer agrees to defend, indemnify, and hold harmless Ortaire and its members, managers, officers, employees, contractors, and agents from and against any third-party claims, liabilities, damages, judgments, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s breach of the intellectual-property, license, commercial-use, or prohibited-use provisions of these Terms; (b) Customer Materials or Customer’s use of data infringing, misappropriating, or violating third-party rights; (c) Customer’s unlawful use or deployment of an Offering or AI system; or (d) the deployment, operation, output, or actions of a Customer-controlled AI system, agent, or workflow, including one developed with Ortaire’s guidance, except to the extent caused by Ortaire’s fraud, willful misconduct, or other liability that cannot lawfully be shifted to Customer.

Ortaire will provide reasonable notice of a covered claim. Customer will control the defense with counsel reasonably acceptable to Ortaire, but may not settle a claim in a manner that admits wrongdoing by Ortaire, imposes liability or obligations on Ortaire, or restricts Ortaire’s business without Ortaire’s prior written consent.

Governing Law and Jurisdiction

These Terms, and any dispute or claim arising from or related to them, including non-contractual disputes or claims, are governed by the laws of the State of California, without regard to conflict-of-laws principles.

Except for disputes required to be arbitrated as set forth below, for matters properly heard in court, Customer consents to exclusive jurisdiction and venue in the state and federal courts located in San Francisco County, California, to the extent permitted by law. Customer waives any objections to jurisdiction or venue in those courts.

Dispute Resolution and Arbitration

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. Except for a request for temporary or preliminary court relief reasonably necessary to protect intellectual-property rights, confidential information, systems, or security pending arbitration, any dispute, claim, or controversy arising out of or relating to these Terms, an Offering, an SOW incorporating these Terms, or the relationship between Ortaire and Customer will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect before one arbitrator. The arbitration will take place in San Francisco, California, although hearings may be conducted remotely, where permitted by the arbitrator and applicable rules.

Before initiating arbitration, a party must provide written notice describing the dispute and requested relief and allow thirty (30) days for good-faith efforts to resolve the matter. Judgment on an arbitral award may be entered in any court with jurisdiction.

No Assignments

Customer may not assign these Terms, an SOW, or its rights to Ortaire Materials without Ortaire’s prior written consent. Ortaire may assign these Terms in connection with a merger, reorganization, sale of substantially all relevant assets, or similar corporate transaction.

Severability

If any provision of these Terms is held invalid or unenforceable, it will be limited or severed to the minimum extent required, and the remaining provisions will remain in effect.

Entire Agreement

These Terms, together with any applicable SOW and terms expressly incorporated into them, constitute the agreement between Ortaire and Customer regarding the applicable Offering and supersede prior discussions or understandings concerning the same subject matter.

These Terms do not create rights in any person or entity other than Ortaire and Customer, except that persons expressly protected under the Limitation of Liability or Indemnification provisions may rely on those provisions.

Contact

The Website and the Offerings are operated by:

Ortaire LLC

447 Sutter Street

STE 405 #8

San Francisco, CA 94108

United States

Email: hello@ortaire.com

If you have any questions about these Terms, please contact us at hello@ortaire.com.