The agreement, written down.

Who and what.

We are Orchestra Engine Inc., registered in Ontario, Canada, with our registered office in Toronto. Supplemental terms or documents posted on the Site from time to time are expressly incorporated by reference. We may modify these Terms at any time; the "Last updated" date will reflect the change, and continued use of the Site constitutes acceptance of the revised Terms.

The Site is not tailored to comply with industry-specific regulations (HIPAA, FISMA, GLBA, etc.); if your interactions would be subject to such laws, you may not use the Site. The Site is intended for users at least 18 years old.

What's ours stays ours.

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics on the Site (the "Content"), and the trademarks, service marks, and logos (the "Marks"), are owned or controlled by us or licensed to us, and are protected by copyright, trademark, and other intellectual property laws.

You are granted a limited license to access the Site and to download or print a copy of the Content solely for your personal, non-commercial use. We reserve all rights not expressly granted.

What you promise us.

By using the Site, you represent and warrant that:

1. You have the legal capacity and you agree to comply with these Terms.
2. You are not a minor in the jurisdiction in which you reside.
3. You will not access the Site through automated or non-human means (bot, script, or otherwise).
4. You will not use the Site for any illegal or unauthorized purpose.
5. Your use of the Site will not violate any applicable law or regulation.

If you provide untrue, inaccurate, or incomplete information, we may suspend or terminate your account and refuse current or future use of the Site.

How billing works.

We accept Visa, Mastercard, American Express, and bank transfers. You may be required to purchase or pay a fee to access some services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site, and to promptly update payment details so we can complete transactions and contact you as needed.

We bill through an online billing account. Sales tax will be added as required. All payments are in U.S. dollars. Recurring charges are authorised on a recurring basis without further approval until you cancel. We reserve the right to correct pricing errors and refuse any order.

How to stop.

You can cancel your subscription at any time by logging into your account or by contacting us. Cancellation takes effect at the end of the current paid term. If you are unsatisfied with our services, email us at team@orchestraengine.com.

What you may not do.

You may not access or use the Site for any purpose other than that for which we make it available. As a user of the Site, you agree not to:

• Systematically retrieve data to create a collection, compilation, database, or directory without written permission.
• Trick, defraud, or mislead us or other users — including attempts to learn sensitive account information.
• Circumvent, disable, or interfere with security-related features of the Site.
• Disparage, tarnish, or harm us or the Site, in our opinion.
• Use information from the Site to harass, abuse, or harm another person.
• Engage in unauthorized framing of or linking to the Site.
• Upload or transmit viruses, Trojan horses, or material that interferes with the Site's operation.
• Use any automated system — scripts, bots, scrapers, data-mining tools — to access the Site.
• Delete copyright or proprietary notices; impersonate another user; collect usernames or email addresses for unsolicited contact.
• Interfere with, disrupt, or create undue burden on the Site or its connected networks.
• Harass, intimidate, or threaten our employees or agents.
• Copy or adapt the Site's software; decipher, decompile, disassemble, or reverse engineer any part of it (except as permitted by law).
• Use the Site to compete with us or for any revenue-generating endeavour outside what we specifically approve.

What you submit, and what it means.

The Site does not currently invite public submissions, but where we provide the opportunity to create, submit, or post content ("Contributions"), you represent and warrant that your Contributions: do not infringe third-party rights; are owned by you or properly licensed; do not include identifiable persons without their consent; are accurate and not misleading; are not unsolicited advertising, spam, or chain letters; are not obscene, lewd, violent, harassing, or defamatory; do not harass or threaten any person; comply with applicable law; do not violate privacy or publicity rights; and do not include content concerning minors that is unlawful.

We do not assert ownership over your Contributions — you retain full ownership and associated rights. By submitting suggestions or feedback regarding the Site, you agree we may use and share such feedback for any purpose without compensation.

What we may do.

We reserve the right, but not the obligation, to: monitor the Site for violations of these Terms; take legal action against anyone who violates law or these Terms; refuse, restrict, or disable any Contribution; remove files or content that are excessive in size or burdensome; and otherwise manage the Site to protect our rights and ensure its proper functioning.

How this can end.

These Terms remain in effect while you use the Site. We reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Site (including blocking IP addresses) for any reason — including breach of any representation, warranty, or covenant.

If we terminate or suspend your account, you are prohibited from registering under your name, a fake or borrowed name, or the name of a third party. In addition to suspending the account, we reserve the right to take appropriate legal action.

The Site may change or go down.

We may change, modify, or remove the contents of the Site at any time for any reason without notice. We may modify or discontinue all or part of the Site without notice. We will not be liable for any modification, price change, suspension, or discontinuance. We cannot guarantee continuous availability; we may experience hardware, software, or maintenance interruptions.

Canada · Ontario.

These Terms are governed by and defined following the laws of Canada. You irrevocably consent that the courts of Canada shall have exclusive jurisdiction to resolve any dispute arising in connection with these Terms.

Negotiation first, arbitration second.

Informal negotiation

The parties agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating arbitration, commenced upon written notice from one party to the other.

Binding arbitration

Unresolved Disputes will be finally resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA) — and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. The arbitration will take place in Toronto, Ontario, Canada. Without this provision, you would have the right to sue in court and have a jury trial.

Restrictions

Arbitration is limited to the dispute between the parties individually — no class actions and no representative proceedings.

Exceptions

The above provisions do not apply to: disputes concerning intellectual property; disputes arising from allegations of theft, piracy, invasion of privacy, or unauthorized use; or claims for injunctive relief.

As-is and as-available.

The Site is provided on an as-is and as-available basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties about the accuracy or completeness of the Site's content or content of any linked websites.

Limitation of liability

In no event will we, our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages — including lost profit, lost revenue, or loss of data — even if we have been advised of the possibility of such damages.

Indemnification

You agree to defend, indemnify, and hold us harmless from any loss, damage, liability, claim, or demand — including reasonable attorneys' fees — made by any third party arising out of your use of the Site, your breach of these Terms, or your violation of a third party's rights.

The standard clauses.

These Terms and any posted policies constitute the entire agreement between you and us. Our failure to enforce any right or provision is not a waiver of that right. If any provision is unenforceable, it is severable and the rest remains in effect. We may assign our rights and obligations at any time. No joint venture, partnership, employment, or agency relationship is created by these Terms.

You consent to receive electronic communications and agree that electronic agreements, notices, disclosures, and signatures satisfy any legal requirement that communication be in writing.

How to reach us.

To resolve a complaint regarding the Site or for further information, contact us at team@orchestraengine.com.