Terms of Service

Acceptance

These Terms of Service ("Terms") are an agreement between the organization you represent ("Customer", "you") and Uptick Technologies Inc. ("Orpheon", "we", "us") governing access to and use of the Orpheon website, the Orpheon application, and related services (the "Services"). By using the Services you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind it. If Customer has signed an order form, subscription agreement, or master services agreement with Orpheon, that agreement governs the subscription it covers and these Terms apply only where it is silent.

The Services

Orpheon is an IT and people-operations automation console. Customer's administrators connect third-party services they are authorized to connect, and configure automations and views that act on those services. Orpheon acts on Customer's instructions: it accesses connected services only within the permissions Customer grants, runs only the automations Customer configures, and records administrative actions in Customer's audit log.

Some features provision or use service accounts in Customer's own systems (for example, an account in Customer's Google Workspace) at the direction of Customer's administrator. Those accounts belong to Customer and are subject to Customer's policies and to the third party's terms.

We may modify the Services, including by adding or retiring features, and will use reasonable efforts to notify Customer of material changes.

Accounts and security

Access to the application is through Customer's single sign-on provider. Customer is responsible for its users and administrators, for the accuracy of account information, for safeguarding credentials and the third-party accounts and permissions it connects, and for all activity under its accounts. Customer must notify us promptly of any unauthorized access.

Customer Data

Customer owns the data it provides to the Services and the data the Services access from connected systems on its behalf ("Customer Data"). Customer grants Orpheon a non-exclusive license to host, process, and transmit Customer Data solely to provide, secure, and support the Services as Customer configures them. Orpheon does not sell Customer Data and does not use Customer Data to train machine-learning models, and does not permit its providers to do so.

Customer is responsible for having the rights, consents, and lawful bases needed to provide Customer Data to the Services and to connect each third-party service, and for the instructions it gives through the Services. Our processing of personal information within Customer Data is described in our Privacy Policy and, where applicable, a data processing agreement.

Third-party services

Connected services are provided by third parties under their own terms and policies. Orpheon is not responsible for the availability, security, or conduct of third-party services, for changes they make to their interfaces, or for actions taken in them as Customer directs. Information received from Google APIs is handled in accordance with the Google API Services User Data Policy, including the Limited Use requirements.

Acceptable use

Customer will not, and will not permit anyone to: use the Services in violation of law or of a third party's rights or terms; connect services or grant permissions it is not authorized to connect or grant; attempt to gain unauthorized access to the Services or to any connected service; interfere with the operation or security of the Services; reverse engineer the Services except where the law permits notwithstanding this restriction; or resell or provide the Services to third parties except as expressly permitted in writing.

Fees and payment

Fees, billing periods, and usage limits are set out in Customer's order form. Fees are due as invoiced, are non-refundable except as expressly stated, and exclude taxes, which Customer is responsible for other than taxes on Orpheon's income. We may suspend access for fees that remain unpaid more than 30 days after notice.

Term, termination, and suspension

These Terms apply for as long as Customer uses the Services. A subscription runs for the term in the order form and renews as stated there. Either party may terminate for a material breach that is not cured within 30 days of written notice, or immediately if the other party becomes insolvent or ceases business. We may suspend access where necessary to protect the Services, other customers, or connected services, and will use reasonable efforts to notify Customer first.

On termination, Customer's right to use the Services ends and any unpaid fees for the remaining term become due. For 30 days after termination Customer may export Customer Data through the Services, after which we will delete it in the ordinary course, except as required by law.

Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and providers who need it and are bound by comparable obligations, or as required by law with prompt notice where permitted. Customer Data is Customer's confidential information.

Intellectual property

Orpheon and its licensors own the Services, including all software, designs, documentation, and improvements. Except for the rights expressly granted in these Terms, no rights are granted. If Customer provides feedback about the Services, Orpheon may use it without restriction or obligation.

Warranties and disclaimers

Orpheon warrants that the Services will perform materially in accordance with their documentation. Customer's exclusive remedy for breach of this warranty is for Orpheon to correct the non-conformity or, if it cannot within a reasonable time, to terminate the affected subscription and refund prepaid fees for the unused term. Features identified as beta, preview, or experimental are provided as is.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND ORPHEON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ORPHEON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY THIRD-PARTY SERVICE WILL REMAIN AVAILABLE OR UNCHANGED.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, HOWEVER CAUSED. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ORPHEON IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

Indemnification

Orpheon will defend Customer against third-party claims that the Services, as provided by Orpheon, infringe a third party's intellectual property rights, and will pay resulting damages and costs finally awarded or agreed in settlement. Customer will defend Orpheon against third-party claims arising from Customer Data, from Customer's connection of or instructions to third-party services, or from Customer's use of the Services in violation of these Terms, and will pay resulting damages and costs finally awarded or agreed in settlement. The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense to the indemnifying party.

Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The state and federal courts located in New York County, New York have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to their jurisdiction.

General

Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all its assets. Notices must be in writing and sent to the addresses the parties designate; notices to Orpheon go to legal@orpheon.ai. These Terms, together with any order form and the Privacy Policy, are the entire agreement about their subject and supersede prior agreements. If any provision is unenforceable, the rest remain in effect. We may update these Terms by posting a revised version with a new effective date; changes apply to Customer's use after posting, except that a signed agreement is changed only in writing.

Contact

Questions about these Terms can be sent to legal@orpheon.ai.