Terms of Service

• •“Aggregated Statistics” means usage or performance information combined and de-identified so that it does not identify Customer, an Authorized User, Customer Content, or Customer Confidential Information.
• •“Authorized User” means an employee, contractor, consultant, or agent whom Customer authorizes to use the Services for Customer’s internal business purposes and for whom any required seat or access right has been obtained.
• •“Customer” means the business or other legal organization accepting these Terms and includes its Authorized Users where the context requires.
• •“Customer Content” has the meaning in Section 5 and includes Input and Output.
• •“Documentation” means OrchcastAI’s then-current user guides, help materials, technical documentation, and usage instructions for the Services.
• •“Input” means prompts, instructions, files, data, content, connected-platform material, and other information submitted by or for Customer.
• •“Output” means content or other results generated by the Services in response to Input.
• •“OrchcastAI Materials” means the Services, software, interfaces, Documentation, templates, designs, models, workflows, and other materials provided by OrchcastAI, excluding Customer Content.
• •“Third-Party Product” means a third-party platform, model, API, application, website, product, content source, or service used with or accessible through the Services.
• •“Term” means the period beginning when Customer accepts these Terms and continuing until all subscriptions and authorized access have ended

You must be at least 18 years old and legally capable of entering a contract. You may use the Services only in compliance with applicable law and these Terms. If you connect a third-party account or submit content, you represent that you have all permissions and authority required to do so.

The Services are offered only for business and professional use, not personal, family, or household use. You represent that you access the Services in a commercial or professional capacity. If applicable law nevertheless treats you as a consumer, mandatory consumer- protection rights in your province, territory, state, or country remain unaffected. The Services are not intended for children

You must provide accurate account information, keep it current, protect your credentials, and promptly notify us of suspected unauthorized access. You are responsible for activity under your account and for managing workspace members, roles, approvals, and connected accounts. You may not share credentials in a way that compromises account security.

You may not access another person’s account without authorization. Customer is responsible for promptly removing access when an Authorized User no longer requires it and for ensuring that each Authorized User complies with these Terms. Credentials are individual unless the plan expressly permits service accounts. Customer must use commercially reasonable security practices, including strong unique passwords and available multi-factor authentication.

OrchcastAI will never require Customer to disclose a password for a connected Meta, Google, or other third-party account. Customer must promptly report suspected credential or token compromise to [email protected] and cooperate with reasonable containment measures

Orchcast.AI provides tools that may help users create, transform, organize, analyze, review, approve, schedule, and publish content; manage brand information and workflows; and connect authorized third-party platforms. Features may change over time. We may add, modify, suspend, or discontinue features, subject to applicable law and any written agreement governing a paid subscription.

The Services do not guarantee that content will achieve any business, marketing, search, engagement, revenue, legal, regulatory, or other result.

Free, preview, alpha, beta, early-access, and evaluation features may be incomplete, changed, or withdrawn at any time and may not be suitable for production use. Unless a written agreement expressly states otherwise, no service-level commitment, uptime guarantee, support-response time, data-residency commitment, exclusivity, or roadmap obligation applies.

Subject to payment of applicable fees and compliance with these Terms, OrchcastAI grants Customer, during the Term, a limited, revocable, non-exclusive, non-transferable and non- sublicensable right for Authorized Users to access and use the Services and Documentation solely for Customer’s internal business operations. Customer may permit its contractors to act as Authorized Users only while working for Customer and remains responsible for them. No rights are granted by implication, estoppel, exhaustion, or otherwise.

OrchcastAI may establish reasonable technical and usage limits consistent with the purchased plan, Documentation, security requirements, third-party provider limits, and fair allocation of shared resources. Customer may not avoid limits by creating duplicative accounts, rotating credentials, automating prohibited activity, or otherwise circumventing metering or access controls.

You may connect third-party services such as Facebook or Instagram. By doing so, you authorize Orchcast.AI to access, process, and act on information made available under the permissions you grant, solely to provide the requested features. You are responsible for ensuring that your use complies with the third party’s terms, policies, permissions, and content rules.

Third-party platforms control their own services. Orchcast.AI is not responsible for their availability, review decisions, API changes, account restrictions, data, or actions. Disconnecting an integration may prevent related features from working. We may suspend an integration when needed to protect users, comply with platform rules, or address security or legal risk.

You must not provide third-party login passwords to Orchcast.AI. You authorize us to store and use platform-issued tokens and identifiers only to perform requested integration functions. You remain responsible for maintaining platform permissions and for reviewing third-party terms and privacy practices. We may delete or disable credentials that are expired, compromised, excessive, or no longer required.

Third-Party Products are governed by their providers’ terms and privacy notices. Unless OrchcastAI expressly agrees otherwise in writing, OrchcastAI does not license, control, warrant, support, or assume responsibility for a Third-Party Product or for changes, suspension, data loss, output, fees, security, or legal compliance attributable to it. Customer authorizes OrchcastAI to exchange Customer Content and account information with enabled Third-Party Products as necessary to perform Customer’s instructions.

If a required Third-Party Product changes, restricts, or ends OrchcastAI’s access, OrchcastAI may modify, suspend, or discontinue the affected integration without liability for the third party’s decision. OrchcastAI will provide reasonable notice where practicable and will not use this clause to avoid obligations arising from its own breach.

“Customer Content” means content, data, prompts, instructions, brand materials, files, messages, media, account information, and other material you or your authorized users submit to or process through the Services, together with outputs generated for you.

As between you and Orchcast.AI, you retain your rights in Customer Content. You grant Orchcast.AI a worldwide, non-exclusive, limited license to host, copy, transmit, process, modify, display, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, and improve the Services, comply with law, and enforce these Terms. This license ends when the relevant content is deleted from active systems, except for limited backup, legal, security, and de-identified retention described in our Privacy Policy.

You represent that you own Customer Content or have sufficient rights to submit and use it, and that our processing as instructed by you will not violate law, privacy, publicity, intellectual- property, confidentiality, contractual, or other rights.

OrchcastAI does not use Customer Content to train generalized OrchcastAI models and does not authorize its AI service providers to use Customer Content to train generalized provider models. Customer Content may be used only to provide, secure, support, and maintain the Services requested by the customer. Customer-directed fine-tuning or training requires a separate written agreement and explicit customer instructions. You instruct us to process Customer Content and personal information according to your use of the Services and documented instructions.

You are responsible for the lawfulness, accuracy, quality, and means of obtaining Customer Content; required notices and consents; responding to individuals whose information you control; and avoiding submission of regulated or sensitive data not expressly permitted by a written agreement.

Customer represents and warrants that:

• •it has all ownership rights, licences, permissions, consents, releases, notices, and lawful bases necessary for the Input and OrchcastAI’s instructed processing
• •identifiable persons appearing in Customer Content have provided any legally required consent for use of their name, image, voice, likeness, personal information, or other protected interests
• •Customer Content and its intended use do not infringe intellectual-property, privacy, publicity, confidentiality, contractual, collective-bargaining, guild, residual, royalty, or other third-party rights
• •Customer will pay all royalties, residuals, licence fees, union or guild amounts, and other compensation arising from Customer Content or its publication
• •Customer Content is not misleading, fraudulent, defamatory, unlawful, malicious, or subject to restrictions inconsistent with Customer’s instructions
• •Customer will not instruct OrchcastAI to process information in a way that violates applicable law or a Third-Party Product’s binding rules. We may remove or restrict Customer Content when reasonably necessary to comply with law, protect the Services or others, enforce these Terms, or address a credible infringement or abuse report. Removal does not waive any other remedy.

5A. Aggregated Statistics

OrchcastAI may monitor operation and use of the Services and create Aggregated Statistics for security, capacity planning, analytics, benchmarking, product improvement, and business reporting. OrchcastAI owns Aggregated Statistics, but not the underlying Customer Content. Aggregated Statistics must not identify Customer, an Authorized User, Customer Confidential Information, or personal information and must not be used to reconstruct Customer Content or train generalized AI models. OrchcastAI may disclose Aggregated Statistics only in de-identified form and as permitted by law.

The Services may use artificial intelligence and automated systems. Outputs may be inaccurate, incomplete, offensive, non-unique, or unsuitable. Similar outputs may be generated for other users. You are responsible for human review and for determining whether an output is accurate, lawful, appropriate, properly attributed, and safe to use or publish.

You must not rely on the Services as a substitute for legal, medical, financial, accounting, safety, or other professional advice. You are responsible for disclosures, permissions, substantiation, accessibility, intellectual-property clearance, and regulatory compliance associated with your content and campaigns.

To the extent permitted by applicable law, Orchcast.AI does not assign or transfer intellectual- property rights in an output beyond the rights, if any, that Orchcast.AI has authority to transfer. We do not represent that outputs are copyrightable, registrable, non-infringing, exclusive, or free from third-party rights. You must conduct appropriate review before commercial use.

You may not use the Services or outputs to make or materially support high-impact decisions about employment, housing, credit, insurance, healthcare, education admissions, legal services, essential government services, law enforcement, or immigration unless a separate written agreement expressly permits the use and you implement all legally required notices, assessments, testing, human review, explanations, and appeal rights.

The Services may enable content approval, scheduling, or publication. You control and are responsible for the content, destination, audience, timing, and approval decision. You must review content before publication and configure appropriate workspace permissions. We do not guarantee successful or timely publication because connected platforms, networks, credentials, permissions, or other dependencies may fail.

You authorize us to carry out publishing or management actions that you or your authorized users initiate or approve through the Services. You are responsible for actions taken by authorized workspace users.

Publishing is never a representation by Orchcast.AI that content is accurate, lawful, substantiated, accessible, non-infringing, platform-compliant, or approved by any regulator. You must maintain approval records appropriate to your organization and promptly remove or correct unlawful or misleading content.

You may not use the Services to:

• •violate law, regulation, court order, contract, or third-party platform rules
• •infringe intellectual-property, privacy, publicity, confidentiality, or other rights
• •create, upload, or distribute unlawful, deceptive, defamatory, fraudulent, harassing, hateful, exploitative, or harmful material
• •impersonate others, misrepresent affiliation, or engage in coordinated inauthentic behavior, spam, or unauthorized automated activity
• •process highly sensitive information without authorization and appropriate safeguards
• •distribute malware, evade security, probe vulnerabilities without written permission, or disrupt the Services
• •obtain or attempt to obtain credentials, tokens, or data without authorization
• •reverse engineer or circumvent technical restrictions except where applicable law prohibits such limitations
• •use outputs or platform data to build unlawful profiles, make prohibited high-impact decisions, or facilitate discrimination or
• •enable another person to do any of the above.

You also may not use the Services to send commercial electronic messages without consent or another lawful basis, required sender identification, and a functioning unsubscribe mechanism; upload consumer lists obtained unlawfully; scrape platforms contrary to their rules; conduct surveillance; infer sensitive traits from Meta Platform Data; sell or broker platform data; or evade platform rate limits or review controls.

Without OrchcastAI’s prior written permission, you may not benchmark or test the Services for publication, use the Services to develop or train a competing generalized model or service, resell or provide service-bureau access, copy or frame the user interface, derive source code, remove proprietary notices, probe or scan systems, conduct penetration testing, use automated means that exceed documented interfaces or limits, harvest account information, or access the Services to monitor availability or performance for a competitor. These restrictions apply only to the extent permitted by applicable law and do not prohibit good-faith security reporting through an authorized process.

We may investigate suspected violations and remove content, restrict features, suspend accounts, preserve evidence, or cooperate with lawful requests when reasonably necessary.

Customer will reasonably cooperate with an investigation of suspected abuse and will promptly mitigate activity under its control. OrchcastAI may use proportionate technical controls to enforce these Terms but is not obligated to monitor all Customer Content.

The Services, including software, interfaces, documentation, designs, and Orchcast.AI branding, are owned by Orchcast.AI or its licensors and are protected by law. Except for the limited right to use the Services under these Terms, no rights are granted to you.

As between the parties, Customer owns Customer Content and OrchcastAI owns OrchcastAI Materials, Aggregated Statistics, and improvements to the Services that do not contain or reveal Customer Content or Customer Confidential Information. Output ownership and protectability remain subject to Section 6, applicable law, and third-party rights.

If you provide feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use it without obligation to you, provided we do not publicly identify you as its source without permission.

OrchcastAI offers monthly and annual subscription plans. The price, billing period, included usage or credits, usage-based charges, applicable taxes, and other material plan terms will be disclosed before purchase or stated in an applicable order form.

10A. Automatic Renewal and Payment Authorization

Subscriptions automatically renew for successive periods equal to the existing billing period unless cancelled before the applicable renewal date. By subscribing, you authorize OrchcastAI and Stripe or another disclosed payment processor to charge the payment method on file for subscription fees, applicable taxes, and usage-based or other charges you expressly authorize.

Before initiating a recurring charge, OrchcastAI will clearly and conspicuously disclose the price, billing frequency, automatic-renewal terms, trial-conversion terms, cancellation method, and any material usage limits, and will obtain any affirmative consent required by applicable Canadian or U.S. law. OrchcastAI will provide renewal reminders or confirmations where required by law. You must keep payment and billing information accurate and current.

10B. Cancellation

You may cancel through the account billing settings or by contacting OrchcastAI support at [email protected]. A cancellation must be submitted before the renewal date to prevent the next recurring charge. Unless applicable law or a written agreement provides otherwise, cancellation stops future renewals but does not terminate access immediately; the paid Services remain available through the end of the current billing period.

Annual subscriptions are charged in advance. Cancelling an annual subscription prevents the next annual renewal, but the subscription remains active until the end of the current annual term.

10C. Refunds and Credits

Except where required by applicable law or expressly stated in an order form, subscription fees are non-refundable once charged, including for unused subscription time, unused credits, account inactivity, plan downgrades, or cancellation during a billing period. OrchcastAI may issue a refund or account credit for a duplicate or incorrect charge or in another case at its discretion. A discretionary refund or credit in one instance does not create an obligation to provide one in another instance.

Nothing in these Terms limits a non-waivable statutory refund, cancellation, cooling-off, billing- dispute, or consumer-protection right. Although the Services are offered only for business use, this savings clause applies wherever a mandatory law nevertheless governs the transaction.

10D. Trials

If OrchcastAI offers a free trial that requires a payment method, the trial automatically converts to the disclosed paid subscription unless cancelled before the trial expires. The trial length, conversion date, price, billing frequency, and cancellation method will be displayed before enrollment. By beginning such a trial, you authorize the disclosed charge at conversion unless you cancel on time. Eligibility may be limited to one trial per customer, organization, payment method, or other reasonable identifier. OrchcastAI may end or modify a trial prospectively, subject to applicable law and disclosed terms.

10E. Plan Changes

Upgrades may take effect immediately and may be billed on a prorated basis when disclosed at confirmation. Downgrades take effect on the next renewal date unless otherwise disclosed. A downgrade may reduce features, limits, storage, or access; you are responsible for exporting content that would exceed the downgraded plan’s limits.

10F. Price Changes, Taxes, and Failed Payments

OrchcastAI may change subscription prices by providing advance notice. Updated pricing will apply beginning with the next renewal after the notice period, subject to applicable law. You are responsible for applicable sales, use, value-added, goods and services, harmonized sales, and similar transaction taxes, excluding taxes imposed on OrchcastAI’s net income.

If payment is declined or overdue, OrchcastAI may retry the payment method and suspend paid features after any notice and cure period required by law or contract. You may not initiate an improper chargeback for a valid charge; this does not limit a good-faith billing dispute or any statutory chargeback right.

10G. Usage-Based Charges

Usage-based charges apply only when clearly disclosed by the selected plan or separately authorized. The applicable unit, rate, measurement method, reporting interval, and any spending cap or overage rule must be shown before the charge is incurred.

• •Monthly plan credits are issued at the beginning of each billing cycle.
• •Unused eligible text credits may roll over, subject to a maximum stored balance equal to two times the plan’s regular monthly text-credit allowance.
• •Image, video, third-party-service, and promotional credits do not roll over unless expressly stated when issued.
• •Annual-plan credits are issued according to the allowance and release schedule displayed at checkout. Before purchase, the checkout interface must clearly state whether credits are issued monthly or in one annual allocation.
• •Credits have no cash value, are not transferable between unrelated accounts, and are non-refundable except where applicable law requires otherwise.
• •OrchcastAI will not charge automatic overage fees unless the customer has expressly enabled overage billing after the rate and measurement method are disclosed.
• •When included credits are exhausted and overages are disabled, credit-consuming operations will pause until credits renew or the customer purchases an additional credit package.
• •A customer that enables overage billing may establish a monthly spending cap. Processing subject to overage charges will stop when the cap is reached.
• •OrchcastAI will provide usage notifications at appropriate thresholds, including approximately 80% and 100% of the included allowance or enabled spending cap.
• •Promotional credits expire on the date disclosed when issued.

Usage records generated by OrchcastAI’s metering systems govern billing absent manifest error. Customers must report a suspected metering error within [CONFIRM BILLING-DISPUTE PERIOD] after the applicable invoice or statement. This deadline does not limit a non-waivable statutory right.

Each party may receive non-public information that is identified as confidential or should reasonably be understood to be confidential. The receiving party will use reasonable care to protect it and use it only to perform or exercise rights under the applicable agreement. Confidential information excludes information lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from another source. Disclosure is permitted when legally required after notice where lawful.

The receiving party may disclose Confidential Information only to personnel, professional advisers, contractors, and service providers who need it for the permitted purpose and are bound by confidentiality obligations at least as protective as this section. Each party remains responsible for its representatives. Upon written request or termination, the receiving party will return or destroy Confidential Information, except for information retained under law, routine backup cycles, or documented compliance requirements. Trade-secret obligations survive for as long as the information remains a trade secret; other confidentiality obligations survive for [CONFIRM CONFIDENTIALITY SURVIVAL PERIOD] after disclosure or termination.

Unauthorized use of credentials, source code, security information, or Confidential Information may cause irreparable harm for which monetary damages are inadequate. The affected party may seek appropriate injunctive relief in addition to other remedies.

Our Privacy Policy explains how we process personal information. If Orchcast.AI processes personal information for your organization, additional data-processing terms may apply. [ADD LINK TO DATA PROCESSING ADDENDUM BEFORE ENTERPRISE OR REGULATED-DATA USE.]

12A. Electronic Communications

You consent to receive service, security, account, legal, and billing notices electronically. Marketing communications are subject to applicable consent and unsubscribe requirements, including Canada’s Anti-Spam Legislation and U.S. commercial-email laws. Withdrawing marketing consent does not prevent necessary transactional communications.

12B. Intellectual-Property Complaints

If you believe content available through the Services infringes your rights, send a notice to [email protected] identifying the protected work, the challenged material and its location, your contact information, a good-faith statement, and evidence that you are the owner or authorized agent. U.S. copyright notices must include the elements required by the Digital Millennium Copyright Act. [BEFORE CLAIMING DMCA SAFE-HARBOUR PROCEDURES, DESIGNATE AND REGISTER A DMCA AGENT IF REQUIRED.] We may remove challenged material and notify the submitting user. Knowingly false notices may create liability.

You may stop using the Services at any time and may cancel according to your plan terms. We may suspend or terminate access if you materially breach these Terms, create security or legal risk, fail to pay fees, misuse connected platforms, or if required by law or a platform provider. Where reasonable, we will provide notice and an opportunity to cure.

After termination, your right to use the Services ends. Provisions that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnity, and dispute terms. Data handling after termination is governed by the Privacy Policy and any applicable written agreement.

Except where prohibited by law or necessary for security, legal compliance, or third-party platform requirements, we will provide reasonable notice before termination for convenience. Customer Content export, deletion timing, and transition assistance exist only as stated in the applicable plan or written agreement. Customers must export needed content before termination.

OrchcastAI may immediately suspend affected access when reasonably necessary because of an actual or suspected security threat, fraud, unlawful activity, material breach, prohibited data, excessive use that threatens shared systems, overdue undisputed fees, insolvency event, legal prohibition, sanctions restriction, or suspension of a Third-Party Product required to provide the affected feature. OrchcastAI will limit suspension to the affected account or functionality where reasonably practicable, notify Customer when legally and operationally permitted, and restore access after the issue is cured if restoration remains lawful and technically feasible.

OrchcastAI may terminate for material breach if the breach is not cured within 10 days after notice for non-payment or 30 days after notice for another curable breach. No cure period is required for an incurable breach, repeated breach, fraud, intentional security compromise, unlawful activity, or circumstances requiring immediate termination by law or a platform provider

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ORCHCAST.AI DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RESULTS. WE DO NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, UNIQUE, OR SUITABLE FOR YOUR PURPOSES.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

You acknowledge that internet, cloud, AI, and third-party-platform services involve risks outside our control. We are not responsible for losses caused by your instructions, Customer Content, account administrators, compromised customer credentials, unsupported configurations, third- party services, or failure to follow documentation, except to the extent caused by Orchcast.AI and liability cannot lawfully be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORCHCAST.AI’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE SUBSCRIPTION FEES YOU PAID OR PAYABLE TO ORCHCAST.AI DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) USD $100.

These limitations do not apply to liability that cannot legally be limited. [COUNSEL MUST REVIEW THIS SECTION FOR THE CHOSEN JURISDICTION AND CUSTOMER TYPE.]

Multiple claims do not increase the liability cap. The limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose, but only to the extent enforceable. Any negotiated liability cap, security commitment, indemnity, or service credit must appear in a signed written agreement

To the extent permitted by law, you will defend, indemnify, and hold harmless Orchcast.AI and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, and reasonable costs arising from your Customer Content, your unlawful or unauthorized use of the Services or connected platforms, your breach of these Terms, or your infringement of another person’s rights. [COUNSEL MUST REVIEW FOR CONSUMER APPLICABILITY.]

Covered claims include those arising from an Authorized User; an account, credential, or token under Customer’s control; Customer’s publication or distribution of Output; failure to obtain a required consent or licence; an allegation that Customer Content infringes intellectual-property, privacy, publicity, confidentiality, or other rights; Customer’s violation of platform rules; or Customer’s taxes, royalties, residuals, guild fees, or other obligations.

Orchcast.AI will promptly notify you of a covered claim, permit you to control the defence and settlement, and provide reasonable cooperation at your expense. You may not settle a claim in a manner that admits wrongdoing by, imposes obligations on, or fails to fully release Orchcast.AI without our prior written consent. Orchcast.AI may participate with counsel at its own expense

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law principles. The provincial and federal courts located in Vancouver, British Columbia, Canada will have exclusive jurisdiction, and each party irrevocably submits to those courts, except where applicable mandatory law gives a person the right to bring a claim elsewhere.

[DECIDE WITH COUNSEL WHETHER TO USE COURT LITIGATION, ARBITRATION, CLASS- ACTION WAIVER, INFORMAL DISPUTE PROCESS, OR A BUSINESS-ONLY DISPUTE CLAUSE. DO NOT ADD ARBITRATION WITHOUT JURISDICTION-SPECIFIC REVIEW.]

Before filing a claim, each party will send a written notice describing the dispute and requested resolution and allow at least 30 days for good-faith resolution, unless urgent injunctive relief, a limitation period, or non-waivable law requires earlier action. Nothing prevents either party from seeking urgent relief for misuse of intellectual property, confidential information, credentials, or systems.

For Québec consumers and other persons protected by mandatory local law, governing-law, venue, waiver, warranty, limitation, indemnity, renewal, and dispute provisions apply only to the extent permitted. [OBTAIN QUÉBEC COUNSEL REVIEW AND A COMPLIANT FRENCH VERSION BEFORE OFFERING CONSUMER CONTRACTS IN QUÉBEC.]

17A. Export Controls and Sanctions

You may not use, export, re-export, transfer, or provide the Services in violation of Canadian or United States export-control, sanctions, or trade laws. You represent that you are not prohibited from receiving the Services and will not use them for prohibited end uses. This clause does not require conduct prohibited by applicable Canadian law

17B. Anti-Corruption

You will not use the Services in connection with bribery, unlawful payments, or violations of applicable anti-corruption laws, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act where applicable.

We may update these Terms. We will post the revised Terms, update the date above, and provide additional notice when required. OrchcastAI will provide at least 30 days’ advance notice of a material change that is reasonably expected to reduce Customer’s rights or materially diminish paid Services, unless a shorter period is required to address law, security, abuse, or a third-party platform change. Material changes apply prospectively unless law permits otherwise. Continued use after the effective date constitutes acceptance where permitted by law; where renewed affirmative acceptance is required, OrchcastAI will request it.

These Terms, the Privacy Policy, any applicable order form, and incorporated policies form the agreement concerning the Services. If an order form conflicts with these Terms, the order form controls for that transaction. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. There are no third-party beneficiaries unless expressly stated.

For conflicts, the order of precedence is: (1) a signed master agreement or expressly negotiated amendment; (2) a signed order form, solely for its subject matter; (3) an applicable Data Processing Addendum, solely for personal-data processing; (4) these Terms; and (5) incorporated policies and Documentation. A purchase order is administrative only and does not add or modify legal terms.

Headings are for convenience only. “Including” means “including without limitation.” Electronic acceptance and signatures have the same effect as originals to the extent permitted by law. Notices to Orchcast.AI must be sent to the contact information below; notices to you may be sent to the account email or displayed within the Services. No purchase order or customer-form term changes these Terms unless Orchcast.AI expressly agrees in a signed writing.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disorder, labour disruption, utility or internet failure, cyberattack by a third party despite reasonable safeguards, government action, or material failure of a third-party cloud or platform provider. The affected party must use reasonable efforts to mitigate and resume performance. This provision does not excuse payment obligations for Services already provided.

Customer may not assign or transfer these Terms without OrchcastAI’s prior written consent, except to a successor in a merger or sale of substantially all relevant assets that is not a direct competitor and agrees in writing to assume the obligations. OrchcastAI may assign these Terms to an affiliate or successor in a merger, reorganization, financing, or sale of substantially all relevant assets. Any prohibited assignment is void to the extent permitted by law

19A. Government Customers

The Services and Documentation are commercial products developed at private expense. A Canadian or United States government customer receives only the same contractual rights granted to other business customers unless a signed government addendum expressly provides otherwise. Government procurement terms do not apply unless accepted by OrchcastAI in a signed writing.

The English version controls only to the extent permitted by applicable law. [CONFIRM FRENCH- LANGUAGE AND LANGUAGE-OF-CONTRACT REQUIREMENTS, PARTICULARLY FOR QUÉBEC.]

OrchcastAI 437 Helmcken Street Vancouver, British Columbia V6B 2E6, Canada Email: [email protected]

The authorized business owner and Canadian/U.S. counsel must confirm:

1. 1.the legal registration record supporting the confirmed name OrchcastAI, the trade name Orchcast.AI, and the Vancouver address above
2. 2.product, sales, signup, and marketing evidence confirming the Services are offered only for business and professional use
3. 3.the selected British Columbia governing law and Vancouver courts, the informal dispute process, and whether arbitration is appropriate and enforceable for any U.S. customers
4. 4.enforceability of the confirmed USD $100 fallback liability cap, exclusions, negotiated enterprise caps, and mandatory carve-outs under each applicable Canadian and U.S. law
5. 5.the confirmed monthly and annual plan prices, currency, tax treatment, renewal notices, trial length, billing descriptors, billing-dispute period, annual credit-release schedule, metering implementation, spending controls, proration calculations, and operational evidence that the described rollover limits, usage warnings, overage opt-in, spending cap, pause behavior, account-setting cancellation, and support cancellation work as stated
6. 6.implementation and vendor-contract evidence supporting the confirmed commitment that Customer Content is not used to train generalized models, plus treatment of prompts, outputs, evaluations, metadata, and feedback
7. 7.production features, support commitments, uptime terms, beta designation, export process, and termination assistance
8. 8.acceptable-use enforcement, complaint process, intellectual-property notice process, and DMCA agent status
9. 9.authorized data types, prohibited sensitive data, regulated-sector exclusions, and high-impact-use controls
10. 10.Meta/Facebook/Instagram permissions, publishing approvals, and platform-data restrictions, and token handling;
11. 11.data-processing addendum; production and contract evidence for Google Cloud, Cloudflare, Vercel, OpenAI, Anthropic, Cohere, Google Gemini, Stripe, Amplitude, SendGrid, and Google Workspace; any additional subprocessors; security commitments; breach notification; and audit rights
12. 12.consumer-law, automatic-renewal, accessibility, French-language, and Québec-specific requirements
13. 13.insurance, tax, export-control, sanctions, and anti-corruption requirements
14. 14.the version-control, notice, acceptance, and archival process for future changes
15. 15.the confidentiality-survival period, customer-content complaint workflow, reasonable-use limits, suspension restoration procedure, and clickwrap evidence retained for each accepted version
16. 16.whether any government, healthcare, financial, education, employment, or other regulated-sector customer requires a separate agreement.

Legal Review Status

These Terms, the Privacy Policy, Cookie Policy, Data Processing Addendum, subprocessor disclosures, billing terms, AI-use provisions, checkout disclosures, and consent mechanisms are pending final review by qualified Canadian and United States legal counsel. OrchcastAI will not represent that legal review is complete until counsel has approved the final documents and the production implementation has been verified against them.