Terms of Service

1.1 Binding Agreement.

By signing or electronically accepting an Order Form, checking an acceptance box, clicking an acceptance button, creating or activating an Account after being presented with these Terms, or otherwise electronically indicating acceptance, the Client agrees to be bound by these Terms and the Oboda Privacy Policy. The individual accepting on behalf of an entity ("Representative") represents that he or she has authority to bind that entity. The Client or its Representative is responsible for acceptance and use of the Services by its Users and other persons to whom it provides access.

1.2 Business Use.

The Services are offered for business use. A Representative accepting these Terms must have legal capacity and authority to enter into this Agreement on behalf of the Client. Oboda may request reasonable evidence of authority, including valid corporate authorizations under the applicable laws where appropriate.

1.3 Contract Documents.

The agreement between Oboda and the Client consists of: (a) the applicable Order Form; (b) these Terms; (c) the Oboda Privacy Policy; (d) any additional statement of work, service level agreement, data processing addendum, or other document that is expressly incorporated by reference in the Order Form, and (e) any amendments or modifications to these Terms subsequently provided by Oboda and accepted by the Client or its Representative.

1.4 Effective Date.

The Agreement becomes effective on the date the applicable Order Form is accepted by both Parties, or on another date expressly stated in the Order Form (the "Effective Date").

3.1 Subscription Period.

Unless the Order Form states otherwise, each Subscription Period is twelve (12) months. The Subscription Period establishes the applicable subscription pricing and renewal cycle.

3.2 Annual Price Lock.

The subscription price stated in the Order Form will not be increased during the then-current Subscription Period for the Services and scope covered by that Order Form. The Client remains responsible for all Fees due for the committed Subscription Period even if the Client elects to stop using the Services, reduces its usage, or access is suspended due to the Client's breach. Additional modules, additional services, upgrades in plan, custom work, or other Client-requested changes may be separately priced when added.

3.3 Automatic Renewal.

Unless either Party gives written notice of non-renewal at least thirty (30) calendar days before the end of the then-current Subscription Period, the subscription automatically renews for successive twelve (12) month Subscription Periods, unless the Order Form states otherwise.

3.4 Renewal Pricing.

Oboda may change renewal pricing by giving the Client at least forty-five (45) calendar days' advance written notice before the applicable renewal date. Any pricing change takes effect only at renewal and will not modify the price during the current Subscription Period. Upon receiving notice of a pricing change, the Client may elect to renew or not renew the subscription in accordance with Section 3.3.

3.5 Monthly Billing Does Not Create a Remaining-Term Payment Obligation.

Unless an Order Form expressly states a minimum commitment, a Client billed monthly may terminate in accordance with Section 17 and is not required to pay Subscription Fees for periods after the effective termination date. The twelve-month Subscription Period primarily establishes the annual pricing and renewal cycle for monthly-billed subscriptions.

4.1 Limited License.

Subject to the Agreement, payment of applicable Fees, and the Client's compliance with these Terms, Oboda grants the Client a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right during the Subscription Period to access and use the Platform and Services solely for the Client's internal business purposes.

4.2 Authorized Users.

The Client may permit its authorized Users to access the Services. The Client is responsible for all activity conducted under its Accounts and for ensuring that its Users comply with the Agreement.

4.3 Account Security.

The Client must keep credentials confidential, use reasonable account-security practices, and promptly notify Oboda if it becomes aware of unauthorized access or suspected compromise of an Account.

4.4 No Transfer or Resale.

The Client may not resell, sublicense, lease, distribute, make the Services available to an unrelated third party, or use the Services to operate a service bureau, except with Oboda's prior written approval.

5.1 Platform Services.

Depending on the plan and modules identified in the Order Form, the Services may include inventory management, purchasing and receiving, sales and order management, releasing and logistics, reporting, finance-related workflows, AI-enabled tools such as oVision, oGPT, or oInsight, and other standard features made available by Oboda.

5.2 Standard Updates.

Standard platform updates and upgrades generally made available to Clients on the same applicable plan are included in the Subscription Fee unless an Order Form states otherwise. Oboda may modify, improve, replace, or discontinue individual features as the Platform evolves, provided that Oboda will not intentionally and materially reduce the overall core functionality of the subscribed Services during the current Subscription Period without a reasonable replacement or business justification.

5.3 Hosting and Availability.

Oboda will use commercially reasonable efforts to operate and maintain the hosted Services. Unless a separate written service level agreement is expressly incorporated into the Order Form, no specific uptime percentage, response time, or resolution time is guaranteed.

5.4 Maintenance and Dependencies.

Availability may be affected by scheduled or emergency maintenance, telecommunications or internet failures, third-party cloud or service-provider outages, Client systems, security incidents, force majeure events, and other circumstances outside Oboda's reasonable control. Oboda will use commercially reasonable efforts to minimize material disruption.

5.5 Backups.

Oboda will maintain commercially reasonable backup and recovery practices appropriate to the hosted Services. However, Oboda does not guarantee the restoration of all Client Data from its backups. Backups are merely intended for service continuity and disaster recovery and are not a substitute for the Client's own record-retention obligations, exports, or legally required archives.

5.6 Third-Party Services.

The Platform may interoperate with third-party products, payment services, cloud providers, messaging services, AI services, or other external systems. Such third-party services may be subject to separate provider terms. Oboda is not responsible for third-party services to the extent a failure or loss is caused by the third party and not by Oboda's breach of the Agreement.

If the Client elects to use a third-party product, integration, payment provider, cloud service, messaging service, AI service, or other external system with the Services, the Client authorizes Oboda to exchange Client Data with that provider only as reasonably necessary to enable the integration. The Client is responsible for its relationship with, and compliance with the terms of, the third-party provider.

6.1 Paid Implementation.

Where the Client purchases paid onboarding or implementation services, the implementation and subscription obligations are separate. Unless otherwise agreed in writing, the Implementation Period has a maximum duration of thirty (30) calendar days.

6.2 Implementation Start Date.

The Parties may mutually agree on an Implementation Start Date. Signing an Order Form does not, by itself, cause the Client to lose implementation days before onboarding actually begins. A later start date may be agreed where the Client's warehouse, personnel, data, equipment, processes, or other prerequisites are not ready.

6.3 Client Cooperation.

The Client must provide timely access to personnel, information, sample data, decisions, equipment, facilities, and other reasonable requirements needed for implementation. Oboda is not responsible for delays caused by the Client or third parties under the Client's control.

The Client remains responsible for the accuracy, completeness, legality, and suitability of all Client Data and materials it provides. Oboda is not responsible for correcting or validating Client Data.

6.4 Implementation Fee.

Unless the Order Form states otherwise, one hundred percent (100%) of the Implementation Fee is payable upon completion of the Implementation Period. If implementation extends beyond thirty (30) calendar days because of Client delay, omission, lack of participation, missing information, or other circumstances not caused by Oboda, Oboda may, after written notice, invoice the Implementation Fee even if implementation is not yet fully completed.

6.5 Training and Data Import.

Where included in the applicable implementation package, Oboda will provide reasonable employee training and assistance with initial data import during the Implementation Period. The Client remains responsible for the accuracy, legality, completeness, and quality of data supplied for import.

6.6 Subscriptions Without Paid Implementation.

Where there is no separate paid implementation service, the Subscription Period begins on the Effective Date or another activation date stated in the Order Form. Any complimentary onboarding does not create a separate paid Implementation Period unless expressly agreed.

6.7 Custom Development.

Requests for custom development, integrations, reports, workflows, features, or implementation work outside the standard scope may require a separate Order Form, statement of work, or written quotation. Unless expressly agreed otherwise in writing, custom development does not transfer ownership of Oboda intellectual property to the Client.

7.1 Remote Support Hours.

Oboda will provide remote customer support during the Subscription Period. Standard support hours are 9:00 AM to 5:00 PM, Monday through Friday, Philippine Time, with limited support on Saturdays, Sundays, and Philippine holidays. Support may be provided through communication channels selected by Oboda, including email, messaging applications, telephone, or other designated channels.

7.2 On-Site Support.

During the remote assessment period, Oboda may determine whether the issue can reasonably be resolved remotely. Oboda may provide on-site support when reasonably necessary after remote assessment. Unless otherwise agreed, the Client should provide at least seventy-two (72) hours' advance notice for a requested on-site visit.

7.3 Travel Charges and Service Area.

For travel planning purposes, Oboda's support base office is 37 Samar Ave, Diliman, Quezon City. Oboda may provide on-site support without transportation charges within its standard local service area, as determined by Oboda from time to time. Oboda may impose reasonable transportation, airfare, bus fare, accommodation, or related travel charges when an on-site visit requires significant travel arrangements. Oboda may waive travel charges at its discretion, including where Oboda personnel are already scheduled to be in the relevant area. A waiver in one instance does not create an ongoing entitlement to free travel charges in future visits.

7.4 Priority Framework.

Oboda classifies reported issues using the following priority framework. These descriptions are intended to guide prioritization and commercially reasonable response efforts and are not guaranteed resolution-time commitments unless a separate SLA states otherwise.

7.5 Issue Information.

The Client should provide reasonable information needed to investigate an issue, including affected users, screenshots, error messages, reproduction steps, dates and times, and any relevant changes in the Client environment. Priority may be adjusted as facts become known.

8.1 Fees.

The applicable Fees, billing cycle, discounts, Subscription Fee, Implementation Fee, and other commercial terms are stated in the Order Form. Oboda may separately quote additional modules, custom work, travel costs, or other requested services.

8.2 Payment Due Date.

Payment is due as stated in the Order Form or invoice. If no due date is stated, payment is due within fifteen (15) calendar days after the invoice date.

8.3 Taxes.

VAT treatment will be stated in the Order Form or invoice. If an Order Form is silent, quoted subscription prices are deemed VAT-inclusive. The Client is responsible for taxes, duties, or legally required charges allocated to the Client, subject to applicable withholding requirements.

8.4 Monthly Billing.

For a monthly-billed subscription, the Client is responsible for Subscription Fees accruing through the effective termination date and for any other amounts already incurred. The Client is not required to pay monthly Subscription Fees for unused periods after a permitted termination becomes effective, unless the Order Form expressly states a minimum commitment.

8.5 Annual Prepayments.

Annual or other prepaid Subscription Fees are non-refundable if the Client voluntarily cancels for convenience. Unused prepaid Subscription Fees will be refunded on a pro-rata basis if Oboda terminates without Client breach under Section 17.6 or if the Client terminates because of Oboda's uncured material breach under Section 17.5.

8.6 Grace Period and Suspension for Non-Payment.

Amounts not paid by their due date receive a fifteen (15) calendar day grace period. If an undisputed amount remains unpaid after the grace period, Oboda may, upon written notice to the Client, suspend access to some or all Services until the overdue amount is paid. Suspension does not waive the Client's payment obligations.

8.7 Termination for Continued Non-Payment.

If an undisputed amount remains unpaid thirty (30) calendar days after its original due date, Oboda may terminate the affected subscription upon written notice, without prejudice to Oboda's right to collect amounts already due and payable.

8.8 Billing Disputes.

The Client may dispute an invoice amount in good faith by providing Oboda with written notice, including reasonable detail as grounds for the dispute, before the end of the applicable grace periods under Sections 8.7-8.8. The Parties will work in good faith to resolve the dispute. Undisputed amounts, however, will remain payable when due.

8.9 Payment Methods.

The Client will pay using the bank account, payment channel, or other payment method identified on the applicable invoice or written payment instruction. Oboda may update payment instructions by written notice.

• The Client is responsible for the lawful and proper use of the Services by its Users and for the accuracy, integrity, quality, and legality of Client Data.
• The Client will use the Services in accordance with applicable law, the Agreement, and reasonable documentation or usage instructions made available by Oboda.
• The Client will maintain accurate account, billing, and business information and will promptly update material changes relevant to the Services.
• The Client will keep credentials confidential, ensure that each User uses only his or her own credentials, promptly disable access for former Users, and not exceed applicable Usage Limits or Fees.
• The Client will not access data or systems it is not authorized to access; probe, scan, or test vulnerabilities without written authorization; bypass authentication or security controls; introduce malware; interfere with service to other users; overload or disrupt the Platform; or engage in unlawful, abusive, fraudulent, or harmful activity through the Services.
• The Client will not copy, reverse engineer, decompile, disassemble, derive source code from, or otherwise attempt to reconstruct the Platform except to the limited extent such restriction is prohibited by applicable law.
• The Client will not use the Services to upload or transmit unlawful, infringing, defamatory, malicious, or otherwise prohibited content or in a manner that violates law, infringes third-party rights, or materially harms Oboda, the Platform, other clients, or third parties.
• The Client is responsible for ensuring that its equipment, devices, internet connectivity, browsers, networks, and related systems are reasonably capable of using the Services.
• The Client will reasonably cooperate with Oboda in implementation, support, security investigations, and other actions necessary to provide the Services.

10.1 Oboda Intellectual Property.

Oboda and its licensors retain all right, title, and interest in and to the Platform, software, source code, object code, algorithms, models, system architecture, database structures, interfaces, templates, workflows, know-how, methodologies, documentation, designs, trademarks, logos, reports or report structures supplied by Oboda, generalized platform improvements, and other technology or intellectual property developed or owned by Oboda (collectively, "Oboda IP").

10.2 No Transfer of Ownership.

Except for the limited access rights expressly granted under Section 4, no ownership right or intellectual property right in Oboda IP is transferred to the Client.

10.3 Custom-Developed Features.

Unless an Order Form expressly states otherwise, features, integrations, reports, workflows, code, configurations, components, improvements, or other developments created by or for Oboda, including developments requested or paid for by a Client, remain Oboda IP. The Client does not acquire ownership of such developments merely because it funded or requested them.

10.4 Client Data.

Ownership of Client Data is governed by Section 11 and is not transferred to Oboda.

10.5 Feedback.

If the Client voluntarily provides suggestions, ideas, or feedback about the Services, Oboda may use them to improve its products and services without restriction or compensation, provided that Oboda does not disclose Client Confidential Information in doing so.

10.6 Trademarks.

Neither Party may use the other Party's trademarks, logos, or brand identifiers except as expressly authorized under the Agreement or in writing.

11.1 Client Ownership.

As between the Parties, all Client Data remains the property of the Client or its applicable licensors. Oboda does not acquire ownership of Client Data merely because it is processed, transmitted, or stored through the Services.

11.2 Limited Processing Right.

The Client authorizes Oboda to host, copy, transmit, access, process, display, and otherwise use Client Data only as reasonably necessary to provide, maintain, secure, troubleshoot, support, improve, and operate the Services, to comply with documented Client instructions, and to comply with applicable law. Oboda may exercise these rights through its affiliates and subprocessors, subject to this Agreement and any applicable data processing addendum.

11.3 Aggregated and De-Identified Information.

Oboda may use information that has been reasonably anonymized, aggregated, or de-identified for security, service analytics, system performance, product improvement, capacity planning, and statistical purposes, provided that the information cannot reasonably be used to identify the Client or a data subject.

11.4 No Sale of Client Data.

Oboda will not sell, rent, or disclose Client Data to third parties, except as permitted by this Agreement, Client's documented instructions, or applicable law.

11.5 Client Authority.

The Client represents that it has the rights, notices, consents, permissions, and lawful basis necessary to provide Client Data to Oboda and to instruct Oboda to process it as contemplated by the Agreement. Client is responsible for the accuracy, quality, integrity, legality of the Client Data. Oboda has no obligation to monitor Client Data for accuracy, quality, integrity or legality.

12.1 AI-Enabled Features.

Some Services may use AI-enabled functionality to generate summaries, classifications, forecasts, recommendations, extracted information, or other outputs based on Client Data or User prompts. The Client controls whether and how its Users use such features to the extent made configurable in the Platform.

12.2 No General-Purpose Training Without Consent.

Oboda will not use identifiable Client Data to train general-purpose AI models or models made available to other clients or third parties without the Client's prior written consent.

12.3 Service Processing.

Client Data may be processed by AI-enabled functionality when reasonably necessary to provide features requested or used by the Client. Where Oboda uses third-party AI, cloud, or infrastructure providers, Oboda will use commercially reasonable contractual, organizational, and technical measures to protect Client Data consistent with applicable law and the Agreement.

12.4 AI Outputs.

AI-generated outputs may contain errors, omissions, or probabilistic results. Unless expressly stated otherwise, AI outputs do not constitute professional advice and are merely informational and should be reviewed by appropriate Client personnel before the Client relies on them for material business, financial, legal, regulatory, safety, or operational decisions.

13.1 Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or was lawfully in the public domain without breach of the Agreement; (b) was lawfully received from a third party without a duty of confidentiality; (c) was independently developed without use of or reference to the Disclosing Party's Confidential Information; (d) was approved for release in writing by the Disclosing Party; or (e) must be disclosed under applicable law, court order, or governmental requirement, subject to Section 13.6.

13.2 Use Limitation.

The Receiving Party will use Confidential Information only to perform, receive, evaluate, support, or enforce the Agreement and will not use it for an unrelated commercial purpose without the Disclosing Party's written consent.

13.3 Protection and Need-to-Know Access.

The Receiving Party will use reasonable care to protect Confidential Information from unauthorized access, use, or disclosure and will disclose it only to Representatives who have a legitimate need to know and who are subject to confidentiality obligations appropriate to the information.

13.4 Responsibility for Representatives.

Each Party is responsible for breaches of this Section by its Representatives to the extent permitted by law and will take reasonable steps to ensure their compliance.

13.5 Unauthorized Disclosure.

If a Receiving Party becomes aware of or reasonably suspects unauthorized use or disclosure of the other Party's Confidential Information, it will notify the Disclosing Party without undue delay and take reasonable steps to limit, stop, investigate, or remedy the unauthorized use or disclosure.

13.6 Compelled Disclosure.

If disclosure of Confidential Information is required by law, court order, or governmental process, the Receiving Party will, to the extent legally permitted and reasonably practicable, give the Disclosing Party prior written notice, disclose only the portion legally required, and reasonably cooperate with efforts to obtain confidential treatment or protective relief. Nothing requires a Party to violate law or expose itself to sanction.

13.7 Ownership and No License.

Confidential Information remains the property of the Disclosing Party. Disclosure does not grant the Receiving Party any ownership, license, or intellectual property right except the limited right to use the information for the purposes of the Agreement.

13.8 Return or Destruction.

Upon written request or termination, the Receiving Party will, where reasonably practicable, return or destroy Confidential Information in its possession, except for information retained in routine backups, records required by law, records reasonably required to establish or defend legal claims, or Client Data subject to Section 15. Any retained information will remain protected by this Section and will not be actively accessed or used except as required for applicable retention purposes.

13.9 Duration.

The confidentiality obligations in this Section survive termination or expiration of the Agreement and continue for as long as the information remains confidential or proprietary. Trade secrets will remain protected for as long as they qualify for protection under applicable law.

14.1 Compliance.

Each Party will comply with applicable Philippine data privacy laws and regulations, including Republic Act No. 10173 (the Data Privacy Act of 2012), its implementing rules and regulations, and applicable issuances of the National Privacy Commission, to the extent applicable to that Party's processing activities.

14.2 Roles.

For Personal Data contained in Client Data where the Client determines the purpose and means of processing, the Client generally acts as the Personal Information Controller and Oboda acts as a Personal Information Processor processing the data on behalf of the Client. Oboda may separately act as a Personal Information Controller for Personal Data it independently determines to process for account administration, billing, legal compliance, security, and its own business operations.

14.3 Documented Instructions.

When acting as a Personal Information Processor, Oboda will process Personal Data only on documented Client instructions, as necessary to provide and secure the Services, or as otherwise required or permitted by applicable law. If applicable law requires Oboda to process Personal Data other than in accordance with the Client's instructions, Oboda will, to the extent legally permitted, notify the Client before doing so.

14.4 Security and Confidentiality.

Oboda will maintain commercially reasonable organizational, physical, and technical safeguards appropriate to the nature of the Personal Data and will restrict processing access to personnel and service providers with a legitimate business need and appropriate confidentiality obligations.

14.5 Subprocessors and International Processing.

The Client authorizes Oboda to use cloud, infrastructure, support, analytics, AI, communications, and other service providers that may process Personal Data on Oboda's behalf. Oboda will use reasonable contractual measures or other safeguards for such processing. Processing may occur in the Philippines or in other locations used by Oboda's service providers, subject to applicable legal safeguards and the Oboda Privacy Policy.

14.6 Security Incidents.

Oboda will notify the Client without undue delay after becoming aware of, or having a reasonable belief that, a security incident involving Client Personal Data has occurred, where the incident is reasonably likely to require notification by the Client under applicable law or otherwise materially affects the confidentiality, integrity, or availability of such data. Oboda will provide reasonable information and cooperation needed for the Client to meet applicable legal obligations. The Client remains responsible for notifications to regulators and data subjects, except to the extent applicable law requires otherwise.

14.7 Data Subject Requests.

Where reasonably necessary and technically feasible, Oboda will provide reasonable assistance to the Client in responding to lawful data-subject requests concerning Client Personal Data processed through the Services. Oboda may charge reasonable fees for unusually burdensome assistance not included in the standard Services, after prior notice to the Client.

14.8 Privacy Policy.

The Oboda Privacy Policy provides additional information regarding Oboda's collection, use, disclosure, retention, and protection of Personal Data for its own processing activities and is incorporated by reference to this Agreement for applicable privacy matters.

15.1 Retention Period.

Following expiration or termination of the affected subscription, Oboda may retain Client Data in its active or reasonably accessible systems for up to six (6) months (the "Retention Period"), unless a different period is required by law or expressly agreed in writing. Oboda is not obligated to retain Client Data beyond the Retention Period or to maintain Client Data in its original format, configuration, or level of accessibility following termination.

15.2 Standard Exports.

During the Retention Period, the Client may request up to five (5) reasonable standard exports of Client Data at no additional charge. Standard exports will be limited to data available through the Platform and may be provided in formats such as CSV, XLSX, PDF, or another commercially reasonable machine-readable format, depending on the type of data and the Platform's capabilities.

15.3 Custom Migration Work.

Custom transformation, data cleansing, mapping, custom API development, specialized migration assistance, non-standard formatting, or other work outside reasonable standard exports may be separately quoted and charged with the Client's approval.

15.4 Deletion After Retention Period.

After the Retention Period, Oboda may permanently delete or irreversibly anonymize Client Data from active systems. The Client is responsible for requesting and completing any desired exports before the Retention Period expires. Oboda will have no obligation to recover Client Data after it has been deleted or irreversibly anonymized in accordance with this Section.

15.5 Backups and Legal Retention.

Client Data contained in routine backups may remain until deleted through Oboda's ordinary backup-retention cycle. Oboda may retain information for longer where required by law, regulatory obligation, fraud prevention, security, billing, tax, audit, or the establishment, exercise, or defense of legal claims. Retained information remains subject to applicable confidentiality and data-protection obligations and will be retained only for as long as reasonably necessary for the applicable purpose.

16.1 Client-Specific Marketing.

Oboda may request permission to feature the Client's name, logo, experience, testimonial, results, screenshots, or other Client-specific information in case studies, websites, presentations, brochures, social media, press releases, or similar marketing materials. Oboda will not publicly release Client-specific marketing materials without the Client's prior written approval or consent.

16.2 Review.

Where Client approval is requested, Oboda will provide a reasonable opportunity for the Client to review the proposed material for accuracy and confidentiality before publication.

16.3 General Statements and Aggregated Information.

Oboda may make general statements regarding its platform, capabilities, industry experience, and anonymized or aggregated information that does not reasonably identify the Client without obtaining individual approval.

17.1 Monthly-Billed Client Cancellation.

A Client billed monthly may terminate its subscription for convenience by giving at least thirty (30) calendar days' written notice, effective no earlier than thirty (30) calendar days after notice and on the last day of a monthly billing cycle. The Client remains responsible for Subscription Fees and other charges accruing through the effective termination date but is not required to pay unused monthly Subscription Fees after that date unless an Order Form expressly states a minimum commitment.

17.2 Prepaid Client Cancellation.

A Client that prepaid Subscription Fees may terminate for convenience on thirty (30) calendar days' written notice, but unused prepaid Subscription Fees are non-refundable except as expressly provided in Sections 17.5 and 17.6.

17.3 Suspension.

Oboda may suspend access to some or all Services where reasonably necessary because of: (a) overdue payment after the applicable grace period under Section 8.6; (b) material security risk; (c) unlawful, abusive, fraudulent, or harmful use; (d) a material violation of the Agreement; (e) a legal or governmental requirement; or (f) conduct that materially threatens the Platform, Oboda, other Clients, or third parties. Where reasonably practicable, Oboda will provide notice and an opportunity to address the issue before suspension, except where immediate action is reasonably necessary. Any suspension under this Section will not relieve the Client of its payment obligations, and Oboda will have no liability for a suspension made in accordance with this Section.

17.4 Termination for Client Breach.

Oboda may terminate the affected Services if the Client materially breaches the Agreement and, where the breach is reasonably capable of cure, fails to cure it within fifteen (15) calendar days after Oboda's written notice of breach or within a reasonable period stated in such written notice. Oboda may terminate immediately where continued service would be unlawful, present a material security threat, involve fraud or serious misuse, or where the breach cannot reasonably be cured.

17.5 Termination for Oboda Breach.

The Client may terminate the affected subscription if Oboda materially breaches the Agreement and, where the breach is reasonably capable of cure, fails to cure it within thirty (30) calendar days after Client's written notice of breach or within a reasonable period after receiving written notice describing the breach. If the Client terminates for Oboda's uncured material breach, Oboda will refund the unused portion of prepaid Subscription Fees attributable to the period after the effective termination date, which will be the Client's sole and exclusive remedy for such termination.

17.6 Termination by Oboda Without Client Breach.

Oboda may discontinue or terminate an affected subscription for legitimate business reasons unrelated to Client breach by giving at least thirty (30) calendar days' written notice. In that case, Oboda will refund the unused portion of prepaid Subscription Fees attributable to the period after the effective termination date, which will be the Client's sole and exclusive remedy for such termination.

17.7 Non-Payment.

Termination for continued non-payment is governed by Section 8.7.

17.8 Effects of Termination.

Upon termination or expiration: (a) the Client's right to use the terminated Services ends on the effective termination date; (b) accrued payment obligations remain due; (c) Client Data is handled under Section 15; and (d) provisions that by their nature should survive, including confidentiality, intellectual property, accrued payment rights, data protection, limitation of liability, dispute resolution, and general provisions, will survive.

18.1 Authority.

Each Party represents that it has the legal power and authority to enter into the Agreement and to perform its obligations under it.

18.2 Client Systems.

The Client is responsible for ensuring that its equipment, devices, networks, browsers, internet connectivity, and related systems are suitable for use of the Services, including all costs associated with obtaining, maintaining, and securing them.

18.3 Service Standard.

Oboda will provide the Services using commercially reasonable care consistent with the nature of a hosted business software service.

18.4 Disclaimer.

Except for express obligations stated in the Agreement and to the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis. Oboda disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services will be uninterrupted, completely secure, error-free, accurate, complete, current, or suitable for every Client process or legal requirement. Oboda makes no warranty regarding third-party services, products, or content made available through or in connection with the Services.

18.5 Client Decisions.

Reports, analytics, forecasts, recommendations, and AI-generated outputs are tools to assist the Client and do not replace the Client's judgment, internal controls, professional advice, statutory compliance, or business decision-making.

19.1 Excluded Damages.

To the maximum extent permitted by law, Oboda will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, business opportunity, goodwill, anticipated savings, or business interruption, arising out of or relating to the Agreement or Services, even if advised that such loss may occur, except to the extent such exclusion is prohibited by applicable law.

19.2 Aggregate Liability Cap.

To the maximum extent permitted by law, Oboda's total aggregate liability for all claims arising out of or relating to the same or a series of related events, acts, or omissions under the Agreement, including claims arising from a breach of Oboda's confidentiality obligations, will not exceed the actual Fees paid by the Client to Oboda under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim. If the Client has paid Fees for less than twelve (12) months, the cap is based on the Fees actually paid during that shorter period. This is a single aggregate cap and not a separate cap for each claim, event, occurrence, claimant, or Subscription Period. To the maximum extent permitted by law, claims must be commenced within one (1) year after the cause of action accrues.

19.3 No Automatic Refund.

The liability cap is a maximum limit, not an automatic refund or payment. Any recoverable amount remains subject to proof of an actual legally compensable loss, the exclusions in this Section, and the other terms of the Agreement.

19.4 Exceptions.

The limitations in this Section do not limit: (a) the Client's obligation to pay Fees and other amounts properly due; (b) liability for fraud or willful misconduct to the extent it may not lawfully be limited; or (c) any liability that applicable law does not permit the Parties to exclude or limit.

19.5 Allocation of Risk.

The Parties acknowledge that the Fees and other provisions of the Agreement reflect the allocation of risk described in this Section.

20.1 Client Indemnity.

To the extent permitted by law, the Client will indemnify, defend, and hold harmless Oboda and its officers, directors, employees, and agents from third-party claims, losses, damages, liabilities, and reasonable external legal costs arising from: (a) Client Data or content that infringes a third party's rights; (b) the Client's unlawful or unauthorized use of the Services; or (c) the Client's material breach of Section 9, subject to Oboda providing reasonable notice and cooperation.

20.2 Defense and Settlement.

The indemnifying Party may control the defense of an indemnified claim with reasonably acceptable counsel, provided that it may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified Party without that Party's prior written consent, not to be unreasonably withheld. The indemnified Party will provide reasonable cooperation at the indemnifying Party's expense. If the indemnifying Party fails to timely assume or diligently conduct the defense, the indemnified Party may do so and recover its reasonable external costs from the indemnifying Party.

20.3 Equitable Relief.

The Parties acknowledge that unauthorized use or disclosure of Confidential Information or misuse of intellectual property may cause harm that is difficult to remedy with monetary damages alone. Subject to applicable law and the arbitration provisions in Section 22, an affected Party may seek appropriate interim, injunctive, or equitable relief without waiving its right to arbitrate the underlying dispute.

21.1 Excused Delay.

Neither Party will be liable for a failure or delay in performing an obligation, other than payment obligations already due, to the extent caused by events beyond its reasonable control and without its negligence, including governmental action, war, terrorism, riot, civil disturbance, fire, flood, earthquake, severe weather, epidemic, pandemic, labor dispute, widespread telecommunications or utility outage, cloud infrastructure failure outside the Party's reasonable control, or similar event.

21.2 Mitigation.

The affected Party will use reasonable efforts to minimize the impact and resume performance as soon as reasonably practicable.

21.3 Extended Force Majeure.

If a force majeure event materially prevents performance of a substantial part of the Services for an extended period, the Parties will discuss in good faith a reasonable operational solution, suspension, or termination of affected Services.

22.1 Governing Law.

The Agreement is governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles.

22.2 Good-Faith Resolution.

Before commencing arbitration, a Party must give the other Party written notice describing the dispute in reasonable detail. Authorized representatives of the Parties will attempt in good faith to resolve the dispute for thirty (30) calendar days after receipt of the notice, unless the Parties agree to extend or shorten that period.

22.3 PDRCI Arbitration.

Any dispute, difference, or claim arising out of or relating to the Agreement, including its existence, validity, interpretation, breach, or termination, that is not resolved under Section 22.2 will be finally settled by arbitration in accordance with the Philippine Dispute Resolution Center, Inc. (PDRCI) Arbitration Rules in force at the commencement of the arbitration. The seat of arbitration will be in Metro Manila. The language of arbitration will be English.

22.4 Interim Relief and Enforcement.

Nothing in this Section prevents a Party from seeking interim or provisional relief from a court of competent jurisdiction where permitted by law or under the applicable PDRCI Arbitration Rules or from seeking recognition or enforcement of an arbitral award. For court proceedings, the Parties agree to the jurisdiction of the appropriate courts in the Philippines, to the extent permitted by law.

22.5 Confidentiality of Proceedings.

To the extent permitted by applicable law and the applicable arbitration rules, the Parties will treat arbitration filings, evidence, hearings, and awards as confidential, except where disclosure is reasonably required to enforce rights, comply with law, or obtain professional advice.

22.6 Costs.

The arbitral tribunal may allocate arbitration costs, expenses, and reasonable attorneys' fees between the Parties to the extent permitted by applicable law and the applicable PDRCI Arbitration Rules.

23.1 Notices.

Written notice under the Agreement may be delivered by email to the Client's registered business or billing contact and to Oboda at the legal, billing, or support contact identified in the Order Form, invoice, Platform, or Oboda website. A Party must keep its contact information reasonably current. Either Party may change its notice details by notice under this Section.

23.2 Order Form Changes.

The Client-specific commercial terms in an accepted Order Form, including current pricing, Subscription Period, billing arrangement, and negotiated special terms, may be changed only by written agreement of the Parties or by another Order Form accepted by the Parties.

23.3 Updates to Standard Terms.

Oboda may update these standard Terms from time to time. Oboda will provide advance notice of material changes. Material changes will generally take effect for an existing Client at the Client's next renewal, unless earlier effect is reasonably required by law, regulation, security, fraud prevention, third-party provider requirements, or a change that does not materially reduce the Client's contractual rights.

23.4 Pricing Changes.

Subscription pricing may not be increased during the current Subscription Period for the then-current subscribed scope. Renewal price changes require at least forty-five (45) calendar days' advance notice and take effect only upon the next renewal.

23.5 Non-Material Changes.

Oboda may make non-material administrative, formatting, contact-information, clarification, or similar changes upon posting or reasonable notice, provided such changes do not materially alter the Client's commercial obligations during the current Subscription Period.

24.1 Entire Agreement.

For the Services covered by an applicable Order Form, the Agreement and the Order Form constitute the complete agreement between the Parties regarding those Services and supersedes prior proposals, discussions, representations, and understandings concerning the same subject matter, except for any previously executed agreement that the new Order Form expressly states will remain in force.

24.2 Order of Precedence.

If there is a conflict among the contract documents, the following order applies unless the applicable document expressly states otherwise: (1) the applicable Order Form and any expressly incorporated negotiated addendum or statement of work; (2) these Terms; and (3) the Oboda Privacy Policy. For matters specifically concerning the processing of Personal Data, applicable law will control to the extent required.

24.3 No Reliance on Unwritten Terms.

Neither Party is bound by an oral statement or informal communication that conflicts with the Agreement unless the Parties expressly agree in writing to modify the applicable terms.

25.1 Electronic Acceptance and Records.

The Parties agree that electronic signatures, electronic Order Forms, checkbox acceptance, electronic records, and other reliable electronic methods of indicating assent may be used to enter into and evidence the Agreement to the extent permitted by applicable law. Oboda may maintain records of the accepted Order Form, version of these Terms, version of the Privacy Policy, identity or account associated with the acceptance, date and time, and related transaction records.

25.2 Independent Contractors.

The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship. Neither Party may bind the other except as expressly authorized in writing.

25.3 Severability.

If a provision of the Agreement is held invalid, illegal, or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

25.4 Assignment.

Client may not assign, transfer, or delegate the Agreement or an Order Form, by operation of law or otherwise, without Oboda's prior written consent. Oboda may assign the Agreement without Client consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of the assets or business to which the Agreement relates. A prohibited assignment is void.

25.5 Waiver.

A failure or delay to exercise a right does not waive that right. A waiver is effective only if made in writing by an authorized representative of the waiving Party and applies only to the specific instance for which it is given.

25.6 Headings.

Headings are for convenience only and do not affect interpretation.

25.7 Counterparts.

An Order Form or amendment may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.

25.8 Survival.

Provisions which by their nature should survive, including payment, confidentiality, intellectual property, data-protection, limitations of liability, indemnity, dispute resolution, and general provisions, survive expiration or termination.

This Appendix summarizes the principal processing contemplated when Oboda acts as a Personal Information Processor for Client Personal Data. It forms part of the Terms and should be read together with Section 14 and the Oboda Privacy Policy.