Effective date: [DATE]
Provider: Orchid AI Advisors LLC, a Georgia limited liability company (“Orchid,” “we,” “us”), with its principal place of business at [ADDRESS].
These Terms of Service (“Terms”), together with each executed Order Form and the Data Processing Addendum (“DPA”), form the agreement (the “Agreement”) between Orchid and the customer identified on the Order Form (“Customer”). By executing an Order Form or using the Service, Customer agrees to the Agreement. Order of precedence: Order Form → DPA → these Terms.
1. Definitions
- “Service” — the Orchid AI Advisors platform: AI-assisted discovery interviews, form and questionnaire workflows, document generation, client portals, support and collaboration features, as described in the Documentation.
- “Order Form” — a mutually executed ordering document (including a signed proposal or statement of work) referencing these Terms.
- “Customer Data” — data, documents, and content submitted to the Service by or on behalf of Customer, including interview responses.
- “Output” — content generated by the Service's AI features from Customer Data, including interview summaries, specifications, and generated documents.
- “Documentation” — Orchid's then-current user guides and usage descriptions for the Service.
- “Users” — individuals invited to access the Service under Customer's account, including Customer's designated administrator (“Client Admin”).
2. The Service
2.1 Provision. Orchid will provide the Service described in the Order Form during the Subscription Term, with commercially reasonable skill and care, and substantially in accordance with the Documentation.
2.2 AI-generated content. Portions of the Service are produced by artificial intelligence. AI output can be incomplete, inaccurate, or wrong. Output is draft material for Customer's review and decision-making. Orchid applies automated grounding checks to generated documents but does not warrant that any Output is error-free. Output is not legal, financial, medical, or other professional advice.
2.3 Customer's review obligation. Customer will ensure that a person with appropriate knowledge reviews Output before Customer relies on it for any consequential decision. Customer's business decisions remain Customer's own.
2.4 Human oversight. Orchid personnel administer the Service. Certain actions — including assignment of interviews and forms to Users — are reviewed or performed by an Orchid administrator rather than occurring automatically.
2.5 Support. Orchid provides support through the in-platform support channel and by email to contact@orchidaiadvisors.com, with responses targeted within one (1) business day (U.S. Eastern Time business hours). Orchid will use commercially reasonable efforts to keep the Service available but does not offer a formal uptime commitment or service credits at this time.
2.6 Changes to the Service. Orchid may improve or modify the Service, provided no change materially reduces the core functionality purchased during a Subscription Term.
2.7 Beta features. Features identified as beta, preview, or pilot are provided as-is, may change or be withdrawn, and are excluded from Sections 2.1 and 10.1.
3. Accounts and Access
3.1 Invitation-only access. Accounts are created by invitation from Orchid or the Client Admin. Customer will ensure only authorized personnel are invited and will promptly disable Users who should no longer have access.
3.2 Credentials. Users must keep credentials confidential. Customer is responsible for activity under its Users' accounts, except to the extent caused by Orchid's breach of the Agreement.
3.3 Roles. The Service distinguishes roles (Client Admin; standard Users) with different permissions as described in the Documentation, including the Client Admin's visibility into the organization's activity.
4. Customer Data; Output; Intellectual Property
4.1 Customer owns its data and Output. As between the parties, Customer owns all Customer Data and, upon full payment of applicable fees, all right, title and interest in the Output. Orchid retains all rights in the Service, its software, prompts, AI configurations, methodologies, and all platform improvements, and in Orchid's pre-existing materials embedded in any Output (which Orchid licenses to Customer for use as part of that Output).
4.2 Output non-exclusivity. Output is generated by AI systems and may be similar to or the same as output generated for other customers. Customer's ownership of its Output does not restrict Orchid from generating output for others, and no exclusivity attaches to any Output.
4.3 License to operate. Customer grants Orchid the non-exclusive rights needed to host, process, transmit, and display Customer Data and Output to provide the Service, including processing through the subprocessors identified in the DPA.
4.4 Aggregated learning. [DECISION REQUIRED — E-1 in the review memo. Retain this clause to disclose-and-license, or delete it and exclude product customers from the cross-organization learning pipeline.] Customer grants Orchid the right to use de-identified, aggregated information derived from use of the Service to improve Orchid's interview methodology and the Service, provided such information does not identify, and could not reasonably be used to identify, Customer or any individual, and is not disclosed in any form attributable to Customer. Orchid will not attempt to re-identify de-identified data.
4.5 No foundation-model training. Orchid's agreements with its AI model providers do not permit those providers to use Customer Data or Output to train their foundation models. [VERIFY current Anthropic and ElevenLabs commercial terms at signing.]
4.6 Feedback. If Customer or a User provides suggestions or feedback about the Service, Orchid may use them without restriction or obligation; this clause grants no rights in Customer Data.
4.7 Personal-data minimization. The Service applies automated redaction intended to prevent third-party personal names from reaching AI model providers. This is a safeguard, not a guarantee. Customer will not submit, and will instruct Users not to submit, personal data unnecessary for the engagement, and will not submit special categories of personal data (including health records) absent a separate written agreement.
5. Acceptable Use
5.1 Customer and its Users must not: (a) access or attempt to access another organization's data; (b) probe, scan, or test the vulnerability of the Service except with Orchid's prior written consent; (c) attempt to extract the Service's underlying prompts, system instructions, or AI configuration; (d) use the Service or Output to develop a competing product, or disclose to a competitor of Orchid the results of any benchmarking of the Service; (e) submit content that is unlawful or infringes third-party rights; (f) attempt to manipulate the AI agent into acting outside its intended purpose; (g) misrepresent Output as human-authored where the distinction is material; or (h) resell or provide access to the Service to third parties without Orchid's written agreement.
5.2 High-risk use. The Service is not designed for, and must not be used for, any purpose where failure or inaccuracy of Output could lead to death, personal injury, or environmental damage, or as the sole basis for decisions with legal or similarly significant effects on individuals (including employment termination, credit, housing, or insurance decisions).
5.3 Upstream policies. Customer's use must also comply with the applicable usage policies of Orchid's AI model providers, as identified in the Documentation [link the Anthropic Usage Policy], to the extent they apply to Customer's use.
6. Fees and Payment
6.1 Fees, usage allowances, and billing cadence are set out in the Order Form. [PRICING STRUCTURE TBD — complete when packaging is decided.]
6.2 Usage limits. The Service enforces per-interview spending limits and organization-level allowances shown to the Client Admin. Orchid may suspend AI processing when an applicable limit is reached.
6.3 Payment. Invoices are due within thirty (30) days of the invoice date. Undisputed late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Customer will notify Orchid of a good-faith invoice dispute within the payment period, and the parties will resolve it promptly; undisputed portions remain payable.
6.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes; each party bears its own income taxes.
6.5 Pilots. If the Order Form designates a pilot or trial period, the Service is provided during that period as-is, either party may terminate the pilot on written notice, and at pilot end Customer Data is deleted unless the parties convert to a paid Subscription Term.
7. Confidentiality
7.1 “Confidential Information” — non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including Customer Data and Output (Customer's) and the Service's software, prompts, methodology, pricing, and security information (Orchid's). Exclusions: information that is or becomes public without breach; was lawfully known without restriction before disclosure; is independently developed without use of the discloser's Confidential Information; or is rightfully received from a third party without restriction.
7.2 Obligations. The receiving party will protect the discloser's Confidential Information with at least the care it uses for its own similar information (and no less than reasonable care), use it only to exercise rights and perform obligations under the Agreement, and limit access to personnel and subprocessors bound by obligations at least as protective.
7.3 Compelled disclosure. A party may disclose Confidential Information to the extent required by law or court order, with prior notice to the other party where lawful, and reasonable cooperation (at the other party's expense) to limit or protect the disclosure.
7.4 Confidentiality obligations survive for five (5) years after termination; for trade secrets, for as long as they remain trade secrets.
8. Data Protection
Orchid processes personal data within Customer Data as described in the DPA, which is incorporated into the Agreement. Orchid maintains the technical and organizational measures described in the DPA, including tenant isolation, encryption in transit, access logging, per-interview AI-spend limits, and content-security controls.
9. Publicity
Neither party may use the other's name or logo publicly without prior written consent, except that Orchid may identify Customer as a customer (name and logo, factual and non-disparaging) only after Customer's written consent (email from the Client Admin suffices).
10. Warranties and Disclaimers
10.1 Mutual. Each party warrants that it has the right to enter into the Agreement. Orchid warrants that (a) it will provide the Service with commercially reasonable skill and care, and (b) it will not knowingly introduce viruses or malicious code into the Service.
10.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS,” AND ORCHID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ORCHID DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR DECISION.
11. Indemnification
11.1 By Orchid. Orchid will defend Customer against any third-party claim that the Service, as provided by Orchid and used as permitted, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer against amounts finally awarded or agreed in settlement. If such a claim arises or is likely, Orchid may procure the right for Customer to continue using the Service, modify or replace it non-materially, or — if neither is commercially reasonable — terminate the affected Service and refund prepaid, unused fees. This Section states Orchid's entire liability for infringement. Orchid has no obligation for claims arising from Customer Data, combination with items not provided by Orchid, or use in violation of the Agreement.
11.2 By Customer. Customer will defend Orchid against any third-party claim arising from Customer Data, Customer's use of Output, or Customer's use of the Service in violation of law or Section 5, and will indemnify Orchid against amounts finally awarded or agreed in settlement.
11.3 Process. The indemnified party must give prompt notice (delay excuses the obligation only to the extent of resulting prejudice), sole control of defense and settlement to the indemnifying party (no settlement imposing non-monetary obligations on the indemnified party without its consent), and reasonable cooperation at the indemnifying party's expense.
12. Limitation of Liability
12.1 General cap. EXCEPT AS SET OUT IN 12.2 AND 12.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.
12.2 Enhanced cap. FOR LIABILITY ARISING FROM A PARTY'S BREACH OF SECTION 7 (CONFIDENTIALITY) OR ORCHID'S BREACH OF THE DPA, THE CAP IN 12.1 IS INSTEAD TWO TIMES (2×) THAT AMOUNT.
12.3 Uncapped. NOTHING IN THE AGREEMENT LIMITS LIABILITY FOR: A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; CUSTOMER'S PAYMENT OBLIGATIONS; A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
12.4 Excluded damages. EXCEPT FOR LIABILITY UNDER 12.3, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.
13. Term, Suspension, and Termination
13.1 Term. The Agreement starts on the Order Form's effective date and continues through all Subscription Terms. Each Subscription Term renews for successive periods equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before renewal.
13.2 Suspension. Orchid may suspend access (in whole or the affected part) for material breach, a genuine security risk, unlawful use, or amounts more than fifteen (15) days overdue after notice — with prior notice where practicable, of the narrowest scope and duration reasonably necessary, and restoring promptly after the cause is cured.
13.3 Termination. Either party may terminate the Agreement or an Order Form for the other's material breach uncured thirty (30) days after written notice, or immediately upon the other's insolvency-related events to the extent permitted by law. If Orchid terminates for Customer's uncured breach, unpaid fees for the remainder of the Subscription Term become due; if Customer terminates for Orchid's uncured breach, Orchid refunds prepaid, unused fees.
13.4 Data export and deletion. Upon termination or expiry, Customer may request an export of Customer Data (the Service supports organization-level export) within thirty (30) days. Deletion then proceeds per the DPA and the retention schedule in the Privacy Policy, except where law requires retention.
13.5 Survival. Sections 4 (as to accrued rights and 4.4–4.6), 5, 6 (as to accrued fees), 7, 10.2, 11, 12, 13.4–13.5, and 14 survive termination.
14. General
14.1 Governing law; venue. The Agreement is governed by the laws of the State of Georgia, excluding its conflict-of-laws rules. The state and federal courts located in [Fulton County], Georgia have exclusive jurisdiction, and the parties consent to their jurisdiction and venue. [Counsel: consider whether an arbitration clause is preferred — deliberately omitted per review memo §G.]
14.2 Assignment. Neither party may assign the Agreement without the other's consent (not unreasonably withheld), except either party may assign it in connection with a merger, reorganization, or sale of substantially all assets or of the business line to which the Agreement relates, with notice.
14.3 Notices. Legal notices must be in writing: to Orchid at [ADDRESS] and contact@orchidaiadvisors.com; to Customer at the Order Form addresses. Email notice is effective on business-day receipt absent a bounce.
14.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations), provided it uses reasonable efforts to mitigate.
14.5 Compliance. Each party will comply with applicable law in performing under the Agreement, including U.S. export-control and sanctions laws and anti-corruption laws. Customer represents it is not on any U.S. denied-party list.
14.6 Relationship; no third-party beneficiaries. The parties are independent contractors. The Agreement creates no third-party beneficiary rights.
14.7 Entire agreement; amendment; waiver; severability. The Agreement is the parties' entire agreement on its subject and supersedes prior discussions. Terms on a Customer purchase order are void. Amendments must be in writing signed by both parties, except Orchid may update these Terms effective upon a renewal Subscription Term with at least thirty (30) days' prior notice. Waivers must be express; unenforceable provisions are limited or severed, leaving the remainder in force.
14.8 Counterparts; e-signature. Order Forms may be executed in counterparts, including by electronic signature.