Terms of Service

These Terms of Service (the "Terms") are an agreement between With Seer AI, Inc., doing business as OrcaPanda ("OrcaPanda," "we," "us," or "our"), and the individual or entity accepting these Terms ("Customer," "you," or "your"). They govern access to and use of OrcaPanda's software, client Workspaces, websites, managed and professional services, and related support (collectively, the "Services").

If you accept these Terms for an entity, you represent that you have authority to bind that entity. If an order form, statement of work, or other agreement signed by OrcaPanda and Customer (each, an "Order Form") conflicts with these Terms, the Order Form controls to the extent of the conflict.

1. Definitions

• Authorized User means an employee, contractor, or representative whom Customer authorizes to access a Customer Workspace.
• Customer Content means data, materials, files, pages, documents, tasks, comments, instructions, prompts, connected-service data, brand materials, and other information submitted to, transmitted through, or made available to the Services by or for Customer, including content generated from Customer instructions.
• Customer Workspace means the customer-scoped environment in the Services associated with Customer.
• External Service means a third-party or Customer-operated product, service, system, artificial-intelligence tool, MCP server, automation, or integration that is not part of the Services.

2. Access to the Services and Workspaces

Subject to these Terms and any applicable Order Form, OrcaPanda grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Services for Customer's internal business purposes. The Services include software and may include managed or professional services, as described in the applicable Order Form.

Customer controls its Customer Workspace and its Authorized Users, including invitations, roles, and permissions. Authorized Users act under Customer's account; their use is subject to these Terms. OrcaPanda may administer a Customer Workspace solely as necessary to provide the Services. Access to one Customer Workspace does not grant access to another Customer Workspace.

Customer is responsible for all activity occurring through its Customer Workspace and Authorized Users, and for maintaining the confidentiality of credentials under its control. Customer will promptly notify OrcaPanda of suspected unauthorized access to its Customer Workspace.

3. OrcaPanda ownership

As between the parties, OrcaPanda and its licensors retain all right, title, and interest in and to the Services, including all software, documentation, branding, technology, and other OrcaPanda-provided materials, and all related intellectual-property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer.

4. Customer Content and ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer grants OrcaPanda a non-exclusive, worldwide, royalty-free right during the term to host, copy, transmit, display, modify, and otherwise process Customer Content solely as necessary to provide, maintain, secure, support, and improve the Services for Customer, and to carry out Customer's instructions through the Services.

OrcaPanda will not sell Customer Content. OrcaPanda will not use Customer Content to train, fine-tune, or improve any general-purpose artificial-intelligence or machine-learning model unless Customer expressly opts in in writing.

Customer represents that it has all rights, permissions, notices, and lawful authority necessary to provide Customer Content, invite Authorized Users, connect External Services, and instruct OrcaPanda to process Customer Content and perform authorized actions.

5. Confidentiality

Each party may receive confidential or proprietary information from the other party ("Confidential Information"). Customer Content, Customer Workspace content, support materials, materials supplied during sales, onboarding, discovery, or service delivery, and the non-public terms of an Order Form are Customer Confidential Information.

The receiving party will use the disclosing party's Confidential Information only to perform or exercise its rights under these Terms, protect it using at least reasonable care, and disclose it only to personnel, contractors, and service providers with a need to know and written confidentiality obligations at least as protective as those in these Terms.

Confidential Information does not include information the receiving party can demonstrate: (a) is publicly available through no breach of these Terms; (b) was lawfully known without confidentiality restriction before disclosure; (c) was rightfully received from a third party without confidentiality restriction; or (d) was independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information when required by law, provided that, where legally permitted, it gives prompt notice and reasonable cooperation to seek protective treatment.

6. AI-assisted services

The Services may use artificial intelligence and machine-learning systems to research, classify, summarize, draft, analyze, recommend, or perform Customer-authorized workflow actions. Customer Content may include prompts, files, instructions, website content, connected-service data, and relevant Customer Workspace context used for those purposes.

AI-assisted outputs may be incomplete, inaccurate, outdated, or similar to materials generated for others. Customer is responsible for reviewing outputs before consequential publication or use, including for factual accuracy, legal, regulatory, accessibility, brand, and other applicable requirements. OrcaPanda does not guarantee search rankings, AI visibility, revenue, traffic, campaign performance, or other business outcomes.

This section does not reduce OrcaPanda's obligation to provide the Services in accordance with an applicable Order Form.

7. Connected services and Customer-directed External Services

Customer may connect External Services to the Services. By doing so, Customer authorizes OrcaPanda, its personnel, and its systems to obtain and use the access tokens and permissions Customer grants, solely to access, read, create, modify, or transmit information through the connected External Service as necessary to perform Customer's instructions, configured workflows, and the Services.

Customer may use OrcaPanda-provided configurations, prompts, integrations, or other materials with External Services. External Services are not part of the Services unless expressly identified in an Order Form. OrcaPanda does not control, operate, monitor, or secure External Services and is not responsible for their availability, security, processing of Customer Content, outputs, actions, retention practices, or compliance with applicable law.

Customer is responsible for selecting, configuring, authorizing, monitoring, and complying with the terms applicable to External Services, including deciding what information is submitted to them. Customer may revoke a connection at any time, but revocation will not reverse actions completed before revocation takes effect. If OrcaPanda provides implementation or advisory services relating to an External Service, its responsibility is limited to the scope expressly stated in the applicable Order Form.

8. Customer instructions and approvals

Customer authorizes OrcaPanda to perform actions expressly requested by an Authorized User or approved through the Services. Customer is responsible for assigning appropriate permissions, reviewing approvals, and making final business decisions.

OrcaPanda will not take an External Action without Customer's prior approval. An "External Action" includes publishing content, communicating with a third party, or making a change to a live website, advertising account, or other external system on Customer's behalf.

9. Third-Party Data

As part of the Services, OrcaPanda may provide data, information, or insights obtained from third parties ("Third-Party Data"). OrcaPanda does not warrant that Third-Party Data is accurate, complete, current, or suitable for Customer's purposes. Customer is responsible for evaluating Third-Party Data before relying on it.

10. Feedback and aggregated data

Customer may provide voluntary suggestions or feedback regarding the Services ("Feedback"). OrcaPanda may use Feedback without restriction or compensation, provided that Feedback does not include Customer Content, Customer Workspace content, support materials, confidential business information, or materials supplied in connection with sales, onboarding, discovery, or service delivery.

OrcaPanda may create and use aggregated and de-identified data for lawful business purposes, including to operate, analyze, secure, and improve the Services, only if the data cannot reasonably identify Customer, an individual, or Customer Confidential Information. OrcaPanda will not attempt to re-identify such data except as necessary to test the effectiveness of de-identification measures.

11. Security and privacy

OrcaPanda will maintain reasonable and appropriate technical and organizational measures designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, taking into account the nature of the Services and the risks presented by the processing of Customer Content.

OrcaPanda's collection and use of personal information as a controller/business is described in the OrcaPanda Privacy Policy.

12. Fees and payment

Customer will pay the fees stated in the applicable Order Form or, if no Order Form applies, the fees presented at purchase. Unless otherwise stated, fees are non-refundable and exclude applicable taxes, which Customer is responsible for paying other than taxes based on OrcaPanda's net income.

If Customer purchases a subscription through an online checkout flow, the subscription will renew automatically for successive periods of the duration selected at checkout unless Customer cancels before the end of the then-current period. OrcaPanda will disclose the applicable price and billing frequency at checkout.

13. Beta features and trials

OrcaPanda may make beta, preview, trial, or experimental features available from time to time ("Beta Features"). Beta Features may not be fully tested, may be changed or discontinued at any time, and are provided "as is" without warranties or commitments of any kind. Customer's use of Beta Features is voluntary.

14. Acceptable use

Customer will not, and will not permit any person to: (a) interfere with or disrupt the security or integrity of the Services; (b) access the Services other than through authorized means; (c) reverse engineer the Services except to the extent that restriction is prohibited by law; (d) introduce malware or harmful code; (e) use the Services for unlawful surveillance, impersonation, fraud, infringement, or other unlawful activity; (f) abuse credentials or access permissions; or (g) use the Services in violation of applicable law or third-party rights.

Customer will not submit regulated or highly sensitive data to the Services unless OrcaPanda has expressly agreed in writing to support that data.

15. Suspension

OrcaPanda may suspend access to the Services or a particular Authorized User when reasonably necessary to prevent material harm to the Services, Customer, other customers, or third parties; to address a security incident; or to comply with law. Where reasonably practicable, OrcaPanda will give Customer notice and limit suspension to what is reasonably necessary.

16. Service changes

OrcaPanda may modify, update, or discontinue features of the Services from time to time. OrcaPanda will not materially reduce a paid Service during an applicable term in a manner that is inconsistent with a signed Order Form.

17. Disclaimers

Except as expressly stated in these Terms or an applicable Order Form, the Services are provided "as is" and "as available." OrcaPanda disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

18. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenues, goodwill, or data, arising from or related to these Terms, even if advised of the possibility of those damages.

To the maximum extent permitted by law, OrcaPanda's total aggregate liability arising from or related to these Terms will not exceed the fees paid or payable by Customer to OrcaPanda under the applicable Order Form during the twelve months preceding the event giving rise to liability.

19. Indemnification

Customer will defend and indemnify OrcaPanda and its personnel against third-party claims and related losses arising from Customer Content, Customer's connection or use of an External Service, Customer's instructions to OrcaPanda, or Customer's breach of these Terms, except to the extent caused by OrcaPanda's breach of these Terms or misconduct.

OrcaPanda will defend Customer against a third-party claim alleging that the unmodified Services infringe that party's U.S. intellectual-property rights, and will pay final damages awarded or settlements approved by OrcaPanda. OrcaPanda has no obligation for claims arising from Customer Content, External Services, Customer instructions, combinations not supplied by OrcaPanda, or use contrary to these Terms. OrcaPanda will control the defense and settlement of the claim, provided that it may not settle a claim in a manner that admits Customer liability or imposes obligations on Customer without Customer's consent.

20. Term, termination, and return/deletion

These Terms begin when Customer first accepts them or uses the Services and continue until terminated. Either party may terminate for material breach if the breach is not cured within 30 days after written notice, unless the breach is not curable. OrcaPanda may suspend or terminate as permitted under Section 15.

During the term and for 30 days after termination or expiration, Customer may export Customer Content through the Services or, where reasonably necessary, by written request. Following that period, OrcaPanda will delete Customer Content from its active systems, except to the extent retention is required by applicable law or reasonably necessary for security, fraud prevention, dispute resolution, or audit purposes. Customer Content remaining in backups will be deleted in accordance with OrcaPanda's standard backup-retention cycle. Any retained Customer Content remains subject to Sections 5 and 10.

21. Notices

OrcaPanda may provide notices under these Terms by email, through the Services, or by posting them on its website. Customer is responsible for keeping its account and contact information current. Notices to OrcaPanda must be sent to the contact information in Section 25, unless an Order Form provides otherwise.

22. Independent contractors; third-party beneficiaries

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or fiduciary relationship. No person other than the parties and their permitted successors and assigns has any right to enforce these Terms.

23. Force majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, excluding payment obligations.

24. General

These Terms, the Privacy Policy, and any applicable Order Form are the entire agreement between the parties concerning their subject matter. Customer may not assign these Terms without OrcaPanda's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets. OrcaPanda may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

OrcaPanda may update these Terms by posting an updated version and providing reasonable notice for material changes. Changes to a signed Order Form require the amendment process stated in that Order Form. If any provision is unenforceable, the remaining provisions remain in effect. These Terms are governed by the laws of the State of Utah, excluding its conflict-of-laws rules, and the parties consent to exclusive jurisdiction in the state and federal courts located in Salt Lake County, Utah. In an action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs. No waiver is effective unless in writing, and a failure to enforce a provision is not a waiver of future enforcement.

25. Contact

Questions about these Terms may be sent to legal@orcapanda.com.