Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Orcera Inc. ("Orcera," "we," "our," or "us") governing your access to and use of the Orcera website, platform, and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting.

2. Description of Services

Orcera provides a procurement orchestration platform designed to streamline upstream procurement processes. Our Services include:

• Document upload and processing capabilities
• Vendor matching and quote collection tools
• Order tracking and coordination features
• Analytics and reporting functionalities
• Integration capabilities with third-party systems

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice.

3. Account Registration

3.1 Account Creation

To access certain features of our Services, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

3.2 Account Termination

We reserve the right to suspend or terminate your account at our sole discretion, without prior notice, for conduct that we determine violates these Terms, is harmful to other users, or is otherwise inappropriate.

4. User Responsibilities

4.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Upload or transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of our Services
• Engage in any activity that could damage, disable, or impair our Services
• Use our Services for any fraudulent or deceptive purposes
• Scrape, crawl, or use automated means to access our Services without permission
• Reverse engineer, decompile, or disassemble any aspect of our Services

4.2 User Content

You retain ownership of any content, data, or materials you upload to our platform ("User Content"). By uploading User Content, you grant Orcera a non-exclusive, worldwide, royalty-free license to use, process, and display such content solely for the purpose of providing our Services to you.

5. Intellectual Property

5.1 Orcera Intellectual Property

Our Services, including all content, features, and functionality (including but not limited to software, code, designs, text, graphics, logos, and trademarks), are owned by Orcera or our licensors and are protected by intellectual property laws.

5.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes. This license does not include the right to sublicense, modify, adapt, or create derivative works of our Services.

6. Payment Terms

6.1 Fees

Certain features of our Services may require payment of fees. All fees are stated in U.S. dollars and are non-refundable unless otherwise specified. We reserve the right to change our pricing at any time with reasonable notice.

6.2 Billing

If you purchase a subscription or paid services, you authorize us to charge your designated payment method for all applicable fees. You are responsible for providing accurate billing information and keeping it up to date.

6.3 Taxes

You are responsible for all applicable taxes related to your use of our Services, except for taxes based on our net income.

7. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is publicly available, independently developed, or rightfully obtained from third parties.

8. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION PROVIDED THROUGH OUR SERVICES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORCERA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Orcera and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of our Services, your User Content, or your violation of these Terms.

11. Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

11.2 Arbitration

Any dispute arising out of or relating to these Terms or our Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, and the decision of the arbitrator shall be final and binding.

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Orcera regarding your use of our Services.

12.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

13. Contact Information

If you have any questions about these Terms, please contact us: