Last Updated: March 11, 2024
The Orca Master Service Agreement (“The Agreement”) is made between Orca DB, Inc., a Delaware corporation having its principal place of business at 35 Cutter Hill Rd, Arlington, MA 02474 (“Orca”) and Customer (defined in Section 1) and governs the Customer’s use of Orca’s Assets (defined in Section 1).
BY INDICATING ACCEPTANCE OF THIS AGREEMENT OR BY OTHERWISE USING THE SERVICES (AS DEFINED HEREIN), CUSTOMER IS ENTERING INTO A LEGALLY BINDING AGREEMENT WITH ORCA. IF CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, CUSTOMER MAY NOT ACCESS OR USE THE ORCA ASSETS. THE ORCA ASSETS ARE INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT THEY ARE OF LEGAL AGE, AND OTHERWISE FULLY ABLE AND COMPETENT, TO ENTER INTO A BINDING AGREEMENT, HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE CUSTOMER.
If Customer and Orca have executed a written agreement governing Customer’s access to and use of the Orca Assets as an Orca customer, then the terms of such signed agreement will govern and will supersede this Agreement.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN CUSTOMER AND ORCA, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY.
1.1 “Applicable Data Protection Laws” means the Applicable Laws that govern how the Services may process or use an individual’s personal information, Personal Data, personally identifiable information, or other similar term.
1.2 “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Orca or Customer.
1.3 “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with the Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Customer’s Confidential Information includes non-public Customer Content and Orca’s Confidential Information includes non-public information about the Orca Assets.
1.4 “Customer” means a person or entity that accepts and agrees to the terms of this Agreement when such person or entity (a) clicks a box indicating acceptance of this Agreement or (b) uses an Orca Asset.
1.5 “Customer Content” means data, information, or materials submitted by or on behalf of Customer or Customers to the Orca Assets but excludes Feedback.
1.6 “Discloser” means a party to the Agreement when the party is providing or disclosing Confidential Information to the other party.
1.7 “Documentation” means the usage manuals and instructional materials for the Software or other services provisioned under Orca Assets that are made available by Orca.
1.8 “Effective Date” means the earliest date a Customer creates an account with or uploads data to a system managed by Orca.
1.9 “Feedback” means suggestions, feedback, or comments about the Orca Assets or related offerings.
1.10 “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disaster like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
1.11 “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
1.12 “Lapsed Account” means a Customer account that has no activity for 90 or more days.
1.13 “Orca Assets” means all software, services and documentation provided by Orca to the Customer. These softwares and service include a) access, provisioned on a per-Customer or per-User basis, to Orca Curate to enable observability, editability and management of your AI models and their underlying data, and b) data storage of relevant data sets leveraged to derive model outputs. Orca may provide additional components in the future that will also be governed under this agreement.
1.14 “Order Form” means an order form executed by Customer and Order including, but not limited to, number of users, payment terms, support obligations, subscription terms and commercial items.