Terms of Service

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE: PLEASE READ IT CAREFULLY. YOU AGREE THAT DISPUTES BETWEEN YOU AND G2I (AS DEFINED BELOW) WILL BE RESOLVED BY BINDING ARBITRATION UNLESS YOU OPT OUT IN ACCORDANCE WITH THE PROCESS DESCRIBED IN SECTION 19(f) BELOW. UNLESS YOU OPT OUT OF ARBITRATION, YOU CANNOT FILE A LAWSUIT IN COURT AND YOU WAIVE CERTAIN RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOW THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 19(f).

These terms of use (these “Terms”) apply to your access and use of G2i’s AI-assisted coding service, including our website, software platform, APIs, documentation, and related tools (collectively, the “Service”) that is provided or operated by Orc AI Inc. and its affiliates or through service providers (collectively, “G2i,” “we,” “us,” or “our”). The Service offers AI-powered coding assistance driven by machine learning to help developers write, understand, and modify code more easily and efficiently, and can provide suggested code, outputs, or other functions.

These Terms form a binding legal agreement between you and G2i in relation to your access to and use of the Service. Please read these Terms carefully before you start to use the Service. By accessing or using the Service, creating an account, or clicking “I Accept” or “I Agree,” you accept and agree to be bound by these Terms. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THE SERVICE. Please also read our Privacy Policy, located at orc.ai/privacy, which describes our policies regarding the collection, use, disclosure, and processing of personal data. You can review the most current version of these Terms at orc.ai/terms. If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity to these Terms. If you or your organization enters into a Master Services Agreement, Enterprise Agreement, or equivalent written agreement with G2i that governs access to or use of the Service (an “Enterprise Agreement”), the Enterprise Agreement will control and supersede these Terms to the extent of any conflict.

We may revise and update these Terms at our discretion. If we make any material modifications, we will notify you by updating the date at the top of these Terms, maintaining a current version at orc.ai/terms sending you an email, or using another reasonable means. Updated Terms are binding upon your continued access to or use of the Service after they become effective. If you do not accept the updated Terms, you must stop using the Service.

You must be at least 18 years old or the minimum age required to consent to use the Service in your location, whichever is higher, to access or use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service or any other service offered by G2i; and (c) your registration and use of the Service is in compliance with all applicable laws in your region.

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, you must immediately notify us at hello@orc.ai.

You may not share your account login information with anyone else or make your account available to anyone else. You may close your account at any time by contacting us at hello@orc.ai. We reserve the right to modify, suspend or discontinue your account at any time for any reason, including if, in our opinion, you have violated any provision of these Terms.

Subject to your compliance with these Terms, G2i grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service solely for your internal business or personal purposes. You may provide inputs to the Service (“Inputs”) and receive code, suggestions, outputs, or other functions based on the Inputs provided by you (collectively, “Outputs”). Inputs and Outputs are collectively referred to as “Content.” We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe.

Unless you opt out as described in this Section, and subject to applicable law and our Privacy Policy, G2i may use Content to train, evaluate, develop, and improve AI models and related services. G2i will provide a clear and accessible mechanism for you to opt out of model training, such as through account settings or by contacting hello@g2i.ai. If you opt out, G2i will not use Content submitted after your opt-out for model training, except to the extent necessary to provide the Service, comply with law, enforce these Terms, maintain safety or security, process Feedback, conduct safety review, or as otherwise permitted by our Privacy Policy.

You acknowledge that Outputs are generated automatically by machine learning technology and may be similar to or the same as Outputs provided to other customers. Outputs may be inaccurate, incomplete, biased, insecure, nonfunctional, or otherwise unsuitable for your intended use, even when they appear detailed or plausible. No rights to any Outputs generated, provided, or returned by the Service for or to other customers are granted to you under these Terms.

YOU ARE SOLELY RESPONSIBLE FOR EVALUATING, REVIEWING, TESTING, AND BEARING ALL RISKS ASSOCIATED WITH USE OF ANY OUTPUTS. YOU SHOULD NOT RELY ON OUTPUTS WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY, COMPLETENESS, SECURITY, AND USEFULNESS. Before using AI-generated code in production or other critical environments, you should review and test the code, confirm that it meets your security and compliance requirements, and take responsibility for any consequences resulting from its use.

The Service may include a feature that automatically executes code Outputs without manual review or confirmation. By enabling this feature, you acknowledge and agree that you are assuming all risks associated with the execution of automatically generated code, including without limitation system outages, software defects, data loss, and security vulnerabilities. YOU ARE SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF THIS FEATURE, INCLUDING ENSURING APPROPRIATE SAFEGUARDS, TESTING, AND MONITORING ARE IN PLACE.

1. G2i’s Intellectual Property. G2i and its licensors retain all right, title, and interest in and to the Service, all improvements, enhancements, or modifications thereto, and all intellectual property rights associated with the foregoing, including but not limited to the software, code, architecture, design, user interface, graphics, AI models, algorithms, and any G2i brand, trademarks, copyrights, patents, trade secrets, or other protected or unprotected intellectual property (collectively, “Intellectual Property Rights”). Except as expressly provided in these Terms, G2i does not grant you a license or any right, title, or interest in any Intellectual Property Rights used in or made available through the Service. There are no implied licenses in these Terms, and G2i reserves all rights to the Service not expressly granted in these Terms. You will not remove, modify or obscure any proprietary notices or labels in the Service.
2. Your Content. You retain all of your right, title, and interest that you have in Inputs. By submitting Inputs to our Service, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under these Terms and to provide the Service to you. Subject to your compliance with these Terms, G2i hereby assigns to you all of its right, title, and interest, if any, in and to any Outputs. Due to the nature of our Service and artificial intelligence generally, (i) Outputs may not be unique and other users may receive similar or identical Outputs from our Service (ii) Outputs may not be protectable under applicable intellectual property laws. Our assignment above does not extend to other users’ Outputs or prevent G2i from providing the same or similar Outputs to other users.
3. License to Your Content. You hereby grant us and our sublicensees a worldwide, royalty-free, non-exclusive, transferable license to use, distribute, transmit, reproduce, modify, and process your Inputs solely to the extent necessary to provide the Service to you and as otherwise permitted under these Terms, except as otherwise prohibited by applicable law. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of your Inputs by G2i does not violate any law.
4. Feedback. We appreciate feedback, including ideas and suggestions for improvement or rating an Output in response to an Input (“Feedback”). If you choose to provide Feedback, you agree that we may use the Feedback however we choose without restriction or compensation to you, including to improve our Service and develop other products and services.
5. Usage Data. G2i may: (i) collect, analyze, and otherwise process technical logs, data, and learnings about your use of and interactions with the Service (“Usage Data”) internally for its business purposes, including for security and analytics, to enhance the Service, and for other development and improvement purposes; and (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify you. Usage Data does not include Content.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not and agree not to engage in any of the following activities:

1. Violating Laws and Rights: You may not (i) use any portion of the Service for any illegal purpose or in violation of any applicable local, state, national, or international laws or regulations, including without limitation any laws about exporting data or software to and from the United States or other countries; (ii) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights; or (iii) use the Service, Outputs, or any actions taken by the Service to obtain unauthorized access to any system or information, or to deceive any person.
2. Competitive Use and Model Extraction: You may not (i) use the Service or any Outputs to develop or train any artificial intelligence or machine learning algorithms or models that compete with the Service; (ii) engage in model extraction, model theft attacks, or any attempt to reverse engineer, derive, or reconstruct the underlying AI models powering the Service; (iii) develop any products or services that compete with the Service; or (iv) resell, rent or the Service or access to the Service, or otherwise provide the Service or access to the Service to third parties.
3. Benchmarking and Evaluations: You may not conduct benchmarking tests, performance evaluations, or comparative analyses of the Service, or publish, disclose, or distribute any results of such testing or evaluation, without G2i’s prior written consent. Any benchmarking or evaluation results are G2i confidential information subject to the confidentiality obligations in these Terms, and you must protect them from unauthorized use or disclosure.
4. Reverse Engineering: You may not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code, or underlying structure of the Service, except when these restrictions are prohibited by applicable law.
5. Scraping and Unauthorized Access: You may not (i) crawl, scrape, harvest, or otherwise extract data or information from the Service other than as permitted under these Terms; (ii) probe, scan, or attempt to penetrate the Service; (iii) access the Service through automated or non-human means, whether through a bot, script, or otherwise, except when explicitly permitted by G2i; or (iv) attempt to gain unauthorized access to the Service, or the computer systems or networks connected to the Service, through hacking, password mining, or any other means.
6. Harmful Activities: You may not (i) upload or otherwise disseminate any virus, adware, spyware, ransomware, or other malicious code; (ii) interfere with or disrupt the Service, or any network, equipment, or server connected to or used to provide the Service; (iii) use the Service in any manner that could disable, overburden, damage, or impair the Service, or interfere with any other individual’s or entity’s use and enjoyment of the Service; or (iv) engage in any other conduct that restricts or inhibits any person from using or enjoying the Service, or that we reasonably believe exposes us, or any of our users, affiliates, or any other third party, to any liability, damages, or detriment of any type, including reputational harms.
7. Misrepresentation: You may not (i) impersonate another individual or entity or misrepresent your affiliation with another individual or entity when using the Service; (ii) represent that any Output was human-generated when it was not; or (iii) use or attempt to use another’s account or personal information.
8. Sensitive Data: You may not send or otherwise provide to G2i data or information that is subject to specific protections under applicable laws beyond any requirements that apply to “personal information” or “personal data” generally, such as, for illustrative purposes, information that is regulated by the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard (PCI-DSS), the Gramm-Leach-Bliley Act, and other U.S. federal, state, or foreign laws applying specific security standards.

You will promptly notify G2i of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within your control. A violation of any of the foregoing is grounds for termination of your right to access or use the Service.

The Service may include or incorporate optional third-party services, content, or integrations, including extensions, plug-ins, third-party AI models, or development environment integrations (“Third-Party Services”). Your use of Third-Party Services is subject to the applicable third-party terms and privacy policies, and G2i is not responsible for their content, accuracy, security, availability, or data practices. If you use the Service with Third-Party Services, your Content may be subject to the applicable provider’s data retention and use policies.

1. Paid Services; Fees. Certain features of the Service may require you to pay fees (“Paid Services”). You agree to pay all fees, charges, and taxes applicable to your use of Paid Services as set forth in the applicable order form, pricing page, in-product checkout, invoice, or other written purchase document (each, an “Order Form”). Unless otherwise stated in an applicable Order Form or Enterprise Agreement, all fees are in U.S. Dollars, non-refundable except as required by law, and exclusive of taxes. If an Order Form or Enterprise Agreement conflicts with this Section, the Order Form or Enterprise Agreement will control to the extent of the conflict.
2. Invoicing and Payment. G2i may invoice you or charge your selected payment method for applicable fees. Unless an Order Form, Enterprise Agreement, or invoice states otherwise, invoices are due and payable within 30 days after the invoice date. For subscription-based plans, you authorize G2i or its third-party payment processors to charge applicable recurring fees and taxes on or before each renewal date until you cancel in accordance with the cancellation process made available for the Service.
3. Payment Processing. Payments may be processed by third-party payment processors and are subject to their applicable terms and privacy policies. You authorize G2i and its payment processors to store and charge your selected payment method for amounts due, and G2i is not responsible for errors caused by third-party payment processors.
4. Late Payments. G2i may suspend or terminate access to Paid Services for unpaid amounts. You are responsible for reasonable costs incurred in collecting overdue amounts, including chargeback, collection, and similar fees, to the extent permitted by law.
5. Taxes. You will be responsible for all taxes associated with the Service, other than taxes based on G2i’s net income.

From time to time, G2i may make beta, pilot, limited release, non-production, early access, or evaluation services available to you (“Beta Services”). Beta Services are optional, intended for evaluation and not production use, may be subject to additional terms, and are provided “as is” and “as available” without warranty, support, maintenance, storage, or liability to the fullest extent permitted by law. G2i may modify or discontinue Beta Services at any time.

YOUR USE OF THE SERVICE, CONTENT, AND OUTPUTS IS SOLELY AT YOUR OWN RISK. THE SERVICE, OUTPUTS, AND ANY ACTIONS TAKEN BY THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. G2I AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES, AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “G2I PARTIES”) DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND WARRANTIES IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

G2I DOES NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, OR USEFUL. YOU WILL NOT RELY ON ANY OUTPUT AS A SOURCE OF TRUTH WITHOUT INDEPENDENT VERIFICATION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THIS SECTION MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE G2I PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, CONTENT, OR OUTPUTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY G2I PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE, AND EVEN IF THE DAMAGES ARE FORESEEABLE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE G2I PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, AND LOSSES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, CONTENT, OR OUTPUTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO G2I FOR ACCESS TO AND USE OF THE SERVICE IN THE SIX MONTHS BEFORE THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) $100. THESE LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICE TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. WHERE APPLICABLE LAW LIMITS THESE EXCLUSIONS OR LIMITATIONS, THEY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE G2I PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO: (A) your breach or alleged breach of these Terms; (B) YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICE, CONTENT, OR OUTPUTS; (C) YOUR INPUTS OR ANY PRODUCTS, SERVICES, OR APPLICATIONS THAT YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR IN CONNECTION WITH THE SERVICE, INCLUDING ANY ALLEGATIONS THAT THE INPUTS VIOLATE THE RIGHTS OF ANY THIRD PARTY; (D) YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT, INCLUDING INTELLECTUAL PROPERTY RIGHTS, PUBLICITY, CONFIDENTIALITY, PRIVACY, OR OTHER RIGHTS; (E) ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS; AND (F) YOUR FEEDBACK.

WE MAY PARTICIPATE IN OR ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION, AND YOU WILL COOPERATE WITH US AS REASONABLY REQUESTED. OUR LICENSORS AND SERVICE PROVIDERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS.

You may stop accessing the Service at any time. G2i may modify, suspend, or discontinue the Service or your access to the Service, in whole or in part, at any time. Where practical, G2i will use reasonable efforts to provide advance notice of discontinuation, but may act without notice to prevent abuse, comply with law, or address security or operability issues. G2i will not be liable for any modification, suspension, or discontinuation of the Service or your access to it.

G2i may suspend or terminate your access to the Service, including any Subscription Service, if G2i believes you breached these Terms or if required to comply with law or protect the Service. If termination results from your breach, you will not be entitled to a refund. If G2i terminates a paid Subscription Service for convenience, G2i will provide a pro rata refund for the unused portion of the subscription period.

G2i may also terminate your account if you have been inactive for over a year and you do not have a paid account. If G2i terminates your account due to inactivity, G2i will provide notice to the contact information we have on file for you before doing so. Upon termination of these Terms, a Subscription Service, or your access to the Service, G2i may delete Content or other data associated with your account. You should retain copies of Content you need to preserve.

The following sections will survive any expiration or termination of these Terms: Section 7 (Limitations of AI-Generated Outputs and User Responsibilities), Section 9 (Content Ownership and Intellectual Property), Section 10 (Prohibited Conduct and Use Restrictions), Section 12 (Fees and Payment, with respect to fees outstanding as of such expiration or termination), Section 14 (Disclaimer of Warranties), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 19 (Dispute Resolution), and Section 22 (Miscellaneous Terms).

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service (“Dispute”) will first be addressed through the informal dispute resolution process below. If the Dispute is not resolved after that process, it will be resolved by binding arbitration unless you timely opt out or an express exception applies.

1. Informal Dispute Resolution Process

   Before starting arbitration, you must send a written notice of dispute (“Notice”) to 2125 Biscayne Boulevard, Suite 204 #17243, Miami, Florida 33137, United States by U.S. mail or professional courier service. The Notice must be personally signed by you and include your name and contact information, contact information for any legal representative, a description of the Dispute, and the relief requested. You may first contact us about Service concerns by email at hello@orc.ai.

   G2i will have 60 days after receiving a complete Notice, including any authentication or consent reasonably required to discuss the Dispute, to investigate and attempt to resolve the Dispute (the “Informal Resolution Period”). During that period, either party may request an individualized settlement conference by phone or videoconference, and the parties will work in good faith to schedule it. No arbitration may begin until the Informal Resolution Period has ended, and any applicable limitations period will be tolled during that period.

2. Agreement to Arbitrate

   If you have not settled the Dispute through the informal dispute resolution process, but have complied with all procedures set forth therein, then the Dispute will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court, if your claims qualify, and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights (the action described in clause (ii) is an “IP Action”). Unless you timely provide us with an Arbitration Opt-Out Notice (as described below) or as otherwise expressly permitted under these Terms, (A) you acknowledge and agree that you and G2i are each waiving the right to a trial by jury or to participate in a class action, and (B) unless we otherwise both agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding, except in the event of a Coordinated Arbitration as described herein.

3. Arbitration Process

   A party seeking arbitration must provide a written Demand for Arbitration as specified in the AAA Rules, including facts supporting a legally recognized claim and the amount of recovery sought. The arbitrator will be a retired judge or licensed attorney selected by agreement from the AAA roster, or appointed by the AAA if the parties cannot agree within seven days after delivery of the Demand for Arbitration.

4. Arbitration Location and Procedure

   Unless the parties agree otherwise, arbitration hearings will occur in a reasonably convenient location selected by agreement or, failing agreement, by AAA. If your claim does not exceed $10,000, the arbitration will be conducted on the papers unless a hearing is requested or required. For other claims, hearing rights and information exchange will be governed by the AAA Rules, and the arbitrator will issue a reasoned written decision.

5. Coordinated Arbitration

   If 15 or more claimants submit Notices or seek to file arbitrations asserting similar claims and are represented by identical, coordinated, or affiliated counsel, the cases will proceed through staged individual arbitrations followed by mediation (“Coordinated Arbitration”). Unless the parties agree otherwise, G2i and claimants’ counsel will each select up to 15 cases for the first stage, remaining cases will be stayed, and the parties will mediate unresolved cases after that stage. The process will repeat in additional stages, with tolling during any delay caused by the process, until all such Disputes are resolved.

6. Right to Opt-Out

   If you do not want to arbitrate Disputes, you must send an arbitration opt-out notice (“Arbitration Opt-Out Notice”) to legal@orc.ai or 2125 Biscayne Boulevard, Suite 204 #17243, Miami, Florida 33137, United States within 30 days after you first use the Service. If you do not timely opt out, you knowingly and intentionally waive the right to litigate any Dispute except as expressly provided in Section 19(b). If G2i later modifies the arbitration provisions, you may reject those modifications by sending an Arbitration Opt-Out Notice within 30 days after notice of the modification, in which case the last arbitration provision you accepted will govern.

7. Jurisdiction and Venue

   The exclusive jurisdiction and venue of any IP Action (and, if you timely provide us with an Arbitration Opt-Out Notice) will be the state and federal courts located in The Court of Chancery, and each of the parties to these Terms waives any objection to jurisdiction and venue in those courts.

8. Arbitration Rules

   Any arbitration will be administered by the AAA in accordance with the Commercial Arbitration Procedures and, as applicable, the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Dispute Resolution section. (The AAA Rules are available at https://adr.org/rules or by calling the AAA at 1-800-778-7879.) Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this arbitration agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto.

9. Arbitrator’s Decision

   The arbitrator will decide all issues except that only a court may decide whether the AAA cannot or will not administer the arbitration under these Terms, whether compliance with the informal dispute resolution process warrants court relief, and whether the class action waiver has been complied with or violated. The arbitrator will render an award within the time specified in the AAA Rules, and judgment on the award may be entered in any court with competent jurisdiction. Any damages award must be consistent with Section 15, and declaratory or injunctive relief may be awarded only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

10. Fees

    Payment of filing, administration, arbitrator, and attorneys’ fees (collectively, “Arbitration Fees”) will be governed by the AAA Rules. To the extent Arbitration Fees are not allocated by the AAA Rules, G2i and you will split them equally, except that G2i will pay amounts the arbitrator determines are necessary because you cannot pay or because arbitration would otherwise be cost-prohibitive.

11. Waiver of Class Actions

    YOU AND G2I MAY BRING CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND G2I AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED, REPRESENTATIVE, OR MASS PROCEEDING, EXCEPT AS EXPRESSLY PROVIDED FOR COORDINATED ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY AS NECESSARY TO RESOLVE THAT PARTY’S INDIVIDUAL CLAIM.

    If a court (after exhaustion of all appeals) or arbitrator determines any of these prohibitions on consolidation or non-individualized relief (such as class, representative, private attorney general, or public injunctive relief) to be unenforceable, then all provisions of these Terms requiring or permitting disputes to be arbitrated will be deemed null and void and the exclusive jurisdiction and venue of any claim arising out of or related to these Terms will be the state and federal courts located in The Court of Chancery, and each of the parties to these Terms waives any objection to jurisdiction and venue in those courts. Nothing herein, however, prevents you or G2i from participating in a class-wide settlement of claims.

12. Confidentiality

    All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

We may provide manual or automatic updates to our software, including our apps (“G2i Software”), without advance notice. G2i Software may include open-source software, and any applicable open-source or third-party terms will control over these Terms for the relevant software component to the extent of any conflict.

You must comply with all applicable trade laws, including sanctions and export control laws. The Service may not be used in or for the benefit of, or exported or re-exported to, any embargoed country or territory, any restricted party, or any prohibited end use. You represent and warrant that you and anyone accessing the Service on your behalf are not restricted parties, are not located in an embargoed country or territory, and will not provide Inputs that require a government license for release or export.

1. Governing Law. These Terms (and all Disputes) will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to conflict of law principles.
2. Electronic Notice and Electronic Signature. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures from G2i. G2i may provide these communications through the Service, by email, or by SMS or text message to contact information you provide. Your electronic actions, including selecting a button, icon, or similar item, constitute your signature, acceptance, and agreement as if signed in writing.
3. Entire Agreement. Except for any Enterprise Agreement that controls under Section 2, these Terms, including any policies, guidelines, or supplemental terms expressly incorporated by reference, are the entire and exclusive understanding and agreement between you and G2i regarding your use of the Service and supersede prior communications and agreements regarding the Service.
4. No Waiver. Any delay or failure on our part to enforce a provision of these Terms is not a waiver of our right to enforce them later. A waiver by us of any breach or default of these Terms, or any provision of these Terms, is not a waiver of any subsequent breach or default or a waiver of the provision itself.
5. Severability. If any part of these Terms is held to be invalid or unenforceable by any law or regulation or final determination of the arbitrator or court, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. If any provision of these Terms is so held invalid or unenforceable, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the parties’ intent.
6. Assignment. G2i may assign these Terms and all rights granted under these Terms, including with respect to your Content, at any time without notice or consent. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt by you to do so is void.
7. Relationship of Parties. The parties agree that no joint venture, partnership, employment, agency, fiduciary, or other relationship exists between you and G2i as a result of these Terms or from your use of any portion of the Service. You may not enter into any contract on our behalf or bind us in any way.
8. Use of Our Brand. You may not, without our prior written permission, use our name, logos, or other trademarks in connection with products or services other than the Service, or in any other way that implies our affiliation, endorsement, or sponsorship. To seek permission, please email us at hello@orc.ai.
9. No Support. G2i is under no obligation to provide support for the Service. In instances where G2i may offer support, the support will be subject to published policies.
10. Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to legal@orc.ai. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and may terminate accounts of repeat infringers where appropriate. Written claims should include sufficient information for G2i to identify the copyrighted work, locate the allegedly infringing material, contact you, and confirm your good-faith belief and authority to submit the claim.
11. Contact Information. You may contact us by sending correspondence to 2125 Biscayne Boulevard, Suite 204 #17243, Miami, Florida 33137, United States, or by emailing us at hello@orc.ai.