Orchestri Master Subscription Agreement

1. Parties, acceptance and electronic orders

This Master Subscription Agreement is between Orchestri, LLC (Orchestri) and the business or other entity identified as Customer in an Order Form. The person accepting represents that they are authorized to bind that Customer. If buying in an individual business capacity, that person is the Customer. Acceptance of an electronic Order Form or signature of a written Order Form forms the Agreement on its Effective Date.

The Agreement consists of this MSA, the applicable Order Form and documents expressly incorporated into that Order Form. An Orchestri electronic order summary becomes an Order Form when the Customer affirmatively accepts it; merely viewing pricing or beginning signup does not place an order. Host-assisted orders and separately signed negotiated orders are supported only when their commercial terms are explicitly recorded and accepted. A payment redirect alone is not proof of acceptance, payment or workspace activation.

2. Definitions

Authorized User means an individual whom Customer permits to use the Services under its purchased capacity. Customer means the entity or individual business identified in the Order Form. Customer Data means information, files, communications, recordings, prompts and other content submitted by or for Customer or obtained from its authorized Integrations, including customer-specific derived content and outputs; it excludes Orchestri's preexisting technology.

Documentation means Orchestri's maintained user instructions and service descriptions applicable to the purchased features. Effective Date means the date Customer accepts the applicable Order Form unless that form specifies another date. Integrations means connections to third-party services enabled by Customer or an Authorized User. Order Form means a signed order or accepted electronic order summary specifying the purchased Services and commercial terms.

Services means the hosted Orchestri features purchased in the Order Form. Subscription Term means the initial paid service period and each renewal period specified in the Order Form. Usage Data means operational measurements aggregated or deidentified so they do not identify Customer or Authorized Users; it is not a license to repurpose Customer Data. Workspace means the logically separated Customer environment in Orchestri. AI Services means features using machine-learning models to generate, summarize, classify or assist with content or actions. Third-Party AI Provider means an external provider processing information for an authorized AI feature.

3. Services, capacity and responsibilities

Subject to this Agreement and payment, Orchestri grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to use the purchased Services for its business purposes. Customer may permit Authorized Users up to its purchased capacity. Credentials must be individual and must not be shared. Customer manages permissions, protects credentials, promptly reports unauthorized access and is responsible for Authorized Users' actions.

Cadence provides personal relationship intelligence, contact and relationship organization, email/calendar assistance and supported daily workflows. Intelligence, Overlay and Commercial Intelligence are distinct products; a Cadence purchase does not include their advanced capabilities. Integrations, provider permissions, feature availability and applicable capacity controls continue to apply.

Customer must have lawful rights to supply its data, record meetings, connect providers and instruct processing, including notices and permissions required from other participants. Customer remains responsible for data accuracy, its business decisions and compliance with laws applicable to its activities.

4. Cadence price, recurring billing and taxes

The standard Cadence monthly plan is $49 USD per purchased user per month, billed monthly in advance, with a minimum of one purchased user and no Stripe free trial. Quantity is purchased workspace capacity, not the number of invitations sent. The accepted Order Form controls the actual unit price, purchased capacity, currency, billing interval and any expressly agreed customer-specific rate.

Customer authorizes Orchestri and its payment processor, Stripe, to charge the selected payment method for the accepted subscription and its renewals. Stripe handles payment credentials; Orchestri stores billing and transaction references needed to administer the subscription. The initial paid period begins when payment succeeds unless the Order Form expressly specifies another start treatment. Each subscription automatically renews for the same interval until canceled as described below.

Displayed recurring fees exclude applicable sales, use, value-added and similar taxes unless the Order Form says tax-inclusive. Any tax collected at payment must be disclosed before confirmation. Customer is responsible for applicable taxes other than taxes on Orchestri's net income and may provide valid exemption documentation.

Customer should promptly report billing errors to support@orchestri.ai with its workspace and invoice reference, without sending full card details. Orchestri will investigate and correct substantiated errors. This process does not waive statutory dispute rights. Overdue invoice-billed amounts may accrue simple interest at the lower of 1% per month or the lawful maximum after notice. Reasonable, documented collection costs may be recovered only where permitted by law; disputed amounts under good-faith review are excluded. Customer may also send security notifications and support questions to support@orchestri.ai.

5. Capacity changes and negotiated prices

Customer requests purchased-capacity changes through Orchestri Billing & Plan or an authorized support-assisted process. Stripe Customer Portal quantity changes are disabled. Sending an invitation does not authorize or silently trigger a billing increase. Orchestri may block a capacity request that is below active membership or inconsistent with the applicable commercial agreement.

Increases require an explicit summary and authorization of the new capacity, effective time and any prorated charge before payment is changed. If an immediate increase cannot be safely supported, Orchestri will arrange a separately confirmed change. Reductions ordinarily take effect at renewal and do not create an automatic credit for unused seats in the current paid period. The confirmed change summary controls any expressly agreed proration; no undisclosed proration is authorized by this MSA.

For standard pricing changes, Orchestri will give at least 30 days' advance notice and apply increases no earlier than the next eligible renewal after that notice period. Customer may cancel before the new price applies. Negotiated prices belong to the specified workspace and cannot be selected by another Customer. Expiration, review or replacement of a negotiated rate requires explicit commercial treatment; historical invoices and acceptances are not rewritten.

6. Cancellation, renewal and refunds

Customer may schedule cancellation through Orchestri Billing when available or the linked Stripe Customer Portal. If either is unavailable, Customer may contact support@orchestri.ai for assistance before renewal. Standard Cadence cancellation takes effect at the end of the current paid billing period. Access ordinarily continues through the paid-through date, subject to the suspension provisions below, and renewal stops when cancellation takes effect.

Cancellation does not create an automatic prorated refund. Fees already charged are nonrefundable except where required by law, for substantiated billing errors or as expressly agreed in writing. Any mandatory consumer rights remain unaffected. Reversing a scheduled cancellation or reactivating an ended subscription requires current product availability and verified billing status; it is not guaranteed by a button or a browser return from payment.

Stripe notifications are reconciled with subscription and invoice status before Orchestri changes the recorded lifecycle. A scheduled cancellation is distinct from an ended subscription. Orchestri will not describe a payment as successful solely because the customer returns from Checkout.

7. Failed payments, suspension and termination

If a payment fails, Orchestri may notify Customer and ask it to update payment details. Stripe may retry payment using reasonable payment-recovery procedures. Amounts properly due remain payable. If payment remains overdue after notice and a reasonable opportunity to cure, Orchestri may suspend affected access until payment is resolved. Orchestri will restore access after the applicable payment issue is resolved, subject to this Agreement.

Either party may terminate an affected Order Form for material breach not cured within 30 days after written notice. Orchestri may suspend affected access sooner when reasonably necessary to address a security threat, unlawful use, legal requirement or an urgent risk to other users. For nonpayment, Orchestri will give notice and a reasonable opportunity to cure before a manual suspension unless prohibited by law. Suspension will be proportionate, and Orchestri will restore affected access when the grounds are resolved. Customer may terminate if Orchestri materially breaches and fails to cure under this paragraph.

Customer may request available support-assisted exports during the subscription by contacting support@orchestri.ai. After termination, contact support promptly to arrange an export of eligible data that remains available. Orchestri verifies the requester’s identity and authority before providing an export. Termination does not grant continued access to the Services. Customer should arrange exports before access ends.

Orchestri retains Customer Data for the period needed to provide the Services and fulfill the Customer relationship. Following a verified deletion request or termination, Orchestri deletes or deidentifies eligible Customer Data within a commercially reasonable period, subject to protected backup cycles and records retained for legal, security, accounting, fraud-prevention or dispute-resolution purposes. Data retained for those purposes remains subject to appropriate access restrictions. Disconnecting an Integration stops future access through that connection but does not automatically delete prior imports or derived records. Customer may use available deletion controls or contact support for assistance.

8. Pilots, beta and early access

A free evaluation or pilot exists only if an Order Form expressly grants it and specifies its duration and conditions. Paid Cadence does not include a free trial. Beta and early-access features may change or be discontinued and are provided as-is unless a signed commitment states otherwise. Conversion from a pilot to a paid subscription requires an accepted commercial order; it is not automatic under this section.

9. Acceptable use

Customer must not circumvent security or capacity controls, share credentials, introduce malware, unlawfully collect or scrape data, distribute spam, infringe rights, abuse AI features, or use the Services in violation of law or connected-provider policies. Customer must not attempt unauthorized access, reverse engineer the Services except where nonwaivable law permits, or use them to develop prohibited surveillance or other unlawful activities. Security testing is permitted only under a separate written program or specific written authorization defining its scope.

10. AI Services and authorization

AI outputs are probabilistic and may be inaccurate, incomplete or biased. Authorized Users must review material outputs before relying on or sharing them and must approve actions where the feature requires authorization. Orchestri does not provide legal, financial, medical or regulatory advice. Customer remains responsible for final decisions and for determining whether the Services are appropriate for its use.

Authorized AI providers may process only the context needed for requested features, under applicable access, purpose and data-use controls. A provider’s terms do not override Orchestri’s commitments concerning Google Workspace data. AI processing does not transfer ownership of Customer Data to Orchestri. This Agreement grants no permission to create, train or improve generalized or foundational AI/ML models using Customer Data.

11. Google Workspace Limited Use

Orchestri’s use and transfer of information received from Google Workspace APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.

Orchestri accesses Google data only after user authorization for requested scopes and uses it for visible, user-benefiting features. Google Workspace data is not sold, used for advertising, used to determine creditworthiness or lending eligibility, or used to create, train or improve generalized or foundational AI/ML models. These restrictions continue to apply to derived or transformed Google data.

Transfers to service providers are limited to what is necessary to deliver authorized features under appropriate access and data-use controls. Human access is limited to specific consent, security or abuse investigation, legal compliance or another exception permitted by Google’s policy. Users may disconnect Google in Profile Integrations, use available controls to delete eligible imported data, or contact support@orchestri.ai for deletion assistance. Disconnecting does not automatically delete all previously imported or derived data.

12. Data ownership, Usage Data and privacy

Customer retains ownership of Customer Data. Customer grants Orchestri only the rights needed to host, protect, transmit and process that data to provide the requested Services and comply with lawful instructions. Orchestri retains its preexisting software, models, interfaces, methodologies, Documentation and other intellectual property, excluding Customer Data.

Orchestri may use appropriately aggregated or deidentified Usage Data for operations, reliability, security and service improvement. It must not identify Customer or Authorized Users, must not be reidentified, and must not be used to avoid restrictions applicable to its source data. Service improvement does not authorize generalized or foundational model training using Customer Data. Google-derived data remains subject to Limited Use after derivation or transformation. Orchestri’s ownership of its models, methods and analytics does not include Customer Data.

The Privacy Policy explains processing of website, account and business-operations data. Orchestri processes Customer Data on Customer’s instructions, subject to this Agreement. Additional data-processing terms may be agreed where appropriate; an executed Data Processing Addendum controls its subject matter.

13. Security, incidents and integrations

Orchestri will maintain reasonable administrative, technical and organizational safeguards appropriate to the Services and data, including access controls, HTTPS transport and protection of stored OAuth credentials. Hosted storage uses the underlying cloud service's encryption at rest. These measures do not guarantee absolute security, universal end-to-end encryption or any certification.

Orchestri will investigate confirmed security incidents affecting Customer Data, take reasonable containment and remediation steps and notify affected Customers without undue delay after confirmation, subject to applicable law and legitimate investigation needs. Customer will maintain secure devices and accounts and promptly notify Orchestri of suspected compromise. Customer may report a suspected security incident to support@orchestri.ai.

Customer enables Integrations and controls the requested permissions. Access remains subject to provider permissions, availability and policies. Orchestri is responsible for its own implementation and will reasonably address integration defects, but does not guarantee third-party uptime or unchanged APIs. Disconnecting stops future authorized access through that connection; prior imports and derived records follow the documented deletion lifecycle.

14. Confidentiality

Confidential Information means nonpublic information disclosed in connection with the Agreement that is marked confidential or should reasonably be understood as confidential, including Customer Data, credentials, business plans and nonpublic technical or commercial information. It excludes information the recipient can demonstrate was lawfully known without restriction, independently developed without use of the information, lawfully received from another source, or publicly available without breach.

The recipient may use Confidential Information only to perform or exercise rights under the Agreement, must protect it using reasonable care and no less than the care used for comparable information of its own, and may disclose it only to personnel, contractors and advisers who need it and are bound by suitable confidentiality duties. The recipient is responsible for their compliance.

If legally compelled to disclose, the recipient will give advance notice where lawful, disclose only what is required and reasonably cooperate, at the discloser's expense, with protective measures. On request after termination, it will return or destroy information it can reasonably identify, except legally required or protected archival copies, which remain restricted. These duties survive for three years after disclosure and, for Customer Data, credentials and trade secrets, for as long as retained or protected as trade secrets under law.

15. Indemnification

Orchestri will defend Customer against a third-party claim that the Services, as supplied and used as authorized, infringe that party's patent, copyright, trademark or trade secret, and pay damages and reasonable settlement amounts finally awarded or agreed by Orchestri. This obligation excludes claims caused by Customer materials, unauthorized modifications, combination with items not supplied or required by Orchestri where the claim would not otherwise arise, or continued use after notice of infringement and provision of a reasonable noninfringing alternative.

Customer will defend Orchestri against third-party claims arising from Customer Data or Customer-provided materials infringing rights, Customer's unlawful use of the Services, or processing directed by Customer without required rights or consent, and pay damages and reasonable settlements finally awarded or agreed by Customer. This obligation does not cover a claim caused by Orchestri's own breach or misconduct.

The indemnified party must promptly notify the indemnifying party; delay relieves obligations only to the extent materially prejudicial. The indemnifying party controls the defense with qualified counsel, and the other party reasonably cooperates at its expense and may participate through its own counsel at its own cost. No settlement may admit fault, impose nonmonetary duties on, or fail to release the indemnified party without its written consent, not unreasonably withheld.

For an infringement claim, Orchestri may procure continued use, modify or replace the affected Services without materially reducing their function, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid unused fees for the terminated period. This section states the parties' contractual indemnity remedies, subject to nonwaivable law and the liability allocation below.

16. Service commitment, disclaimers and liability

Orchestri will use commercially reasonable efforts to provide the generally available Services materially in accordance with their Documentation and to correct reproducible material defects reported with sufficient information. No uptime percentage or fixed resolution time is promised unless separately agreed. Customer's material-breach termination rights remain available.

Except for express commitments in the Agreement and to the extent permitted by law, the Services are provided as-is and as-available, and Orchestri disclaims implied warranties of merchantability, fitness for a particular purpose and noninfringement. Orchestri does not warrant that AI outputs are accurate or that third-party Integrations will be uninterrupted.

To the extent permitted by law, neither party is liable for indirect, incidental, consequential, special or punitive damages or lost profits arising under this Agreement. Each party's aggregate liability for all claims relating to an affected Order Form is limited to fees paid or payable under that Order Form during the twelve months preceding the event giving rise to the claim.

Confidentiality, data-security and indemnification claims remain within that ordinary cap; Customer's payment obligations, fraud, gross negligence, willful misconduct and liability that cannot lawfully be limited are excluded from the cap. The indirect-damages exclusion does not prevent recovery of covered third-party awards under indemnification and does not exclude liability that cannot lawfully be excluded. No higher security or confidentiality cap is implied.

17. General provisions

Colorado law governs, excluding conflict-of-law rules. State courts in Denver County, Colorado, and the federal court for the District of Colorado have exclusive jurisdiction over disputes arising from this Agreement, and each party consents to that jurisdiction. This Agreement does not require arbitration or include a class-action waiver.

Legal notices must be sent in writing to the notice contact in the Order Form. Unless another address is agreed, electronic notices to Orchestri must be sent to support@orchestri.ai, and notices to Customer may be sent to its designated administrator email. Electronic notice is effective when sent unless the sender receives a delivery-failure notice, subject to any nonwaivable legal requirement. Each party must keep its notice details current. A required legal notice must identify its purpose; ordinary product messages do not replace it.

Neither party may assign this Agreement without the other's written consent, not unreasonably withheld, except to an affiliate or successor in a merger or sale of substantially all relevant assets that assumes the obligations and is not the other's direct competitor. Neither party is liable for delay caused by events beyond reasonable control if it mitigates and promptly notifies the other; accrued payment obligations are not excused.

The parties are independent contractors. This Agreement creates no agency, partnership or third-party beneficiary rights except as expressly stated. Failure to enforce a provision is not a waiver. A waiver must be written and specific. If a provision is unenforceable, the remainder continues, with the invalid provision limited only as needed to make it lawful. Each party will comply with applicable export controls and sanctions and will not knowingly provide prohibited access.

For conflicts, the Order Form controls its specific commercial terms; an executed DPA controls data-processing subject matter; an incorporated product schedule or AI addendum controls its subject matter; this MSA follows; and Documentation comes last. A document overrides a different subject only if it expressly identifies the change. Marketing copy does not override commercial commitments.

This Agreement is the entire agreement concerning its subject and supersedes prior discussions on that subject. Amendments require written or affirmative electronic agreement, except updates to Documentation that do not materially reduce purchased functionality or dilute privacy commitments. Material changes to these terms will be notified in advance and apply only upon a new acceptance or an agreed renewal mechanism; silent replacement of historical accepted text is not consent. Electronic signatures and counterparts are effective as originals. Accrued payment, confidentiality, ownership, use restrictions, indemnification for covered events, liability and dispute provisions survive as necessary to give them effect.

18. Future referral programs

Any referral program is governed by separate published program terms. No referral reward is earned before the applicable qualification requirements are met. Credits are non-cash unless those terms expressly state otherwise. Fraud, self-referral, duplication, cancellation, refunds and disputes may affect qualification. This Agreement does not promise a referral reward or reward amount.