Terms of service

This agreement is between you and OramaSearch, Inc., a Delaware corporation ("Orama", "we").

These terms govern your access to and use of the Orama website at orama.com, Metis, Orama Studio, Zetta, our hosted services, APIs, and documentation, and any related services we provide (together, the “Services”). By accessing or using the Services, you agree to these terms.

If you use the Services on behalf of a company or other organization, you confirm that you are authorized to accept these terms for it, and “you” means that organization. You must be at least 18 years old to use the Services.

Most customers buy Metis under a signed agreement with Orama, such as a master services agreement and an order form. Where a signed agreement covers the same subject as these terms, the signed agreement controls.

OramaJS and the other open-source software we publish are licensed under the open-source license that accompanies each project. Nothing in these terms limits the rights that license gives you.

Your use of the Services is also governed by our acceptable use policy (orama.com/legal/acceptable-use) and our privacy policy (orama.com/legal/privacy), which form part of these terms.

Some Services require an account. You agree to give accurate information, keep your sign-in credentials confidential, and tell us promptly at [email protected] if you believe your account has been accessed without authorization.

You are responsible for all activity under your account and for the people you allow to use the Services, including making sure they follow these terms.

“Customer Data” means the data, content, and files you or your users connect to, upload to, or create in the Services, and the outputs the Services produce from them. As between you and Orama, you own your Customer Data, and we claim no ownership of it.

You grant Orama a worldwide, non-exclusive, limited license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Services for you, and as required by law.

You are responsible for your Customer Data: that you have the rights, permissions, and any notices or consents needed to connect it to the Services and to have us process it, and that your use of it complies with applicable law.

When you close your account or ask us to delete your data, deletion follows the retention terms in our privacy policy. Before closing an account, you are responsible for exporting any Customer Data you want to keep.

The Services use models and automated analysis to produce outputs such as answers, scores, forecasts, explanations, and recommended actions. Outputs are generated from the data available to the Services and can be incomplete or wrong.

You are responsible for reviewing outputs before relying on them and for the decisions you make with them. Outputs are not professional legal, financial, medical, or other regulated advice.

Any score, return, or target we discuss with you, including a return-on-investment target for an engagement, is an estimate and not a guarantee, unless a signed agreement expressly says otherwise.

We collect information about how the Services are used and perform, such as feature usage, errors, and system metrics. We use it to operate, secure, support, and improve the Services, and we only share it outside Orama in aggregated or de-identified form that does not identify you or your users or include Customer Data.

If you send us suggestions or feedback, we may use them without restriction or obligation to you.

Fees for the Services are set out in your order form, or shown to you before you buy if you buy online. Unless your order says otherwise, fees are stated in US dollars, exclude taxes, and are payable in advance. You are responsible for any sales, use, value-added, or similar taxes, other than taxes on Orama’s income.

If an undisputed amount is overdue, we may suspend the affected Services after giving you notice and a reasonable opportunity to pay.

If you buy a plan online rather than under an order form, the following also applies.

There is no free trial. You may request a refund of the Orama base fee within 30 days of your first payment. Metered usage charges are final and are not refundable.

You can cancel at any time. Cancellation stops future base and usage billing at the end of the current paid period, and access continues through that period. The base fee is refundable only under the 30-day first-payment policy; usage charges are final. Other payments are not refunded or prorated.

The Services can connect to systems you choose, such as your databases, warehouses, and business applications, and to third-party models and tools. Your use of a third-party service is governed by your agreement with its provider. Orama is not responsible for third-party services, and when you connect one, you authorize us to exchange data with it as needed to provide the Services.

Orama and its licensors own the Services, including the software, models we build, documentation, and all related intellectual property. Subject to these terms and any order, we grant you a limited, non-exclusive, non-transferable right to use the Services for your internal business purposes during your subscription or engagement.

Except as allowed by an open-source license or applicable law, you may not copy, modify, or create derivative works of the Services; reverse engineer, decompile, or attempt to extract the source code of any part of them that is not open source; or sell, resell, sublicense, or provide the Services to third parties as a service.

The Orama, Metis, Orama Studio, Zetta, and OramaJS names and logos are our trademarks. You may not use them in a way that suggests we endorse you without our written permission.

Each of us may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data and non-public details of the Services. The receiving party will use it only to perform under these terms, protect it with at least reasonable care, and disclose it only to people who need to know it and are bound by similar obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is received lawfully from a third party. A party may disclose confidential information when required by law, after giving the other party notice where legally permitted.

We maintain administrative, technical, and physical safeguards designed to protect the Services and Customer Data against unauthorized access, loss, and disclosure. No system is perfectly secure, and you are responsible for configuring and using the Services securely on your side, including managing who has access.

We may suspend access to all or part of the Services if we reasonably believe it is necessary to prevent harm to the Services, to other customers, or to third parties, to respond to a violation of these terms or the acceptable use policy, or to comply with law. Where the situation allows, we will give you notice first, limit the suspension to what is necessary, and restore access once the issue is resolved.

You can stop using the service and cancel at any time. We may suspend or terminate an account that violates these terms or the acceptable use policy; when reasonably possible we contact you first. Termination for a violation does not create a refund right beyond the 30-day base-fee policy.

Sections of these terms that by their nature should survive termination survive it, including those on your data, fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law.

Each of us confirms that it has the authority to enter into these terms. Any warranty for a paid engagement is the one stated in your signed agreement.

Except as expressly stated in these terms or a signed agreement, the Services are provided “as is” and “as available.” To the fullest extent permitted by law, Orama disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and that the Services or their outputs will be uninterrupted, error-free, or accurate.

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if it was advised that they were possible.

To the fullest extent permitted by law, each party’s total liability arising out of or relating to these terms or the Services will not exceed the amounts you paid to Orama for the Services in the twelve months before the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party’s indemnification obligations, or to liability that cannot be limited under applicable law.

You will defend Orama and its affiliates, officers, and employees against any third-party claim arising from your Customer Data or from your use of the Services in violation of these terms, the acceptable use policy, or applicable law, and pay the resulting damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement. Orama will give you prompt notice of the claim, reasonable cooperation, and control of its defense, and you will not settle a claim that imposes an obligation on Orama without its consent.

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. Disputes are resolved in the state or federal courts located in Delaware, and both sides consent to their jurisdiction.

We may update these terms from time to time. We will post the updated version on this page and change the date at the top. If a change is material, we will tell you in advance, by email or in the Services, before it takes effect. By continuing to use the Services after a change takes effect, you accept the updated terms. Changes do not alter a signed agreement unless both parties agree in writing.

• Entire agreement: these terms, together with the policies they reference and any signed agreement, are the entire agreement between you and Orama about the Services.
• Assignment: you may not assign these terms without our written consent, except to a successor to substantially all of your business. We may assign them to an affiliate or to a successor in a merger, acquisition, or sale of assets.
• Force majeure: neither party is liable for a delay or failure caused by events beyond its reasonable control, other than a failure to pay.
• Export and sanctions: you will comply with applicable export control and sanctions laws, and you will not use the Services in, or make them available to people in, a country or region, or to a person, subject to comprehensive sanctions.
• Independent parties: the parties are independent contractors, and nothing in these terms creates a partnership, joint venture, or employment relationship.
• Severability and waiver: if a provision is found unenforceable, the rest of these terms stay in effect. A failure to enforce a provision is not a waiver of it.
• Notices: we may send notices to the email address associated with your account or order. You may send notices to [email protected].

Questions about these terms can be sent to [email protected].