Terms of Service

Last Updated: February 24, 2025

Effective Date: February 24, 2025

1. ACCEPTANCE OF TERMS

WELCOME TO ORCA NOTE (HEREINAFTER REFERRED TO AS "WE," "OUR," "ORCA NOTE"). THESE TERMS OF SERVICE (HEREINAFTER REFERRED TO AS "TERMS") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ORCA NOTE. THESE TERMS APPLY TO ALL PRODUCTS AND SERVICES OFFERED BY ORCA STUDIO (HEREINAFTER REFERRED TO AS THE "SERVICES"). YOUR USE OF THE SERVICE IN ANY MANNER INDICATES THAT YOU AGREE WITH THE ENTIRETY OF THESE TERMS, AND THESE TERMS REMAIN IN EFFECT THROUGHOUT YOUR USE OF OUR SERVICES. IF YOU REPRESENT A COMPANY, AN ORGANIZATION, OR ANOTHER ENTITY WHILE USING THIS SERVICE, YOU AFFIRM AND WARRANT THAT YOU HAVE THE RIGHT TO REPRESENT AND BIND THAT COMPANY, ORGANIZATION, OR OTHER ENTITIES TO THESE TERMS. IN THIS CASE, THE WORDS "YOU" AND "YOUR" SHALL REFER TO THAT COMPANY, ORGANIZATION, OR OTHER ENTITY.

BY ACCESSING OR USING ANY PART OF OUR SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DISAGREE WITH THE BINDINGS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE ANY PART OF OUR SERVICES.

We may decide, at our discretion, to modify and update our terms at any time. If updates are made, we will post the updated terms on the website or other announcements. If you continue to use the service, it indicates you accept and agree to the updated terms. If you do not accept the updated terms, you shall not continue to access or use the services.

2. LICENSE

Subject to your adherence to the terms and conditions of this agreement, including the payment of all applicable fees, we grant you a personal, non-licensable, non-exclusive, non-transferable limited license to use our services during the subscription term or trial period, according to your subscription plan, allowing and limiting you to use our services within the permitted user seats and/or other applicable usage limitations.

A. Under this license, you may access, install, and use us on computers or devices you own and/or control.

B. Despite the free trial we offer for some features, this does not indicate you acquire ownership of our services. All content you use and related intellectual property rights always remain in our ownership.

C. During the trial period, you may only use the services and any resulting output files or materials for personal evaluation purposes.

D. Any feedback you provide to us related to our services, including but not limited to suggestions or bug reports, is considered a non-confidential submission. We may use this information for any purpose without compensating you.

E. You agree that we can change the types of applications included in the services (such as related components, versions, platforms, languages, etc.) at any time, without bearing any responsibility for such changes.

F. During either the trial period or subscription term, you must comply with all applicable laws, regulations, and provisions, and not use our services for illegal, threatening, harassing, or infringing activities.

3. PAYMENTS AND FEES

A. Fees. In order to use our complete services, you must pay all due amounts, based on effective rates or payables for the service, by providing accurate and up-to-date payment information to us and/or any of our third-party payment service providers. Different subscription plans and payment methods may apply to different products, services, or platforms. Please refer to the pricing details provided by the specific service you are using for exact costs.

B. Payment Method. Your method of payment is governed by your agreement with the payment providers (such as Stripe or PayPal). We and/or our third-party payment service providers will issue invoices directly for all payable amounts under these Terms without additional notice or consent. We reserve the right to change our prices and billing methods at any time, but we will not charge you fees that exceed a set price without informing you of fee changes. When you make purchase subscriptions or other transactions, you explicitly authorize us (or our third-party payment processor) to charge the necessary fees and may need to provide payment information including credit card info and billing address to complete the transaction. If you cannot provide accurate payment information, or we are unable to receive payment from your payment provider, it will be considered a serious breach of Terms. Unless otherwise explicitly indicated in this agreement, all service fees are non-refundable.

C. Subscriptions. In addition to some services that require a one-time payment, we also offer monthly, quarterly and yearly subscription plans to access all feature services. If you purchase a subscription, we and/or our payment provider will automatically charge you monthly, quarterly or yearly based on your subscription start date, until you manually cancel the subscription. Upon renewing your subscription, if we do not receive your payment, you agree that we can terminate or suspend your subscription and corresponding services, and continue to attempt to charge you through the payment service provider until payment is received. Upon receipt of payment, your subscription and corresponding services will automatically be activated. The date payment is received will be the new start date of your subscription.

D. Cancellations. You can cancel your subscription at any time. To avoid automatic renewal charges for the next cycle, please cancel at least 2 days (48 hours) before the current subscription expires. Cancelling your subscription does not mean that already paid fees will be refunded; it only stops the next automatic renewal. Your access to the service will continue until the end of the subscription period.

E. Taxes. All fees provided by us do not include any nature of taxes. The tax rate is calculated based on the payment information you provide and the applicable tax rate when the subscription fee is charged.

4. DISCLAIMER

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE AND OUR SUPPLIERS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT GUARANTEE OUR SERVICES ARE FREE FROM ERRORS, OR THAT YOUR ACCESS TO AND USE OF THE SERVICES WILL BE STEADY AND UNINTERRUPTED. YOU SHOULD UNDERSTAND AND ASSUME ALL RISKS THAT COULD POTENTIALLY ARISE FROM DOWNLOADING OR OBTAINING ANY CONTENT OR SERVICES FROM OUR PLATFORM. AS THE USE OF OUR SERVICES INEVITABLY INVOLVES TRANSMISSION OF USER DATA OVER THE INTERNET, WE ARE NOT RESPONSIBLE FOR THE LOSS, ALTERATION, INTERCEPTION, OR STORAGE OF SUCH DATA. ALSO, WE BEAR NO RESPONSIBILITY FOR ANY DELAYS, INTERRUPTIONS, FAILURES, OR OTHER ISSUES THAT MIGHT BE CAUSED BY USING THE INTERNET, ELECTRONIC COMMUNICATIONS, OR SYSTEM DEVICES.

5. RIGHT AND LIMITATION

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE OR ANY SUPPLIER INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL NOT BE RESPONSIBLE FOR ANY OF THE FOLLOWING LIABILITIES THAT ARE CAUSED BY ANY REASON: LOSS OF PROFITS, REVENUES, OR DATA IN ANY FORM; ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR ANY DAMAGE OR COST RESULTING FROM WEAR AND TEAR PRODUCTION, BUSINESS INTERRUPTION, OR THE SEARCH AND PURCHASE OF ALTERNATIVE PRODUCTS OR SERVICES. IN ANY CIRCUMSTANCE, OUR CUMULATIVE LIABILITY TOWARDS YOU SHALL NOT EXCEED THE SUBSCRIPTION FEES YOU PAID TO US IN THE TWELVE MONTHS PRECEDING THE EVENT OR SERIES OF EVENTS CAUSING SUCH LIABILITY; OR 100 DOLLARS, WHICHEVER IS GREATER. WE BEAR NO LIABILITY FOR ANY RELATED FAILURES CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL. THE ABOVE DAMAGE COMPENSATION LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE TRANSACTION BETWEEN US AND YOU.

6. INDEMNIFICATION

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless us, our parent companies, managers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney's fees) arising from the following reasons, including but not limited to:

A. Your use or access to this service;

B. Your violation of any provision of these service terms;

C. Your infringement of any third-party rights, including, but not limited to, copyright, property rights, or privacy rights; or any claim of damages to a third party caused by your content.

D. This obligation of defense and indemnification will remain effective during and following the duration of these service terms and your use of this service.

7. ACKNOWLEDGEMENT OF TERMS

You acknowledge that you are a user over the age of 18, or a minor with the capacity to act independently, or have obtained the consent of your parent or guardian. You affirm that you are fully capable to agree to the terms, conditions, obligations, affirmations, representations, and warranties set forth in these service terms, and to abide by and comply with these service terms.

8. OTHERS

A. Retention of Rights. We and/or our licensors should have all the rights, ownership, and interests in the service, including all associated intellectual property rights. You acknowledge that the service is protected by national/regional copyrights, trademarks, and other laws. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary notice included in or accompanied by the service.

B. Force Majeure. We bear no responsibility for any delays, interruptions, failures, or other issues with the service caused by force majeure events. Such events include, but are not limited to, natural disasters (such as fires, floods, earthquakes, storms, and pandemics), wars, acts of terrorism, civil unrest, changes in government, government actions, strikes and labor disputes, or any other public health crises, among others.

C. Assignment. Without our prior written consent, you are prohibited from assigning these terms, or any rights under these terms. Any assignment in violation of these terms shall be deemed invalid. We reserve the right to assign or transfer any or all of our rights and obligations under these terms at any time, without further notice.

D. Severability. If, for any reason, any provision of our terms is adjudged to be invalid, illegal or unenforceable by a court or any other legal body with jurisdiction, then said provision will be eliminated or limited to the minimum necessary extent required to conform to applicable law, thus enabling the remaining provisions of our terms to remain in full effect.

E. Waiver. Any explicit waiver or failure to exercise any of the listed terms by us shall not be construed to be a waiver of any other terms or a waiver of such terms under any other circumstances.

F. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the People's Republic of China. You and Orca Note Ltd. shall try to settle the dispute that relates to or arises in connection with this Agreement or in the execution thereof amicably through negotiation. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.