Client Licence Agreement

1. Overview

This Client Licence Agreement ("Agreement") governs your use of the Orca desktop application software and the managed configuration service provided by OMG Center Limited ("OMG Center", "we", "us").

By activating your Orca licence, you agree to be bound by these terms. If you do not agree to these terms, you may not use the Orca software.

This Agreement should be read alongside the other legal documents published at simmance.ai/legal, including the Data Protection Policy and Service Level Agreement.

2. Definitions

In this Agreement, the following terms have the meanings set out below:

• "Orca" means the Orca desktop application software, including all updates, releases, and associated configuration developed by OMG Center.
• "Licence" means the right to use Orca granted to you under the terms of this Agreement.
• "Licensor" means OMG Center Limited, a company registered in England and Wales (Company No. 14169551).
• "Licensee" or "You" means the individual or organisation that has entered into this Agreement with OMG Center.
• "Seat" means one individual user licence, permitting use of Orca by a single named person on a specified device.
• "Device" means the specific computer on which Orca is installed and to which the Licence is bound.
• "Configuration" means the customisation of Orca's settings, prompts, integrations, and workflows carried out by OMG Center for your business.

3. Licence grant

OMG Center grants you a non-exclusive, non-transferable, revocable licence to install and use Orca on the Device specified at activation, subject to the terms of this Agreement.

The Licence is per-seat. Each Seat permits use by a single individual on a single Device. Device binding is enforced via machine fingerprinting at the point of licence activation.

This Licence does not grant you any rights to the Orca source code, underlying technology, or intellectual property beyond what is expressly stated in this Agreement.

4. What is included

Your licence fee covers the following:

• Installation of the Orca desktop application on your specified Device
• Configuration of Orca for your business, including an initial discovery call and setup process (typically completed within one week of engagement)
• Ongoing software updates for the duration of the active Licence term
• Configuration adjustments as your business needs change, within reasonable scope
• Technical support as set out in the Service Level Agreement
• Licence management via Keygen, including activation, transfer requests, and renewal

Third-party service subscriptions required for Orca to operate (including Microsoft 365 or Google Workspace, a transcription service, Supabase, and an Anthropic API key) are not included and must be maintained separately by you.

5. Licence fees

The Licence is subject to an annual fee, payable in advance of each term. The fee is agreed at the point of engagement and confirmed in writing.

Payment is accepted via Open Banking through TrustisteCommerce, or via an alternative method agreed in writing with OMG Center.

Licence fees are non-refundable once paid, except where required by applicable law. If you terminate the Licence before the end of a term, no pro-rata refund is due.

Multi-seat pricing is available. Contact chris@simmance.ai for details.

6. Term and renewal

The initial Licence term is 12 months from the date of activation. The Licence will automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 30 days before the renewal date.

OMG Center will send a renewal reminder no later than 45 days before the renewal date. If the renewal fee is not paid within 7 days of the renewal date, the Licence may be suspended in accordance with section 12.

7. Your obligations

As a condition of the Licence, you agree to:

• Maintain a valid subscription to Microsoft 365 or Google Workspace, as appropriate for your configuration
• Maintain active subscriptions to the required third-party services (transcription provider, Supabase, Anthropic Claude API) at your own cost
• Keep your Device and operating system reasonably up to date to ensure compatibility with Orca
• Not attempt to reverse-engineer, decompile, disassemble, or otherwise derive source code from the Orca application
• Not modify, adapt, translate, or create derivative works of the Orca software
• Not share your licence key or permit use of Orca by any person other than the named Seat holder
• Not use Orca for any purpose that is unlawful or prohibited by applicable law or regulation
• Notify OMG Center promptly if you become aware of any unauthorised use of your Licence

8. Data ownership

Your Orca instance operates entirely within systems you own and control. Emails, calendar data, meeting transcripts, contact records, AI-generated drafts, and any other operational data processed by Orca are stored in your own infrastructure, including your Microsoft 365 or Google Workspace tenancy and your own Supabase database.

OMG Center has no access to this data. OMG Center does not receive, store, or process your operational data at any point. The Licence and configuration service does not involve OMG Center acting as a data processor for your business data.

This architecture is described in detail in the Data Map and Data Processing Agreement.

9. Intellectual property

The Orca software, including all source code, design, documentation, Configuration templates, and associated intellectual property, is and remains the sole property of OMG Center Limited.

Your Licence grants you the right to use Orca as described in this Agreement. It does not transfer any ownership of, or proprietary rights in, the software to you.

Any feedback, suggestions, or ideas you provide regarding Orca may be used by OMG Center to improve the software without any obligation to you.

10. Confidentiality

Each party agrees to keep confidential any proprietary or sensitive information received from the other party in connection with this Agreement, and to use it only for the purposes of the service relationship.

This includes, but is not limited to, your business operations, internal processes, and commercial arrangements on your side, and OMG Center's technical methods, configuration approaches, and software architecture on ours.

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. Limitation of liability

OMG Center provides Orca on an "as is" basis to the maximum extent permitted by applicable law. We do not warrant that Orca will be error-free, uninterrupted, or suitable for any particular purpose beyond those described in this Agreement.

OMG Center is not liable for:

• Outages or degradation of third-party services (Microsoft 365, Google Workspace, Supabase, Anthropic, or any transcription provider)
• Loss of or damage to data held in your own systems
• Decisions made by you or your staff based on AI-generated content produced by Orca
• Indirect, consequential, incidental, or special losses, including loss of revenue or profit

OMG Center's total aggregate liability to you under or in connection with this Agreement is limited to the licence fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.

12. Suspension and termination

Suspension for non-payment

If licence fees remain unpaid more than 7 days after the due date, OMG Center may suspend the Licence. You will be notified before suspension. The Licence will be reinstated promptly upon receipt of payment.

Termination by either party

Either party may terminate this Agreement by giving 30 days written notice to the other party. Termination does not entitle you to a refund of fees already paid.

Termination for breach

OMG Center may terminate this Agreement immediately by written notice if you materially breach any term of this Agreement and, where the breach is capable of remedy, you fail to remedy it within 14 days of being notified.

Effect of termination

On termination for any reason:

• Your Licence is deactivated and access to the application ceases
• Your operational data remains entirely within your own systems and is unaffected
• OMG Center will delete any commercial records relating to you in accordance with the Data Protection Policy
• Sections 8, 9, 10, 11, and 13 survive termination

13. Governing law

This Agreement is governed by and construed in accordance with the laws of England and Wales.

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive or other equitable relief in any competent jurisdiction.

14. Changes to these terms

OMG Center may update these terms from time to time. Where changes are material, you will be notified by email at least 30 days before the changes take effect.

Continued use of Orca after the notice period constitutes acceptance of the revised terms. If you do not accept the revised terms, you may terminate the Licence in accordance with section 12 before they take effect.

The current version of this Agreement is always available at simmance.ai/legal/client-licence-agreement.

15. Contact

All correspondence regarding this Agreement should be directed to:

OMG Center Limited
Company No. 14169551
chris@simmance.ai