Frost Labs

Terms of Service

These Terms govern your use of the ai-frost.com site, any Frost Labs services purchased directly (Odoo + Marketplace Reconciliation Audit audits, Engineering Engagements, maintenance subscriptions, support tiers), and the Frost Labs marketplace connector for Odoo when it ships to apps.odoo.com. "Frost Labs" means Frost Labs LLC, a Utah single-member LLC operated by David H. Frost. "You" means the individual or business using the site or services.

Using the site or contracting any Frost Labs service means you accept these Terms. If you don't accept, don't use them.

1. Site use

The ai-frost.com site is free to read. Don't scrape it at volume, don't attempt to compromise it, and don't redistribute the content without permission. Standard fare.

2. Services: Odoo + Marketplace Reconciliation Audit audits

The Odoo + Marketplace Reconciliation Audit is a fixed-fee, 3-business-day audit of your Odoo + Amazon/eBay/Walmart setup. Specifics:

• Pricing: $1,500 single marketplace · $2,000 two marketplaces · $2,500 all three. Quoted as fixed-fee. Payment 100% on signing via Mercury invoice (ACH or credit card).
• Deliverables: PDF report with 5-10 prioritized findings, findings spreadsheet (CSV), quick-wins list, larger-fixes recommendation, and a 30-minute readout call scheduled within 14 days of report delivery.
• What I need from you: read-only access to your Seller Central (and/or eBay Developer / Walmart Seller Center per marketplaces in scope) and your Odoo instance for 3 business days. You revoke access at engagement close; I'll prompt you in the readout call.
• Timeline: 3 business days starting when payment clears AND read-only access is configured.
• Acceptance criteria: the deliverable is "accepted" when you confirm in writing or 14 days after delivery, whichever comes first.
• What's NOT included: implementation of any fixes (that's a separate engagement, typically a Marketplace Reconciliation Sprint), audit of marketplaces beyond Amazon/eBay/Walmart, or audit of the Odoo ERP itself beyond the marketplace integration surface.
• Refund policy: If after the kickoff call I conclude the audit isn't a fit for your situation and decline to proceed, I refund the invoice in full. If I deliver but you genuinely believe the findings are not worth your engineering team's time (no 5+ specific findings worth fixing), I refund the invoice in full. After acceptance, no refunds.
• Confidentiality: Standard NDA available on request (sign-and-return same day). Findings deliverables are confidential; I don't reuse client-specific data in marketing or case studies without explicit consent.

3. Services: Engineering Engagement

Engineering Engagements are senior Odoo + multi-marketplace work delivered via 1099 sub-contract, weekly retainer, or fixed-fee project. Specifics:

• Rate: $225/hour AI-augmented engineering. Minimum 10-hour engagement.
• Engagement structures: hourly with monthly billing, weekly retainer (fixed hours/week), or fixed-fee project against a signed SOW.
• Standard sub-contractor MSA: Frost Labs will sign your standard 1099 sub-contractor MSA (subject to commercially reasonable review) or provide its own. Standard non-poach commitment to the prime contractor.
• Billing: Net-15 or Net-30 depending on the signed agreement, via Mercury invoice.
• Scope changes: any work outside the signed SOW is change-ordered at $225/hour or fixed-fee per the addendum.
• Termination: 14 days' written notice for cause, 30 days' written notice for convenience, unless otherwise specified in the signed agreement. On termination: payment for hours worked through the termination date; no refund of pre-paid fixed-fee work past acceptance.

4. The connector: licensing (when shipped)

The Frost Labs marketplace connector is distributed through apps.odoo.com under two license models, depending on the addon:

• Hub addon (fl-marketplaces-hub): free, LGPL-3. You can install, run, modify, and redistribute within the bounds of LGPL-3.
• Per-channel addons (Amazon, eBay, Walmart, Etsy, Shopify): paid, Odoo Proprietary License v1.0 (OPL-1). You can install and run on as many Odoo instances within your organization as you've purchased seats for. You can NOT redistribute, sub-license, or republish.

Apps.odoo.com handles the install-fee transaction (Odoo S.A. is the merchant of record). Refunds within Odoo's 2-month window are governed by Odoo's refund policy.

5. Maintenance subscriptions and support tiers (planned)

The following will apply when Frost Labs ships the marketplace connector to apps.odoo.com and offers paid maintenance / support tiers alongside it. These terms are forward-looking and not yet active.

5a. Maintenance subscription

Pay-monthly subscription that will get you: updates as marketplaces change their APIs, validator-rule maintenance against marketplace policy changes, security patches, and access to private docs. Cancellation will take effect at the end of the current billing cycle. No refunds for partial months. Auto-renews monthly unless cancelled.

5b. Support tiers (when offered)

• Free tier (included with any paid install): Email support at support@ai-frost.com. Target first response within 2 business days, M-F Mountain Time. Plus a free "SEV-1 break/fix lane" for installs that fail at _test_connection, can't publish at all, or corrupt data, with same-business-day response target.
• Pro tier: 4-business-hour response target, M-F Mountain Time business hours. Monthly retainer required.
• Critical tier: Same-business-day fix commitment + after-hours triage. Requires a separately-contracted backup-engineer arrangement.

Carve-outs that will apply to every support tier:

• Best-effort response; subject to operator availability.
• Excludes scheduled vacation periods (announced 7 days in advance via support reply auto-responder).
• Excludes issues caused by Odoo core, customer customizations to your own Odoo, marketplace API outages, and changes you made outside the documented config surface.
• Sole remedy for an SLA breach is a service credit not to exceed 1 month of maintenance fee.

6. Acceptable use

Don't use the site, the audit deliverables, the engagement work product, or (when shipped) the connector to:

• Violate any marketplace's Terms of Service (Amazon, eBay, Walmart, Shopify, Etsy each have their own; my work helps you comply, not bypass).
• Sell anything illegal in your jurisdiction.
• Reverse-engineer any paid per-channel addon (when those ship).
• Re-distribute audit deliverables, engagement work product, or paid addons to parties outside the contracting organization without written permission.

7. Disclaimers and limitation of liability

7a. "As-is"

The site, audit deliverables, engagement work product, and (when shipped) addons are provided "as-is" without warranty of any kind, express or implied, including merchantability and fitness for a particular purpose. I work hard on quality (validator rules backed by primary-source documentation; smoke tests on real sandboxes; production scar tissue from a 7-month multi-marketplace Odoo engagement), but I can't promise zero bugs on a system that integrates with 5+ third-party marketplace APIs that change without notice.

7b. Liability cap

To the maximum extent permitted by law, Frost Labs LLC's total liability for any claim arising from or related to the site, the audits, engagements, addons (when shipped), maintenance subscription, or any support service is limited to the total fees you've paid to Frost Labs in the 12 months immediately preceding the claim. For free-tier users (no paid audit, engagement, or subscription), the cap is $0. Frost Labs assumes no monetary liability to free users.

7c. Excluded damages

Frost Labs is never liable for indirect, consequential, incidental, special, or punitive damages, including lost profits, lost data, business interruption, or marketplace-account suspension caused by your use of Frost Labs work product. Even if I knew the risk.

8. Single-operator notice

Frost Labs is operated by one person. I take this seriously, with a defined triage process and target response times, but I can't promise 24/7 availability. Active audits and engagements have agreed-on timelines in their signed SOWs. If I'm unavailable for more than 5 consecutive business days on an active engagement, retainer fees are pro-rated for any week where that happens. Critical-tier customers will get a separately-contracted backup engineer for SEV-1 only; that's a paid arrangement, not an implied free service.

9. Governing law and disputes

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles. Any dispute will be resolved exclusively in the state or federal courts located in Weber County, Utah, and you consent to that jurisdiction. Before filing suit, both parties agree to attempt good-faith mediation (single mediator, neutral, costs split).

10. Termination

You can stop using the site at any time. For audits: the engagement terminates on delivery of the deliverable (or refund under §2 if applicable). For engineering engagements: see §3 termination terms (14 days for cause, 30 days for convenience unless otherwise specified). For maintenance subscriptions (when offered): cancel at end of current billing period. Frost Labs can terminate your access for material breach of these Terms with 14 days' notice (immediate for fraudulent payment or violation of confidentiality / non-disclosure).

11. Changes to these Terms

Material changes: 30 days' notice via email to active customers + a "Last updated" bump on this page. Continued use after the effective date = acceptance. If you don't accept, stop using the service before that date.

12. Entire agreement

These Terms plus the Privacy Policy plus any signed Statement of Work / engagement agreement / DPA constitute the entire agreement between you and Frost Labs. They supersede any prior agreements or representations.

13. Contact

For questions about these Terms: support@ai-frost.com.