Terms of Service

You may use the Services only if you can form a binding contract with PEKVOR and are not barred under applicable law. You must be at least 18 years old.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” and “Customer” refer to that organization. If you lack such authority, you must not accept these Terms or use the Services.

• Services — our websites, professional/consulting services, the OrchaFlow platform, and related software, applications, APIs, documentation, and support.
• Order — an order form, online checkout, subscription selection, or Statement of Work (SOW) describing the Services purchased.
• Customer Data — data, content, and materials that you or your users submit to or generate through the Services.
• Documentation — the usage guides and policies we make available for the Services.
• Authorized Users — individuals you permit to access the Services under your account.
• Confidential Information — non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential.

The agreement between you and us consists of these Terms plus any Orders, SOWs, the Master Services Agreement (MSA) if separately executed, the Data Processing Addendum (DPA), the Acceptable Use Policy, and any product-specific or Documentation terms referenced herein (collectively, the “Agreement”).

In the event of a conflict, the following order of precedence applies, unless a document expressly states otherwise: (1) a mutually executed MSA; (2) the applicable Order or SOW; (3) the DPA; (4) these Terms; (5) the Documentation and other referenced policies.

Professional services are performed as described in the applicable SOW. OrchaFlow and other products are provided as software-as-a-service under the applicable Order and Documentation. Our public websites are provided for general information.

We may modify, enhance, or discontinue features of the Services from time to time. We will not materially reduce the core functionality of a paid subscription during its then-current term without providing a reasonably comparable alternative or a pro-rata refund where required.

To use certain Services you must create an account and designate an administrator. You must provide accurate information, keep it current, and maintain the confidentiality of your credentials.

You are responsible for all activity under your account and for your Authorized Users’ compliance with the Agreement. Notify us promptly at contact@pekvor.com of any unauthorized use or suspected security incident. We may suspend access where we reasonably believe it is necessary to protect the Services or other users.

• Fees. You agree to pay the fees stated in the applicable Order or SOW. Except as expressly stated or required by law, fees are non-cancelable and payments are non-refundable.
• Subscriptions and auto-renewal. Subscriptions renew automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the end of the current term. You may cancel renewal through your account or by notice.
• Invoicing and late payment. Undisputed invoices are due within 30 days. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs. We may suspend Services for material non-payment after notice.
• Price changes. We may change fees effective at the start of your next renewal term with at least 30 days’ prior notice.
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on our net income. If we are required to collect taxes, they will be added to your invoice.
• Trials and beta. Free trials, beta, and evaluation Services are provided “as is,” may be modified or withdrawn at any time, and are subject to Section 14.

Professional services and any deliverables (“Deliverables”) are defined in each SOW, which governs scope, fees, milestones, assumptions, and acceptance. You agree to provide timely access, information, decisions, and cooperation reasonably required for us to perform.

Unless the SOW states otherwise, Deliverables are deemed accepted upon delivery, or, where an acceptance procedure is specified, within the acceptance period if you do not provide written notice of material non-conformity. Changes to scope require a written change order.

You and your Authorized Users must not, and must not permit others to:

• use the Services in violation of any law, regulation, or third-party right;
• upload or transmit unlawful, infringing, defamatory, or harmful content, or malware;
• attempt to gain unauthorized access to, disrupt, or degrade the Services or their security or integrity;
• reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is prohibited by law;
• copy, resell, sublicense, rent, or provide the Services to third parties except as expressly permitted;
• circumvent usage limits, or use automated means to access the Services in a manner that imposes an unreasonable load;
• use the Services to build a competing product or to benchmark without our prior written consent; or
• use the Services to process data in violation of applicable privacy, export, or sanctions law.

We may investigate suspected violations and may suspend or terminate access for conduct that violates this Section.

As between the parties, you own all right, title, and interest in Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, and improve the Services and as otherwise instructed by you.

You represent that you have all rights and consents necessary for us to process Customer Data as contemplated by the Agreement, and that Customer Data and its use do not violate law or third-party rights. You are responsible for the accuracy, quality, and legality of Customer Data and for maintaining your own backups unless a backup service is expressly included.

Where we process personal data within Customer Data, the DPA applies and we act as your processor. See our Privacy Policy for details.

We and our licensors own all right, title, and interest in and to the Services, including all software, technology, models, templates, know-how, and content (excluding Customer Data), and all related intellectual-property rights. Except for the limited rights expressly granted, no rights are granted to you.

Subject to the Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term for your internal business purposes.

Deliverables

Ownership of custom Deliverables is as specified in the applicable SOW. Absent a contrary statement, we retain ownership of pre-existing materials, tools, and generalized know-how, and grant you a license to use them as embodied in the Deliverables. Any open-source or third-party components are licensed under their own terms.

Feedback

If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation.

Certain Services use artificial-intelligence and machine-learning technologies, including third-party models. Given the nature of AI, output may be inaccurate, incomplete, or not unique to you, and may not reflect the most current information.

• You are responsible for evaluating output and for any decisions or actions taken based on it; output is not professional, legal, financial, or other regulated advice.
• You are responsible for your inputs and must not submit content you lack the right to submit or that violates the Acceptable Use Policy or applicable law.
• We do not use Customer Data to train third-party foundation models except as instructed by you or as permitted by the Agreement.
• Where third-party AI providers process data to deliver features, they act as sub-processors subject to contractual restrictions, and their applicable terms may also apply.

Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under the Agreement, and disclose it only to personnel and advisers with a need to know who are bound by confidentiality obligations.

Confidential Information excludes information that is or becomes public without breach, was known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, provided it gives reasonable notice where lawful and cooperates in seeking protective treatment.

The Services may interoperate with third-party products or services that you choose to enable. Those third parties are responsible for their own products, and your use of them is governed by their terms. We are not liable for third-party products, and enabling an integration may authorize the exchange of data with that third party at your direction.

We may offer beta, preview, trial, or free Services. These are provided “as is” and “as available,” without warranty or indemnity, may be changed or discontinued at any time, and may be subject to additional terms. Our liability for such Services is limited to the maximum extent permitted by law.

We warrant that (a) professional services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and (b) the OrchaFlow platform will perform materially in accordance with its Documentation during the subscription term. Your exclusive remedy for breach of these warranties is, at our option, re-performance of the services or correction of the non-conformity, or, if we cannot do so within a reasonable time, a refund of fees for the affected Services.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. Some jurisdictions do not allow certain exclusions, so some of the above may not apply to you.

By us

We will defend you against third-party claims alleging that the OrchaFlow platform, used in accordance with the Agreement, infringes that third party’s intellectual-property rights, and will pay resulting damages finally awarded or agreed in settlement. Our obligations do not apply to claims arising from Customer Data, modifications not made by us, combination with non-PEKVOR products, or use in violation of the Agreement. If the Services are or may be enjoined, we may procure the right to continue, modify them, or terminate the affected Services and refund prepaid unused fees.

By you

You will defend us against third-party claims arising from Customer Data, your or your users’ use of the Services in violation of the Agreement or law, or your products or services, and will pay resulting damages finally awarded or agreed in settlement.

Process

The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. This Section states each party’s sole liability and exclusive remedy for third-party claims of the type described.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE AFFECTED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

These limitations do not apply to: (a) your payment obligations; (b) either party’s indemnification obligations; (c) breach of confidentiality; (d) infringement or misappropriation of the other party’s intellectual property; or (e) liability that cannot be excluded or limited under applicable law (such as death or personal injury caused by negligence, fraud, or willful misconduct). The limitations apply in the aggregate and reflect an allocation of risk that is a fundamental basis of the bargain.

The Agreement begins on the effective date of the first Order or your first use of the Services and continues until all Orders expire or are terminated.

• For cause. Either party may terminate an Order or the Agreement for the other party’s material breach that remains uncured 30 days after written notice.
• Suspension. We may suspend the Services for non-payment, a security risk, or a violation of the Acceptable Use Policy, after notice where practicable.
• Effect. Upon termination, your right to use the affected Services ceases and any unpaid fees for the remaining committed term (for termination by us for cause, or by you for convenience) become due, subject to law.
• Data export and deletion. For a period of 30 days after termination, you may export Customer Data; thereafter we may delete it in the ordinary course, subject to legal retention requirements and the DPA.
• Survival. Provisions that by their nature should survive (including fees accrued, Sections on IP, confidentiality, disclaimers, indemnification, limitation of liability, and dispute resolution) survive termination.

Each party will comply with applicable laws in connection with the Agreement. You represent that you and your Authorized Users are not subject to sanctions or located in an embargoed region, and you will not export, re-export, or use the Services in violation of applicable export-control, sanctions, or anti-corruption laws (including the U.S. FCPA and the UK Bribery Act) or applicable anti-modern-slavery laws.

Neither party will use the other’s name, logo, or trademarks without prior written consent, except that we may identify you as a customer in a customer list or on our website with your prior approval, which you may revoke on reasonable notice.

Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, failures of the internet or third-party infrastructure, or utility or telecommunications failures.

Governing law. The Agreement is governed by the laws of the State of Wyoming, United States, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

Informal resolution

Before initiating a formal proceeding, the parties will attempt in good faith to resolve any dispute by negotiation, with written notice describing the dispute, for at least 30 days.

Jurisdiction and venue

Subject to the following paragraphs, the state and federal courts located in the State of Wyoming, United States, will have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

Interim and equitable relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Consumer rights

Nothing in this Section deprives a consumer of mandatory rights under the law of their country of residence, including any right to have disputes governed by, or brought in the courts of, their place of residence where such rights cannot be waived by agreement.

Time limitation

To the extent permitted by law, any claim must be brought within one (1) year after the cause of action accrues, except where a longer period is required by applicable law.

We may update these Terms from time to time. For material changes, we will provide reasonable notice (for example, by email or in-product notice or by posting an updated version with a new date). Changes apply prospectively and, for paid subscriptions, take effect at the start of your next renewal term unless a change is required by law or relates to a new feature you choose to use. Your continued use after changes take effect constitutes acceptance.

Legal notices to us must be sent to contact@pekvor.com. We may provide notices to you by email to your account contact, through the Services, or by posting. Notices are deemed given when sent (by email) or when posted.

• Assignment. You may not assign the Agreement without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor and assumes the Agreement. We may assign the Agreement to an affiliate or successor. Any prohibited assignment is void.
• Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior understandings. Terms in your purchasing document are rejected and have no effect.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
• No waiver. Failure to enforce a provision is not a waiver.
• No third-party beneficiaries. The Agreement does not confer rights on any third party, except as expressly stated.
• Independent contractors. The parties are independent contractors; the Agreement creates no partnership, agency, or employment relationship.
• Counterparts and e-signatures. Orders and SOWs may be executed in counterparts and by electronic signature.
• Language. The English version controls in the event of a conflict with any translation.

Questions about these Terms may be directed to contact@pekvor.com (PEKVOR LLC).