1. Definitions
1.1 "Agents" means automated software processes provisioned by Orchai that execute configured workflows, optimizations, or marketing tasks on Client's behalf within the Platform.
1.2 "Authorized Users" means Client's employees and authorized contractors permitted by Client to access the Platform, up to the seat count stated in the applicable Order Form.
1.3 "Client Data" means all data, content, credentials, and inputs that Client or its Authorized Users submit to or make available through the Platform.
1.4 "Confidential Information" has the meaning given in Section 9.1.
1.5 "Model Outputs" means content, recommendations, analyses, classifications, bids, budget allocations, and other results generated by the Platform's automated and statistical systems, including systems built on machine learning models and large language models.
1.6 "Online Policies" means the policies identified in Section 2.5 and maintained by Orchai at launchorchai.com/legal.
1.7 "Order Form" means an ordering document executed by both parties that references these Terms and specifies the commercial terms of Client's subscription. An Order Form may be titled "Order Form," "Subscription Order," or a similar name, and may include a statement of work for Professional Services. All such documents are Order Forms for purposes of these Terms.
1.8 "Platform" means Orchai's proprietary software platform, automated workflow systems, Agents, APIs, dashboards, integrations, and related hosted services, together with all documentation, in each case as made available by Orchai.
1.9 "Professional Services" means implementation, onboarding, configuration, strategy, or other human-delivered services expressly scoped in an Order Form.
1.10 "Subscription Term" means the initial term stated in an Order Form and each renewal term thereafter.
2. Agreement Structure, Precedence, and Changes
2.1 Components. The agreement between the parties consists of: (a) each Order Form executed by the parties; (b) these Terms; (c) the Data Processing Addendum at launchorchai.com/legal/dpa, where Orchai processes personal data on Client's behalf; and (d) the Online Policies. Each component is incorporated into the others by reference.
2.2 Order of Precedence. In the event of a conflict, the following order of precedence applies, from highest to lowest:
1. Any addendum or amendment executed by both parties that expressly states it overrides these Terms; 2. The Data Processing Addendum, as to data-processing matters only; 3. The applicable Order Form; 4. These Terms; 5. The Online Policies.
2.3 Version Pinning. The version of these Terms in effect on the date an Order Form is executed governs that Order Form for its initial Subscription Term. Orchai will attach a copy of that version to the Order Form at signature. Client should retain that copy.
2.4 Changes to These Terms. Orchai may publish updated versions of these Terms. Updated versions apply as follows:
(a) New Order Forms. The then-current published version applies to any Order Form executed on or after its effective date.
(b) Existing Clients. For an Order Form already in effect, the then-current published version takes effect at the commencement of Client's next renewal term, and not before.
(c) Notice of Material Changes. Where a new version materially reduces Client's rights or materially increases Client's obligations (a "Material Change"), Orchai will give Client at least thirty (30) days' written notice before the start of the renewal term in which the Material Change would take effect.
(d) Client's Right to Object. If Client objects to a Material Change, Client may elect not to renew, or may terminate the affected Order Form effective at the end of the then-current Subscription Term, by giving written notice within thirty (30) days after Orchai's notice. Orchai will refund any prepaid fees allocable to periods after the effective date of that termination. Non-renewal or termination under this subsection is Client's sole and exclusive remedy for a Material Change.
2.5 Online Policies. The following policies are incorporated into these Terms by reference:
| Policy | Location |
| --- | --- |
| Acceptable Use Policy | launchorchai.com/legal/acceptable-use |
| Service Level and Support Policy | launchorchai.com/legal/service-levels |
| Security Overview | launchorchai.com/legal/security |
| Subprocessor List | launchorchai.com/legal/subprocessors |
| Product Lifecycle Policy | launchorchai.com/legal/product-lifecycle |
Orchai may update the Online Policies from time to time as follows:
(a) Non-Material Updates. Updates that do not materially reduce Client's rights or materially increase Client's obligations take effect on the date posted.
(b) Material Updates. Updates that constitute a Material Change take effect at the commencement of Client's next renewal term, following at least thirty (30) days' written notice, and Client has the objection right described in Section 2.4(d).
(c) Compelled Updates. Notwithstanding subsection (b), Orchai may implement an update to the Acceptable Use Policy or the Security Overview immediately where required to address an active security threat, a legal or regulatory requirement, or a change imposed by a third-party provider on which the Platform depends. Orchai will notify Client promptly and will limit the scope of any such immediate update to what the circumstances require.
2.6 Terms Requiring Mutual Signature. Notwithstanding Sections 2.4 and 2.5, none of the following may be changed except by a written instrument signed by authorized representatives of both parties, or by a subsequent Order Form executed by both parties:
(a) Fees, payment terms, and overage rates; (b) The length of the Subscription Term and renewal periods; (c) Section 8 (Intellectual Property), including the scope of the Client Data license and the terms governing model training; (d) Section 15 (Indemnification); (e) Section 16 (Limitation of Liability); (f) Section 24.2 (Governing Law and Dispute Resolution).
The Online Policies do not, and cannot, modify any of the foregoing.
2.7 Versioning and Archive. Orchai will assign a version number and effective date to these Terms and to each Online Policy, will maintain a publicly accessible archive of prior versions, and will maintain a change log summarizing revisions between versions.
2.8 No Modification by Client Documents. Any terms or conditions contained in a Client purchase order, vendor onboarding portal, procurement platform, supplier agreement, invoice approval workflow, or similar Client document are of no force or effect and are expressly rejected, whether or not Orchai signs, accepts, or transacts under such document.
2.9 Acceptance. Client accepts these Terms by executing an Order Form that references them, by clicking to accept where presented, or by accessing or using the Platform. Where an individual accepts these Terms on behalf of an entity, that individual represents that they have authority to bind the entity.
3. License Grant and Subscription
3.1 License Grant. Subject to Client's compliance with these Terms and payment of applicable fees, Orchai grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the applicable Subscription Term, solely for Client's internal business purposes and as further described in the applicable Order Form.
3.2 Authorized Users. Client may permit Authorized Users to access the Platform up to the seat count specified in the applicable Order Form. Client is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with these Terms.
3.3 Restrictions. Client will not, and will not permit any third party to: (a) copy, modify, adapt, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, prompts, or trade secrets of the Platform; (c) sublicense, sell, resell, transfer, rent, or otherwise commercially exploit or make the Platform available to third parties; (d) use the Platform to build, train, or benchmark a competitive product or service; (e) remove or obscure any proprietary or confidentiality notices; (f) use the Platform in violation of applicable law; (g) circumvent usage limits, authentication mechanisms, or access controls; or (h) use automated scraping or data extraction tools against the Platform except through Orchai's documented APIs.
3.4 Order Forms. Each Order Form will specify, as applicable: subscription tier, features enabled, seat count, Professional Services scope, Subscription Term, fees, payment schedule, and any custom configurations or integrations.
3.5 Scope Changes. Work or feature enablement not specified in an Order Form is out of scope. Either party may request a change. Orchai will price and schedule the change in writing, and work begins only upon Client's written approval.
3.6 Deployment of Agents. The Platform may deploy Agents to perform workflows, optimizations, or marketing tasks on Client's behalf. Agents provisioned by Orchai do not consume Authorized User seats unless an Order Form states otherwise. All actions, triggers, and spending commitments initiated by Agents operating within parameters configured or approved by Client are deemed the authorized acts of Client.
4. Client Responsibilities
4.1 Credentials and Security. Client is responsible for maintaining the confidentiality of login credentials and for promptly notifying Orchai of any unauthorized access or suspected security breach.
4.2 Client Data. Client is solely responsible for the accuracy, quality, legality, and appropriateness of all Client Data. Client represents and warrants that it holds all necessary rights, consents, and permissions to submit Client Data to the Platform, and that such submission does not violate applicable law or third-party rights.
4.3 Cooperation. Client will provide timely cooperation, access to information, and approvals reasonably required by Orchai to deliver onboarding, implementation, or Professional Services.
4.4 Third-Party Integrations and Accounts. Where Client connects third-party platforms, advertising accounts, systems, or APIs to the Platform, Client is responsible for compliance with those third parties' terms of service and for all associated costs, including media spend.
4.5 Budget Controls. Where the Platform is configured to deploy or optimize spend on third-party advertising networks, Client is responsible for establishing and maintaining independent budget limits, spend caps, and billing controls directly within its own third-party accounts. Client acknowledges that controls configured within the Platform are supplemental to, and not a substitute for, Client's own account-level controls.
5. Acceptance and Professional Services
5.1 Review Period. For each Professional Services deliverable or milestone, Client has five (5) business days to accept it or to provide one consolidated list of reasonable revisions aligned to the applicable Order Form.
5.2 Deemed Acceptance. If Client does not respond within the review period, the deliverable is deemed accepted.
5.3 Remediation. Orchai will address material variances from the acceptance criteria stated in the Order Form at no additional charge. New requests are handled as scope changes under Section 3.5.
6. Fees and Payment
6.1 Fees. Fees are stated in each Order Form, and may be structured as subscription, retainer, fixed fee, usage-based, or time and materials. Subscription fees are non-refundable except as expressly stated in these Terms.
6.2 Invoicing. Unless an Order Form states otherwise: (a) subscription and retainer fees are billed monthly or annually in advance; (b) fixed-fee milestones are billed at completion; (c) time and materials are billed twice monthly; (d) third-party pass-through costs are billed in advance.
6.3 Expenses. Pre-approved, reasonable out-of-pocket expenses are passed through at cost.
6.4 Payment Terms. Payment is due net fifteen (15) days from the invoice date. Past-due amounts accrue interest at 2.5% per month, or the maximum rate permitted by applicable law, whichever is lower. Orchai may suspend access to the Platform after ten (10) days' written notice where an invoice is fifteen (15) or more days past due.
6.5 Taxes. Fees exclude taxes. Client is responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes on Orchai's net income.
6.6 Fee Changes at Renewal. Orchai may adjust fees for a renewal term by giving written notice at least forty-five (45) days before the end of the then-current Subscription Term. If Client does not accept the adjustment, Client may elect not to renew by giving written notice before the end of the then-current Subscription Term.
7. Term and Termination
7.1 Term. These Terms take effect on the date Client first accepts them under Section 2.9 and continue until all Order Forms have expired or been terminated. Each Order Form states its Subscription Term, which auto-renews for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
7.2 Termination for Convenience. Either party may terminate an Order Form for convenience on thirty (30) days' written notice. Prepaid fees are not refundable upon termination for convenience, except as provided in Sections 2.4(d) and 7.5(e).
7.3 Termination for Cause. Either party may terminate for material breach if the breach is not cured within fifteen (15) days after written notice describing it.
7.4 Suspension. Orchai may suspend access as permitted under Sections 6.4 and 11.2.
7.5 Effect of Termination. Upon expiration or termination: (a) all licenses granted under these Terms immediately terminate; (b) Client's access to the Platform ceases; (c) Client pays for services performed and non-cancellable commitments incurred through the termination date; (d) each party promptly returns or destroys the other's Confidential Information upon request, subject to legal retention requirements; (e) Orchai will make Client Data available for export for thirty (30) days following termination, after which Orchai may delete it; and (f) the sections that by their nature should survive will survive, including Sections 1, 8, 9, 14, 15, 16, 19, 23, and 24.
8. Intellectual Property
8.1 Orchai IP. The Platform, including all software, models, algorithms, prompts, data pipelines, interfaces, APIs, Agents, documentation, and underlying technology, is and remains the exclusive property of Orchai and its licensors. These Terms transfer no ownership interest in the Platform or any Orchai intellectual property. All rights not expressly granted are reserved.
8.2 Client Data License. Client retains all ownership of Client Data. Client grants Orchai a limited, non-exclusive, royalty-free license to host, process, store, and use Client Data solely to: (a) provide, operate, and optimize the Platform for Client, including tuning and calibrating the models underlying the Platform for Client's own account; (b) perform Orchai's obligations under these Terms; and (c) as otherwise expressly permitted by these Terms.
8.3 Feedback. If Client provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), Orchai may use and incorporate that Feedback without restriction or obligation to Client. Feedback is not Confidential Information.
8.4 Aggregate and Anonymized Data. Orchai may collect, process, and use aggregated and anonymized usage, performance, and telemetry data derived from Client's use of the Platform ("Aggregate Data") to operate and improve the Platform, develop new features, conduct research, and produce benchmarks and marketing materials, provided that Aggregate Data does not identify Client, any Authorized User, or any individual.
8.5 Model Training. Orchai may use anonymized, de-identified, and aggregated data derived from Client Data, including campaign performance metrics, creative and copy effectiveness signals, and system interaction data, to train, calibrate, and improve the models underlying the Platform. Orchai will not use personally identifiable information, or Client Data that has not been anonymized and de-identified, to train models that are made available to other clients, without Client's prior written consent. This Section 8.5 may be modified only in accordance with Section 2.6.
8.6 Pre-Existing IP. Each party retains all rights in its pre-existing intellectual property. No license to pre-existing intellectual property is implied beyond what is expressly stated.
8.7 Professional Services Work Product. Where Orchai delivers custom Professional Services deliverables expressly identified in an Order Form as "Client-Owned Deliverables," those deliverables become Client's property upon full payment, excluding Orchai's tools, frameworks, models, and Platform components, which remain Orchai intellectual property. Orchai grants Client a perpetual, non-exclusive license to use embedded Orchai components solely within those deliverables.
9. Confidentiality
9.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Orchai's pricing, the commercial terms of any Order Form, and Orchai's non-public technical information are Orchai's Confidential Information. These Terms and the Online Policies are published by Orchai and are not Confidential Information.
9.2 Obligations. Each party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and (c) disclose it only to those with a need to know who are bound by confidentiality obligations no less protective than these Terms.
9.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without reference to Confidential Information; or (d) is lawfully obtained from a third party without restriction.
9.4 Compelled Disclosure. A party may disclose Confidential Information where required by law or court order, provided it gives prompt prior written notice where legally permitted and cooperates with the other party's reasonable efforts to obtain protective treatment.
10. Data Protection and Security
10.1 Data Minimization. Orchai will access and process Client Data only to the extent necessary to provide the Platform and services.
10.2 Security Program. Orchai maintains commercially reasonable technical and organizational security measures appropriate to the risk, as described in the Security Overview at launchorchai.com/legal/security. Those measures include access controls and authentication, encryption in transit and at rest, vulnerability management, vendor due diligence, and a documented incident response program.
10.3 Data Processing Addendum. Where Orchai processes personal data on Client's behalf, the Data Processing Addendum at launchorchai.com/legal/dpa applies and is incorporated into these Terms. The Data Processing Addendum includes terms addressing the GDPR and applicable United States state privacy laws, including "service provider" terms under the CCPA and CPRA. Standard Contractual Clauses are available on request where required. Client may request a countersigned copy of the Data Processing Addendum by contacting legal@launchorchai.com. On data-processing matters, the Data Processing Addendum controls over these Terms.
10.4 Incident Notification. Orchai will notify Client without undue delay, and in any event within seventy-two (72) hours where feasible, of a confirmed security incident affecting personal data within Client Data, and will cooperate with Client's reasonable investigation and notification obligations.
10.5 Subprocessors. Orchai may engage vetted subprocessors to assist in providing the Platform, subject to data-protection obligations no less protective than these Terms. Orchai remains responsible for its subprocessors' performance. Orchai maintains a current list of subprocessors at launchorchai.com/legal/subprocessors and will provide notice of material changes as described in that list.
10.6 Data Residency. Unless an Order Form states otherwise, Orchai may process and store Client Data in the United States. Specific data-residency requirements must be agreed in an Order Form or a separate addendum.
11. Acceptable Use
11.1 Acceptable Use Policy. Client's use of the Platform is subject to the Acceptable Use Policy at launchorchai.com/legal/acceptable-use, which is incorporated into these Terms.
11.2 Suspension. Orchai may suspend Client's access to the Platform immediately and without liability where Orchai reasonably believes Client is in material breach of the Acceptable Use Policy. Orchai will provide notice promptly after suspension and will work in good faith to restore access once the breach is remedied. An uncured violation is a material breach for purposes of Section 7.3.
12. Automated Systems and Model Outputs
12.1 Nature of Model Outputs. The Platform incorporates automated and statistical systems, including systems built on machine learning models and large language models, that generate Model Outputs based on training data and configured parameters. Model Outputs are probabilistic. They may not be accurate, complete, current, or appropriate for a given purpose.
12.2 No Professional or Financial Advice. Model Outputs do not constitute legal, financial, medical, regulatory, or other professional advice. Client acknowledges that Model Outputs may include recommendations regarding marketing spend, bidding strategies, and budget allocations. Client is solely responsible for independently reviewing and validating Model Outputs, and for establishing guardrails, including spend limits within its own third-party accounts, before any automated execution or reliance.
12.3 Errors and Fabrication. Automated systems of the type used in the Platform may generate incorrect, fabricated, or misleading information. Orchai does not warrant the factual accuracy of any Model Output. Client assumes all risk associated with reliance on Model Outputs.
12.4 Evolving Technology. Orchai may update, retrain, modify, or replace the models underlying the Platform at any time to improve performance, safety, accuracy, cost efficiency, or regulatory compliance. Those updates may alter the nature, style, or quality of Model Outputs over time. Orchai will handle changes that materially and adversely affect Client's use in accordance with the Product Lifecycle Policy.
12.5 Regulatory Compliance. Client is solely responsible for ensuring that its use of the Platform and of any Model Output complies with applicable law and regulation, including sector-specific requirements in industries such as financial services, healthcare, insurance, legal services, automotive retail, and consumer protection.
12.6 Human Oversight. Client acknowledges that human review and oversight of Model Outputs is essential, particularly where those outputs are used in high-stakes or regulated contexts, and that Orchai recommends maintaining human review processes for consequential use cases.
13. Service Availability and Support
13.1 Service Levels. Orchai's availability commitment, maintenance practices, support channels, and target response times are set out in the Service Level and Support Policy at launchorchai.com/legal/service-levels, which is incorporated into these Terms.
13.2 Sole Remedy. Where Orchai fails to meet the availability commitment, Client's sole and exclusive remedy is the service credit calculated in accordance with the Service Level and Support Policy. Service credits do not apply to beta features or to free or trial access. This Section 13.2 may be modified only in accordance with Section 2.6.
14. Warranties and Disclaimers
14.1 Orchai Warranties. Orchai warrants that: (a) it has authority to enter into these Terms and to grant the licenses stated in them; (b) the Platform will perform materially in accordance with its then-current documentation under normal use; and (c) Orchai will perform Professional Services in a professional and workmanlike manner consistent with industry standards.
14.2 Client Warranties. Client warrants that: (a) it holds all necessary rights, licenses, consents, and permissions with respect to Client Data; (b) Client Data does not infringe third-party rights or violate applicable law; and (c) its use of the Platform will comply with these Terms and all applicable law.
14.3 Disclaimer as to Model Outputs. THE PLATFORM GENERATES MODEL OUTPUTS USING AUTOMATED AND STATISTICAL SYSTEMS. ORCHAI MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY MODEL OUTPUT. CLIENT ASSUMES ALL RISK ASSOCIATED WITH THE USE OF OR RELIANCE ON MODEL OUTPUTS.
14.4 General Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ORCHAI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
14.5 No Performance Guarantee. Business outcomes resulting from Client's use of the Platform depend on factors outside Orchai's control, including Client's data quality, budget, configuration choices, offer, and market conditions. Orchai does not warrant specific business outcomes unless expressly stated in an Order Form.
15. Indemnification
15.1 By Orchai. Orchai will defend, indemnify, and hold harmless Client against third-party claims alleging that the Platform, as provided by Orchai and used in accordance with these Terms, directly infringes a third party's intellectual property rights, provided that: (a) Client promptly notifies Orchai in writing of the claim; (b) Orchai has sole control of the defense and settlement, and will not settle in a manner imposing liability or non-monetary obligations on Client without Client's consent; and (c) Client reasonably cooperates at Orchai's expense. If the Platform is or may be enjoined, Orchai may modify it, substitute functionally equivalent technology, procure a license, or terminate the affected Order Form and refund prepaid fees on a pro-rata basis.
15.2 By Client. Client will defend, indemnify, and hold harmless Orchai against third-party claims arising from: (a) Client Data; (b) Client's breach of these Terms or the Acceptable Use Policy; (c) Client's use of the Platform in violation of applicable law; or (d) Client's use of Model Outputs in a manner contrary to Section 12 or to Orchai's documentation.
15.3 Exclusions. Orchai's indemnity in Section 15.1 does not apply to claims arising from: (a) modifications to the Platform made by Client or a third party; (b) combination of the Platform with third-party products not supplied or approved by Orchai; (c) use of the Platform contrary to these Terms or the documentation; or (d) Client Data.
16. Limitation of Liability
16.1 Cap. Except as stated in Sections 16.3 and 16.4, each party's aggregate liability arising out of or relating to these Terms and all Order Forms will not exceed the total fees paid or payable by Client to Orchai in the twelve (12) months immediately preceding the event giving rise to the claim. For clarity, fees do not include third-party media spend, which is not paid to Orchai.
16.2 Exclusion of Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.3 Carve-Outs from the Cap. The cap in Section 16.1 does not apply to: (a) either party's indemnification obligations; (b) breach of confidentiality obligations; (c) a party's willful misconduct or gross negligence; or (d) Client's obligation to pay undisputed fees.
16.4 Third-Party Media Spend. Client acknowledges that media spend committed on third-party advertising networks and media platforms, including search, social, programmatic, and connected television platforms, is billed by those platforms directly to Client, is not revenue to Orchai, and is at Client's financial risk.
(a) ORCHAI WILL NOT BE LIABLE FOR ANY COSTS, OVERAGES, BUDGET OVERRUNS, OR LOSSES INCURRED ON THIRD-PARTY ADVERTISING NETWORKS OR MEDIA PLATFORMS, WHETHER ARISING FROM A PLATFORM MALFUNCTION, SOFTWARE DEFECT, MODEL ERROR, AGENT CONFIGURATION FAILURE, OR ORCHAI'S NEGLIGENCE. THIS EXCLUSION APPLIES NOTWITHSTANDING SECTION 16.2.
(b) Subsection (a) does not apply to Orchai's gross negligence or willful misconduct. Where Orchai's gross negligence or willful misconduct causes losses on third-party advertising networks, Orchai's liability for those losses is limited to the cap in Section 16.1, and Section 16.3(c) does not apply to those losses.
(c) Client acknowledges that automated bidding, budget allocation, and campaign deployment functionality is used at Client's financial risk, and that Client remains exclusively responsible for establishing independent hard budget limits directly within its own third-party advertising accounts as required by Section 4.5. Orchai's liability under subsection (b) is reduced to the extent losses would have been avoided had Client maintained those limits.
(d) If any part of this Section 16.4 is held unenforceable, it will be enforced to the maximum extent permitted, and the remainder of Section 16 will continue in full force.
17. Beta Features
17.1 Beta Access. Orchai may offer Client access to pre-release, beta, or experimental features ("Beta Features") at no additional charge or at a discounted rate. Beta Features are provided "as is," without warranty of any kind, and may be modified, limited, or discontinued at any time without notice.
17.2 No Liability. Orchai is not liable for any harm, data loss, or service disruption arising from Client's use of Beta Features. Client's use of Beta Features is at its sole risk. The Service Level and Support Policy does not apply to Beta Features.
18. Platform Changes and Deprecation
18.1 Updates. Orchai may update, modify, or enhance the Platform at any time to improve functionality, performance, security, cost efficiency, or compliance.
18.2 Lifecycle Commitments. Orchai's notice commitments for feature deprecation, breaking API changes, and changes that materially and adversely affect Client's use are set out in the Product Lifecycle Policy at launchorchai.com/legal/product-lifecycle, which is incorporated into these Terms.
19. Non-Solicitation
During the Subscription Term and for twelve (12) months after its expiration or termination, neither party will directly solicit for employment any personnel of the other party who were materially involved in delivering or receiving the services, except through general public advertising not specifically targeting those individuals. Engaging such personnel following a direct introduction by the other party triggers a placement fee equal to twenty-five percent (25%) of that individual's first-year annualized compensation, unless prohibited by applicable law.
20. Subcontractors
Orchai may use subcontractors and third-party service providers to assist in delivering the Platform and services. Orchai remains fully responsible for their performance. Subcontractors with access to Client Data are subject to confidentiality and data-protection obligations no less protective than these Terms.
21. Compliance
Each party will comply with all applicable laws and regulations, including those relating to data privacy, export controls, anti-bribery, economic sanctions, telemarketing and electronic messaging, advertising substantiation, and consumer protection. Client is responsible for determining whether the Platform and any Model Output are appropriate and lawful for Client's specific use case and jurisdiction. Orchai does not represent that the Platform is compliant with all laws applicable to Client's specific industry or use case.
22. Force Majeure
Neither party is liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, government action, internet or utility outages, third-party infrastructure or platform failures, and changes in applicable law. The affected party will give prompt written notice and use commercially reasonable efforts to mitigate. Payment obligations for services already performed are not excused.
23. Notices
23.1 To Orchai. Notices to Orchai must be in writing and sent to: Automation Technology Services, LLC, Attn: Legal, 233 Lanyard Lane, Belmont, NC 28012, with a copy to legal@launchorchai.com.
23.2 To Client. Notices to Client will be sent to the notice contact stated in the applicable Order Form, or, where none is stated, to Client's primary administrative contact on file. Client is responsible for keeping that contact current.
23.3 Method and Effectiveness. Notices may be delivered by: (a) email to the addresses above; (b) overnight courier; or (c) certified mail, return receipt requested. Notices sent by email are effective on transmission, absent a bounce or delivery failure. Notices sent by courier or mail are effective on confirmed receipt.
23.4 Operational Notices. Notices of changes under Sections 2.4 and 2.5 may additionally be delivered through in-Platform notification, but Orchai will in all cases also send email notice to Client's notice contact.
24. Miscellaneous
24.1 Assignment. Neither party may assign these Terms or any Order Form without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations. Any purported assignment in violation of this Section is void.
24.2 Governing Law and Dispute Resolution. These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by JAMS in Mecklenburg County, North Carolina, under the JAMS Streamlined Arbitration Rules, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek emergency injunctive relief in any court of competent jurisdiction. This Section 24.2 may be modified only in accordance with Section 2.6, and no update published under Section 2.4 will apply retroactively to a dispute arising before that update's effective date.
24.3 Severability and Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue in full force. No waiver of any right or remedy is effective unless in writing.
24.4 Independent Contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.
24.5 Electronic Signatures and Records. Order Forms and addenda may be executed electronically, and electronic signatures and records are valid and binding to the same extent as originals.
24.6 Publicity. Neither party will use the other's name or marks in publicity without prior written consent, except that Orchai may identify Client by name and logo in a customer list on its website and in sales materials, and Client may revoke that permission at any time by written notice to legal@launchorchai.com.
24.7 Entire Agreement and Amendments. These Terms, together with all Order Forms, the Data Processing Addendum, the Online Policies, and any executed addenda, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, representations, and understandings. Amendments require a written instrument signed by authorized representatives of both parties, except that Orchai may publish updated versions of these Terms and update the Online Policies in accordance with Sections 2.4 and 2.5.
24.8 Counterparts. Order Forms may be executed in counterparts, each of which is an original, and all of which together constitute a single document.
25. Contact
Questions about these Terms: legal@launchorchai.com Security matters: security@launchorchai.com Privacy and data subject requests: privacy@launchorchai.com
Automation Technology Services, LLC (dba Orchai) 233 Lanyard Lane, Belmont, NC 28012
_Orchai Platform Terms, Version 1.0. Effective August 18, 2026. Prior versions: launchorchai.com/legal/platform-terms/archive_