Orchestri Master Subscription Agreement

This Master Subscription Agreement ("Agreement") is entered into between Orchestri, LLC ("Orchestri") and the customer identified in an applicable Order Form ("Customer"). This Agreement governs Customer's access to and use of the Orchestri platform, including CRM, revenue operations, forecasting, reporting, workflow automation, integrations, AI-assisted functionality, and related services.

Authorized User, Workspace, Customer Data, Services, AI Services, Third-Party AI Providers, Integrations, Documentation, Subscription Term, Confidential Information, Usage Data, and Statement of Work (SOW) have the meanings set out in the applicable Order Form, documentation, or commercial terms.

Subject to payment and compliance with this Agreement, Customer receives a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term.

Fees are defined in Order Forms. Invoices are payable according to agreed payment terms. Late payments may accrue interest at the lesser of 1% per month or the maximum amount permitted by law.

Customer is responsible for user management, account security, data accuracy, legal compliance, and activities performed under Customer accounts.

Customer shall not reverse engineer the Services, perform unauthorized penetration testing, circumvent security controls, distribute malware, scrape data, abuse AI capabilities, or violate applicable law.

AI outputs are probabilistic and may contain inaccuracies. Customer is responsible for review, validation, and approval of AI-generated outputs before reliance for legal, financial, operational, regulatory, or business decisions.

Prompts and data may be processed by approved providers including OpenAI, Anthropic, Google Gemini, and successor providers solely to provide requested functionality. Orchestri does not use Customer Data to train public foundation models.

Customer retains ownership of Customer Data. Orchestri retains ownership of the Services, software, documentation, methodologies, analytics, models, trademarks, and intellectual property.

Orchestri maintains commercially reasonable administrative, technical, and physical safeguards, including encryption in transit, role-based access controls, authentication controls, and audit logging where applicable.

Customer Data will be processed in accordance with Orchestri's Privacy Policy and any applicable Data Processing Addendum. Orchestri may collect aggregated and anonymized usage data that does not identify Customer for service improvement, analytics, benchmarking, capacity planning, and security monitoring.

Services may connect with third-party systems including CRM, ERP, productivity, communication, finance, and data platforms. Orchestri is not responsible for outages, API changes, restrictions, or failures caused by third-party providers.

Orchestri will provide commercially reasonable support for generally available features. Beta, preview, experimental, and early-access features are provided as-is. Each party will protect Confidential Information using reasonable care. Except for Customer Data, all rights, title, and interest in the Services remain with Orchestri.

The Services are provided "as is" and "as available." Orchestri disclaims implied warranties including merchantability, fitness for a particular purpose, and non-infringement. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages. Aggregate liability shall not exceed fees paid during the twelve months preceding the claim.

Mutual indemnification provisions apply for intellectual property infringement claims, violations of law, and misuse of data, subject to customary notice and defense requirements. Either party may terminate for material breach not cured within thirty days after notice. Colorado law governs this Agreement. Assignment, force majeure, notices, waiver, severability, survival, and entire agreement provisions apply.