Terms of Service

During the Subscription Term, ORCHEWO will make the Services and Software available to Customer in accordance with this Agreement, the applicable Order, the Documentation, and applicable laws and government regulations. ORCHEWO grants Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes or in accordance with the Documentation, for up to the number of Users included in Customer's Service Plan or as otherwise stated in the Order.

(a) Customer Account. Customer may need to register for an Account to place orders or to access certain Services. Customer will keep its Account information current and accurate so that ORCHEWO can send notices, statements, and other information by email or through the Account. Customer is responsible for all activity in its Account, for its Users' compliance with this Agreement, and for keeping User login details and credentials confidential. Each User login may be used by only one individual, and Users must be at least 18 years old. Customer will notify ORCHEWO promptly at hello@orchewo.com of any loss, misuse, or unauthorised disclosure of login details or credentials. ORCHEWO and its Affiliates are not liable for any loss or damage resulting from Customer's breach of these obligations.

(b) Acceptable Use. Customer may use the Services and Software only in accordance with this Agreement, the Documentation, and any usage limits in its Order or Service Plan. Customer will not use the Orchewo Technology to: (i) generate, upload, or distribute content that is unlawful, defamatory, harassing, sexually exploitative of minors, or that infringes or misappropriates the rights of others; (ii) create deceptive impersonations of real people, including synthetic media intended to mislead; (iii) send spam or other unsolicited communications; (iv) distribute malware or interfere with the integrity or performance of the Services; or (v) violate any applicable law, including data protection, consumer protection, and advertising laws.

(c) Use Restrictions. Customer will not use the Orchewo Technology: (i) to process data on behalf of any third party other than Customer's Users and End Users; (ii) to store or transmit content that infringes any third party's intellectual property rights; (iii) for competitive intelligence, to build a competing product, or for performance benchmarking; (iv) to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or make the Orchewo Technology available to any third party other than Users and End Users, and then only for Customer's permitted business purposes; (v) to falsely imply any sponsorship by or association with ORCHEWO; or (vi) to decompile, reverse engineer, disassemble, reproduce, copy, or otherwise attempt to discover the source code or underlying programs of any part of the Orchewo Technology.

Further, Customer will not: (i) remove any product identification, proprietary, copyright, trademark, service mark, or other notices in the Orchewo Technology, unless the Documentation permits it; (ii) bypass, disable, or circumvent any security, access control, rate limit, usage limit, or technical protection measure, or attempt to break out of any virtual machine, sandbox, or console environment or gain shell-level or other unauthorised access by any means; (iii) scrape or extract data from the Services by automated means other than through interfaces ORCHEWO provides; or (iv) modify, create derivative works of, or incorporate into other software any part of the Orchewo Technology, except as expressly authorised in writing by ORCHEWO or permitted by the Documentation.

(a) Use of Customer Data. As between the parties, Customer retains all right, title, and interest, including all intellectual property rights, in its Customer Data and in any modifications made to it through the operation of the Orchewo Technology. Customer grants ORCHEWO and its Affiliates a non-exclusive, worldwide, royalty-free right to process Customer Data solely to the extent necessary to provide, maintain, secure, and improve the Orchewo Technology, to perform ORCHEWO's obligations under this Agreement, and as required by law. Customer is solely responsible for the accuracy, content, and legality of all Customer Data, and warrants that it has, and will continue to have, sufficient rights in Customer Data to grant these rights to ORCHEWO.

(b) Data Security. ORCHEWO will use appropriate technical and organisational measures, designed to provide a level of security appropriate to the risk, to protect Customer Data against unauthorised access, processing, loss, or disclosure. These measures include encryption of Customer Data in transit using TLS and at rest, regular backups, and a disaster recovery plan designed to restore the Services after a major incident. ORCHEWO will notify Customer without undue delay after becoming aware of a breach affecting Customer Data.

(c) Data Residency. ORCHEWO hosts Customer Data in India. Some features rely on third-party service providers, including the AI model providers described in Section 4(c), which may process Customer Data outside India to perform their services.

(d) Privacy. ORCHEWO and its Affiliates will process personal data within Customer Data in accordance with applicable data protection laws, including India's Digital Personal Data Protection Act, 2023, and this Agreement. ORCHEWO's Privacy Notice describes how ORCHEWO handles personal data.

(e) Health Information. ORCHEWO does not process protected health information ("PHI") as defined under the US Health Insurance Portability and Accountability Act ("HIPAA"), and does not offer Business Associate Agreements. Customer must not upload PHI to the Services.

(a) Input and Output. The Services allow Customer to submit prompts, reference images, brand assets, and other materials ("Input") and to receive generated content ("Output"). Input and Output are Customer Data. Subject to Customer's compliance with this Agreement, ORCHEWO assigns to Customer any right, title, and interest it may have in Output.

(b) Nature of Output. Output is produced by machine learning models and may be inaccurate, incomplete, or similar to content generated for other users. ORCHEWO does not guarantee that Output is unique or that it qualifies for copyright or other protection. Customer is responsible for reviewing Output before use and for ensuring that its use of Output complies with applicable law and third-party rights.

(c) Third-Party Models. Certain features rely on AI models provided by third parties. ORCHEWO may share Input with those providers solely to generate Output for Customer, and may add, replace, or remove models from time to time.

(a) Ownership Rights. Customer Data is Customer's Confidential Information. Customer and its licensors retain all right, title, and interest in Customer Data and in all of Customer's Confidential Information provided under this Agreement, and ORCHEWO obtains no rights in them except as expressly granted in this Agreement. ORCHEWO and its licensors retain all right, title, and interest in the Orchewo Technology and Usage Data. The Services are offered as online, hosted solutions, and Customer has no right to obtain a copy of the underlying code of any Services, except for any downloadable Software, which is provided in object code form.

(b) Usage Data. ORCHEWO may collect and use Usage Data to develop, improve, support, and operate its products and services. ORCHEWO will not share with any third party Usage Data that includes Customer's Confidential Information, except in accordance with Section 9 (Confidentiality) or where the Usage Data has been aggregated and anonymised so that it no longer identifies Customer or its Users.

(c) Feedback. ORCHEWO may freely use and incorporate into its products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer, its Users, or End Users. Feedback is provided "as is", at Customer's sole discretion, and ORCHEWO will not use it in any way that identifies Customer, its Affiliates, Users, or End Users.

(d) Promotional Materials. Customer agrees that ORCHEWO may use Customer's name, logo, and use case in its marketing materials, for internal or external purposes, worldwide and in any media ("Promotional Materials"). Customer may ask ORCHEWO to stop using its Promotional Materials at any time by emailing hello@orchewo.com. ORCHEWO may take up to thirty (30) days to process the request.

(e) Updates. ORCHEWO may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, and entitlements, provided that: (i) ORCHEWO will not materially decrease their overall functionality during Customer's Subscription Term, except where required for data security or to comply with applicable law; and (ii) modifications are made on a prospective and non-discriminatory basis. ORCHEWO will give reasonable notice of material updates by in-product notification or email. Customer's purchases are not contingent on the delivery of any future functionality or features, or on any oral or written comments made by ORCHEWO about them.

(f) Third-Party Applications. The Services may interoperate with applications not provided by ORCHEWO. Customer's use of those applications is governed by the terms between Customer and their provider. ORCHEWO is not responsible for third-party applications and may stop supporting an integration if its provider no longer makes it available on reasonable terms.

(a) Fees and Plans. The Services are offered on monthly or annual Service Plans, each of which includes an allowance of usage credits. All charges associated with Customer's Account ("Fees") are set out in the applicable Order, the Services, or on ORCHEWO's website. Payment obligations are non-cancellable and non-refundable, regardless of how much Customer uses the Services, except as expressly provided in this Agreement. Customer is responsible for providing complete and accurate billing and contact information and for notifying ORCHEWO of any changes to it.

(b) Usage Credits. Generating Output and running workflows consume credits. Usage beyond the credits included in Customer's Service Plan requires additional credits or a plan upgrade, charged at the rates shown on ORCHEWO's website or in the Order. Credits are subject to the validity and usage rules shown on ORCHEWO's website or in the Order, and have no cash value.

(c) Billing and Payment Terms. Fees are billed in advance at the start of each monthly or annual billing period. For card payments, payment is due immediately on receipt of the invoice, and Customer authorises ORCHEWO and its authorised payment processors to charge Customer's card on subscription and on each renewal. For other accepted payment methods, payment is due in full within thirty (30) days of the invoice date, unless the Order states otherwise.

(d) Currency. Customers with a billing address in India are billed in Indian rupees (INR). All other customers are billed in US dollars (USD), unless the Order states otherwise.

(e) Plan Changes. Customer may not reduce its number of Users or downgrade its Service Plan during the Subscription Term. A requested downgrade takes effect at the start of the next Subscription Term. Upgrades take effect when purchased, and any additional Fees are shown at checkout.

(f) Late Payments. If undisputed Fees are more than thirty (30) days overdue, ORCHEWO may, after notifying Customer in writing, suspend Customer's access to the Orchewo Technology, including its Account, until the unpaid Fees are paid in full.

(g) Payment Disputes. ORCHEWO will not exercise its rights under Section 6(f) or any termination right for non-payment while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties cannot resolve the dispute within thirty (30) days, ORCHEWO may seek any remedies available to it under this Agreement, at law, or in equity. Undisputed amounts must be paid in full.

(h) Taxes. Fees do not include any taxes, levies, duties, or similar government assessments, including goods and services tax (GST), value-added, sales, use, or withholding taxes, assessable by any jurisdiction ("Taxes"). Customer will pay all Taxes associated with its purchases, which, where ORCHEWO is legally required to collect them, will be itemised on ORCHEWO's invoice. If Customer is required by law to withhold any amount, Customer will gross up its payment so that ORCHEWO receives the full amount quoted and invoiced. Where ORCHEWO is legally required to pay or collect Taxes for which Customer is responsible, Customer will pay the amount invoiced unless it provides ORCHEWO, before the invoice date, with a valid tax exemption certificate issued by the appropriate authority.

(i) Purchases through Partners. If Customer purchases through an authorised reseller or marketplace, payment terms are agreed between Customer and that partner, but Customer's use of the Services remains subject to this Agreement. ORCHEWO may suspend the Services if it does not receive payment from the partner for Customer's subscription.

(a) Term. This Agreement takes effect on the earliest of: (i) Customer's first access to any Service through any online provisioning, registration, or order process; (ii) Customer's installation of any Software; or (iii) the effective date of Customer's first Order referencing this Agreement (the "Effective Date"). It governs Customer's initial purchase and all future purchases, and continues until all Subscription Terms have expired or been terminated.

(b) Renewal. Unless an Order states otherwise, subscriptions renew automatically for successive periods equal to the expiring Subscription Term unless either party gives notice of non-renewal before the end of the current term. Customer may turn off automatic renewal at any time in its Account settings.

(c) Price Changes. ORCHEWO may change Fees for a renewal term by giving Customer at least thirty (30) days' notice before the renewal date. Price changes do not affect the current Subscription Term.

(d) Suspension. ORCHEWO may suspend access to the Services, in whole or in part, if (i) Customer or its Users breach Section 2; (ii) Customer's use poses a security risk or could adversely affect the Services or other customers; or (iii) suspension is required by law. Where practicable, ORCHEWO will give advance notice and limit the suspension to what is reasonably necessary.

(e) Termination for Cause. Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within thirty (30) days of written notice, or becomes the subject of insolvency, liquidation, or similar proceedings. If Customer terminates for ORCHEWO's uncured breach, ORCHEWO will refund any prepaid Fees for the remainder of the Subscription Term.

(f) Free Plans, Trials, and Beta Features. ORCHEWO may offer free plans, trials, or beta features "as is", without any warranty, support, or commitment, and may modify or discontinue them at any time. ORCHEWO may delete Customer Data in an inactive free or trial Account after giving reasonable notice.

For fourteen (14) days after expiry or termination of the Subscription Term, Customer may export its Customer Data using the tools available in the Services, provided Customer is not in breach of this Agreement. After that period, ORCHEWO has no obligation to retain Customer Data and will delete it from its active systems within ninety (90) days, except where retention is required by law. Backup copies are overwritten in the ordinary course of operations.

The Receiving Party will use the Disclosing Party's Confidential Information only to perform its obligations or exercise its rights under this Agreement. It will not disclose that information except to its and its Affiliates' employees, contractors, and advisers who need to know it and are bound by confidentiality obligations at least as protective as these, and it will protect that information with at least the degree of care it uses for its own similar information, and no less than reasonable care. The Receiving Party may disclose Confidential Information when legally compelled to do so, provided it gives the Disclosing Party prior notice (where lawful) and reasonable assistance to contest the disclosure.

(a) Mutual. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

(b) ORCHEWO Warranties. ORCHEWO warrants that during the Subscription Term (i) the paid Services will perform materially in accordance with the Documentation, and (ii) ORCHEWO will not knowingly introduce malicious code into the Services. Customer's exclusive remedy for breach of this warranty is for ORCHEWO to use reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, for either party to terminate the affected subscription and for ORCHEWO to refund prepaid Fees for the remainder of the Subscription Term.

(c) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND ORCHEWO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL BE ACCURATE.

(a) By ORCHEWO. ORCHEWO will defend Customer against any third-party claim alleging that the Services, as provided by ORCHEWO, infringe that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. ORCHEWO has no obligation for claims arising from Customer Data, third-party applications, combination with items not provided by ORCHEWO, or use of the Services in breach of this Agreement. If the Services become, or ORCHEWO reasonably believes they are likely to become, subject to such a claim, ORCHEWO may modify the Services to be non-infringing, obtain a licence for continued use, or terminate the affected subscription and refund prepaid Fees for the remainder of the Subscription Term.

(b) By Customer. Customer will defend ORCHEWO and its Affiliates against any third-party claim arising from Customer Data, Customer's use of Output, or Customer's breach of Section 2, and will pay damages finally awarded or agreed in settlement.

(c) Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (provided that no settlement may impose liability on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

(a) Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

(b) Liability Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ORCHEWO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. WHERE CUSTOMER USES ONLY FREE PLANS OR TRIALS, ORCHEWO'S TOTAL LIABILITY WILL NOT EXCEED INR 10,000.

(c) Exceptions. The limits in this Section do not apply to Customer's payment obligations, either party's indemnification obligations, Customer's breach of Section 2, or liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct.

This Agreement is governed by the laws of India, without regard to its conflict of laws rules. The parties will first try to resolve any dispute through good-faith negotiation for thirty (30) days after written notice of the dispute. Any dispute not resolved in that period will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement of the parties. The seat and venue of arbitration will be Bengaluru, Karnataka, and the proceedings will be conducted in English.

Subject to the above, the courts at Bengaluru have exclusive jurisdiction. Either party may seek interim or injunctive relief from any competent court to protect its intellectual property or Confidential Information.

(a) Modifications to this Agreement. ORCHEWO may modify this Agreement from time to time and will post the updated version on this page. Unless ORCHEWO specifies otherwise, changes take effect at Customer's next renewal of the current Subscription Term or when Customer enters into a new Order. ORCHEWO will use reasonable efforts to notify Customer of changes through its Account, by email, or by other means.

(b) Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

(c) Entire Agreement. This Agreement, together with any Orders, is the entire agreement between the parties about its subject matter and supersedes all prior agreements. If there is a conflict, an Order prevails over these Terms of Service. Terms in any Customer purchase order or other business form do not apply.

(d) Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

(e) Notices. Notices to ORCHEWO must be sent to hello@orchewo.com, with a copy to our registered office listed below. Notices to Customer will be sent to the email address associated with its Account. Notices are effective on receipt.

(f) Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labour disputes, government action, or failures of internet or hosting providers.

(g) Anti-Corruption. Neither party has received or been offered any bribe, kickback, or other improper payment in connection with this Agreement, and each party will comply with applicable anti-corruption laws, including the Prevention of Corruption Act, 1988.

(h) Export Compliance. Each party will comply with applicable export control and sanctions laws. Customer will not permit access to the Services by any person, or from any country, subject to applicable sanctions or embargoes.

(i) Waiver and Severability. A failure to enforce any provision is not a waiver of it. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.

(j) Survival. Sections 3, 5, 6 (for amounts owed), 8 through 13, 14, and 15 survive any termination or expiry of this Agreement.

"Account"

means the account Customer creates to access the Services.

"Affiliate"

means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests of the entity.

"Agreement"

means these Terms of Service together with any Orders.

"Confidential Information"

means all information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing, and product plans. It does not include information that is or becomes public through no fault of the Receiving Party, was known to the Receiving Party without restriction before disclosure, is independently developed, or is lawfully received from a third party without restriction.

"Customer" or "you"

means the individual or entity that accepts this Agreement.

"Customer Data"

means all data and content submitted to or generated through the Services by or on behalf of Customer, its Users, or End Users, including Input and Output.

"Documentation"

means ORCHEWO's user guides and help materials for the Services, as updated from time to time.

"End User"

means an individual who interacts with Customer's workflows, widgets, or other deployments built with the Services, such as a visitor chatting with a bot Customer has embedded on its website, but who is not a User.

"Fees"

means the amounts payable for the Services.

"Input" and "Output"

have the meanings given in Section 4(a).

"Orchewo Technology"

means the Services, Software, and Documentation, and all related technology ORCHEWO makes available under this Agreement.

"Order"

means an online checkout, plan selection, or ordering document that specifies the Services purchased, including any quote signed by both parties.

"Service Plan"

means the subscription plan Customer selects, including its number of Users, usage credits, and features.

"Services"

means ORCHEWO's hosted products and services, including StudioGen, the AI-native workflow automation platform available at studiogen.store, but excluding third-party applications.

"Software"

means any downloadable software ORCHEWO provides for use with the Services, such as the StudioGen Web SDK.

"Subscription Term"

means the period during which Customer is entitled to use the Services, as specified in the applicable Order, including any renewals.

"Usage Data"

means data about the operation and use of the Services, such as performance metrics and feature usage, which does not include the content of Customer Data.

"User"

means an individual authorised by Customer to use the Services under Customer's Account.