Orkest Terms of Service

1. The Orkest service

Orkest is an art-business record system for galleries, artists, advisors, collectors, and their authorized teams.

Orkest has no subscription plans. Core Orkest features are free. The only thing you can buy from us is Orkest credits, described in Section 10. Any separate written order or agreement controls if it conflicts with these Terms for the service it covers.

Orkest Pay is governed by a separate agreement that we provide before you activate it.

2. Eligibility, accounts, and authority

You must be at least 18 years old and legally able to enter this agreement. You must provide accurate account information and keep it current.

You are responsible for safeguarding your credentials and for activity under your account. Tell us promptly at hello@orkestai.com if you believe an account or credential has been compromised.

If you invite another person, assign a role, or act for an organization, you are responsible for having the authority to do so and for setting appropriate access. Each user must use their own credentials.

3. Your content and records

"Your Content" means data, images, text, files, metadata, and other material that you or your authorized users submit to Orkest.

You retain your rights in Your Content. You grant us a limited, non-exclusive, worldwide license to host, reproduce, transmit, display, back up, secure, and otherwise process Your Content as reasonably needed to provide, maintain, support, and secure Orkest, comply with law, and enforce these Terms. This license ends when the relevant content is deleted from our active systems, subject to the retention described in the Privacy Policy and any legal preservation duty.

You are responsible for having the rights and permissions needed to submit and use Your Content, including personal data and material belonging to other people.

Data processing terms. When Your Content includes personal data about other people, such as your clients, collectors, artists, or staff, you decide why and how that data is used, and we process it on your behalf as your processor (in Mexico, your "encargado"). You are responsible for the lawfulness of that data and of your instructions. For that processing:

• Subject and duration. We process it to provide Orkest to you, for as long as your account is open and until deletion or return under the End of processing bullet below.
• Categories. Contact, identity, transaction, artwork, and correspondence data about the people in your records, as you choose to submit it. Orkest does not ask you to submit special categories of personal data.
• Instructions. We process it only on your documented instructions, which are these Terms and your use of Orkest's features, unless the law requires otherwise, in which case we tell you unless the law forbids it. We tell you promptly if we believe an instruction infringes data-protection law.
• Confidentiality and security. People we authorize to process it are bound to confidentiality. We apply appropriate technical and organizational measures, including encryption in transit and at rest and role-based access controls.
• Subprocessors. You give us general authorization to use the subprocessors listed at https://platform.orkestai.com/privacy/subprocessors. We post an addition or replacement there at least 15 days before it processes your data. If you object on reasonable data-protection grounds within that period and we cannot resolve the objection, you may close your account under Section 8 before the change takes effect. We remain responsible for our subprocessors and bind them to equivalent data-protection obligations.
• Assistance. We help you respond to requests from the people in your records and to meet your security, incident-notice, and impact-assessment duties, taking into account the information available to us.
• Incidents. We notify you without undue delay after becoming aware of a personal-data breach affecting data we process for you.
• End of processing. When your account closes, at your choice we return the data or delete it, unless the law requires us to keep it.
• Audits. We make available the information reasonably needed to show compliance with these terms and allow reasonable audits, with reasonable notice, no more than once a year unless an authority or an incident requires more, and under confidentiality.
• Transfers. Where this processing involves a transfer of personal data from the European Economic Area, the United Kingdom, or Switzerland to a country without an adequacy decision, the European Commission's Standard Contractual Clauses (Decision (EU) 2021/914, Module Two, controller to processor) are incorporated by reference with these choices: you are the data exporter and Angstroms Inc. is the data importer; Clause 7 does not apply; under Clause 9 you give general authorization with the notice period stated above; Clause 11's optional redress body does not apply; under Clause 13 the competent supervisory authority is the authority of the EEA country where you are established; under Clauses 17 and 18 the Clauses are governed by, and disputes under them are heard in the courts of, the EU Member State where you are established; Annex I is this Section together with your account details, Annex II is the security measures above, and Annex III is the subprocessor list. For transfers from the United Kingdom the ICO's International Data Transfer Addendum applies to those Clauses, with its Tables 1 to 3 completed by this Section and, in Table 4, the importer may end the Addendum as set out there. For transfers from Switzerland the Clauses apply with the amendments required by Swiss law: references to the GDPR are read as references to the Swiss Federal Act on Data Protection, the Federal Data Protection and Information Commissioner is the competent authority, and Swiss data subjects may enforce their rights in Switzerland. If those Clauses conflict with these Terms, the Clauses prevail.

These terms are our data processing agreement under Article 28 of the GDPR and similar laws.

4. Acceptable use

You may not use Orkest to:

• break the law or facilitate fraud, abuse, sanctions evasion, money laundering, or other unlawful conduct;
• infringe intellectual property, privacy, confidentiality, publicity, or other rights;
• submit personal data or confidential material that you are not authorized to manage;
• access another account or organization without permission;
• introduce malware or harmful code;
• interfere with, probe, overload, disrupt, or bypass Orkest or its safeguards;
• reverse engineer or attempt to extract source code, except where applicable law expressly permits it;
• scrape or use automated systems against Orkest without our written permission, except through a supported integration or interface; or
• misrepresent your identity, authority, affiliation, or the origin of content.

We may investigate suspected misuse and take proportionate steps to protect users, Orkest, and third parties.

5. Orkest intellectual property

Orkest and its software, design, documentation, brand, and other materials are owned by Angstroms Inc. or its licensors and are protected by applicable law.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use Orkest for your authorized internal and professional purposes. These Terms do not grant you ownership of Orkest or the right to copy, sell, sublicense, or create derivative works from it, except where applicable law expressly permits otherwise.

If you provide feedback, you allow us to use it without restriction or payment.

6. Third-party services

Orkest may connect to or rely on services provided by other companies. Your use of an independent service may be subject to that provider's terms and privacy policy. We are not responsible for an independent provider's service, decisions, availability, or acts. This does not exclude our responsibility for our own obligations under applicable law.

7. Changes

We may change, suspend, or discontinue a feature. We may update these Terms. We will post the new version and its effective date and notify account holders of material changes in advance. If you do not agree to a change, you may close your account.

8. Suspension and closure

You may stop using Orkest and close your account at any time. You may ask us at hello@orkestai.com for an export of Your Content before or when you close your account.

We may suspend or terminate access for material breach of these Terms, unlawful use, a security risk, or a legal requirement, with notice where practicable.

Sections that by their nature should survive termination remain in effect, including ownership, restrictions, disclaimers, limits on liability, dispute terms, and accrued obligations.

9. Arthie and AI-assisted features

Orkest includes Arthie, an assistant built on AI models from third-party providers. Standard Arthie answers are free up to a daily fair-use limit, which we may adjust. The Privacy Policy explains what is sent to the providers and how conversations are used.

Arthie output may be incomplete, inaccurate, or unsuitable for your situation. Review it before relying on it. Orkest does not replace legal, tax, accounting, appraisal, conservation, financial, or other professional advice. You remain responsible for your records, decisions, and actions.

10. Orkest credits

Credits are prepaid units you can buy to use Arthie beyond the daily fair-use limit and to get deeper answers. Pack sizes and prices, which may vary by country or region, are shown in Orkest before you buy. Purchases are processed by Stripe under Stripe's terms.

Credits have no cash value, cannot be transferred, and cannot be exchanged for money. Credits do not expire while your account is open. Purchased credits are not refundable except where the law requires. If you are a consumer in Mexico and article 56 of the Federal Consumer Protection Law applies to your purchase, you may revoke it without liability within five business days after the credits are made available to you, and we refund the price you paid.

Consumers in the European Economic Area and the United Kingdom. If you buy credits as a consumer (for your own use, not for a business) and live in the European Economic Area or the United Kingdom, you have a statutory right to withdraw from a credit purchase within 14 days of the purchase without giving a reason. Before you buy, we ask you to request that we make the credits available immediately, during those 14 days, and to acknowledge two things: that if you withdraw we refund the price of the credits you have not used, and that your right of withdrawal ends once you have used all the credits from that purchase. We confirm your purchase and your request by email. To withdraw, use "Withdraw from contract here" in Billing & credits, or send us a clear statement by email to hello@orkestai.com or by post to Angstroms Inc., 10 Garden Avenue, San Rafael, CA 94903, United States. You may use the model withdrawal form at https://platform.orkestai.com/legal/withdrawal-form, but you do not have to. It is enough to send your statement before the 14 days end. If you withdraw in Orkest, we acknowledge it by email without delay, with what you sent and the date and time. We refund the price of the unused credits at that pack's price per credit, including tax, or the full price if you have used none, within 14 days of receiving your withdrawal, using your original payment method unless you expressly agree otherwise, at no cost to you. The refunded credits are then removed from your balance.

11. Disclaimers

To the maximum extent permitted by law, Orkest is provided "as is" and "as available." We disclaim implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

12. Limitation of liability

To the maximum extent permitted by law, neither you nor Angstroms Inc. will be liable under these Terms for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or business opportunity, even if advised that such damages were possible.

To the maximum extent permitted by law, Angstroms Inc.'s total liability arising from or relating to Orkest or these Terms will not exceed the greater of USD 100 or the amount you paid Angstroms Inc. for the service giving rise to the claim during the 12 months before the event giving rise to liability.

These limits do not apply to death or personal injury caused by negligence, to fraud, willful misconduct, or gross negligence, or where liability cannot lawfully be limited.

13. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, except where mandatory law gives you other rights. The state and federal courts located in Delaware have jurisdiction over disputes arising from these Terms. If you are a consumer, you keep any non-waivable right to bring a claim in the courts where you live.

14. General terms

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations already due.

You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, sale of assets, or successor to the Orkest business.

If any provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. A delay in enforcing a provision is not a waiver.

These Terms, the Privacy Policy, and any applicable separate written order or agreement form the complete agreement for their respective subject matter.

We may provide translations of these Terms and the Privacy Policy. For consumers contracting in Mexico, we provide the Spanish version before acceptance, and it governs those contracts. Elsewhere, the English version controls over any translation to the extent applicable law allows.

Notices to us under these Terms must be sent to hello@orkestai.com. We may send service notices to the account email or through Orkest.

15. Contact

Angstroms Inc. (Orkest)
10 Garden Avenue
San Rafael, CA 94903
hello@orkestai.com