Terms of Service

This Customer Terms of Service (“Agreement”) is entered into by and between Orcus AI (operated by Fnext, “Orcus”, “we”, “us”, or “our”) and the entity or individual placing an order for, downloading, installing, or accessing any Services (“Customer”, “you”, or “your”).

If you are accessing or using the Services on behalf of your employer or another business entity, you represent and warrant that you possess the full legal authority to bind that entity to this Agreement. In such cases, “Customer”, “you”, and “your” will refer directly to that entity. If you do not possess such legal authority, or if you do not agree with each term and condition herein, you must not accept this Agreement and may not access or use the Services.

By clicking “I Agree”, downloading or installing the Orcus desktop application, or accessing any portion of our platform, you signify your agreement to be legally bound by this Agreement, our Privacy Policy, and any applicable Order Forms.

Throughout this Agreement, capitalized terms will have the meanings specified below:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” denotes ownership of more than 50% of the voting stock or equivalent ownership interest.
• “Authorized User” means an employee, contractor, or agent authorized by Customer to access and utilize the Services under Customer’s account credentials.
• “Beta Services” means features, experimental builds, software previews, or services designated by Orcus as “alpha”, “beta”, “preview”, “early access”, or “evaluation”.
• “Customer Data” means any electronic data, meeting audio streams, transcriptions, text, notes, timestamps, chat extracts, or files submitted, uploaded, or transmitted by or on behalf of Customer or its Users through the Services.
• “Documentation” means user manuals, technical specifications, and online help guides published by Orcus at orcus.live or within the software client.
• “Meeting Content” means the audio feeds, spoken dialogue, generated transcripts, speaker attributions, action items, and conversational summaries created during meetings monitored through the Services.
• “Orcus Materials” means the Platform, Software, proprietary HUD overlay rendering engines, user interfaces, machine learning models, algorithms, code libraries, and all related intellectual property owned or licensed by Orcus.
• “Order Form” means an online check-out receipt, service description, or executed enterprise ordering schedule referencing this Agreement.
• “Output” means the automated real-time cues, live transcripts, executive summaries, decision matrices, follow-up emails, and action items generated by the Services.
• “Recording Laws” means all international, federal, state, and local statutes, regulations, and wiretapping laws governing the recording, monitoring, transcription, or interception of oral, wire, or electronic communications (including one-party and all-party consent laws).
• “Services” means the meeting intelligence platform, cloud backend, API services, and desktop applications provided by Orcus as described in the applicable Service Plan.
• “Software” means the client-side desktop software (macOS, Windows, or other supported platforms) distributed by Orcus for meeting audio capture and HUD overlay display.
• “Usage Data” means telemetry, operational metrics, diagnostic logs, and performance data derived from the operation and use of the Services that does not identify Customer or any individual participant.

Subject to the terms and conditions of this Agreement and payment of applicable Fees, Orcus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Subscription Term to download, install, and execute the Software on compatible desktop operating systems solely for Customer’s internal business or personal productivity purposes.

Orcus provides a client-side head-up display (“HUD”) designed to overlay meeting notes, live speaker prompts, and action items directly onto your workspace. While Orcus employs native operating system window-sharing exclusion mechanisms to ensure the overlay remains invisible during full-screen or windowed screen shares, you acknowledge that operating system updates, third-party screen capture software, or hardware capture cards may impact capture behavior. Orcus does not guarantee absolute undetectability in unsupported or non-standard configurations.

The Services are designed to interoperate with third-party audio and video conferencing tools (including Zoom, Google Meet, Microsoft Teams, Slack Huddles, and Webex). Orcus is an independent provider and is not endorsed by, sponsored by, or affiliated with these third-party services. Orcus does not dispatch external bots to join meetings as virtual attendees; instead, audio is processed through system audio loopback mechanisms authorized by you on your host machine.

Orcus may provide access to Free Tier plans or early-access builds without charge up to specified monthly usage thresholds. Orcus reserves the right to modify, throttle, or discontinue Free Services at any time without liability. FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND AND SUBJECT TO THE AGGREGATE LIABILITY CAP SPECIFIED IN SECTION 10.

As between Orcus and Customer, Customer retains all right, title, and interest (including all copyright, trademark, trade secret, and other intellectual property rights) in and to all Customer Data and Meeting Content. Orcus acquires no rights in Customer Data other than the limited rights explicitly granted in Section 3.2.

Customer grants Orcus a worldwide, royalty-free, limited license to host, transmit, cache, process, and display Customer Data solely to the extent necessary to: (a) provide, maintain, and support the Services; (b) prevent, detect, or address technical, latency, or security issues; (c) generate requested transcripts, summaries, and action items; and (d) comply with applicable law or legal process.

Orcus does not sell your data or use your confidential Meeting Content to train foundation AI models for the general public.

• Enterprise Tier: Orcus strictly will not use any Customer Data, audio recordings, or transcripts to train any artificial intelligence or machine learning models. Processing is subject to a zero-data-retention agreement with our model inference infrastructure.
• Pro & Free Tiers: Customer Data is processed strictly to deliver real-time features and personalized summaries. Orcus will not train public models on your private conversations without your explicit, opt-in consent provided within account settings.

Orcus maintains commercially reasonable technical, administrative, and physical safeguards designed to preserve the confidentiality, integrity, and security of Customer Data. All communications are encrypted in transit using Transport Layer Security (TLS 1.3) and stored at rest using Advanced Encryption Standard (AES-256).

Customer covenants, represents, and warrants that:

1. Customer and its Users will provide clear, conspicuous, and legally sufficient notice to all participants in any meeting, call, or conversation captured by Orcus prior to initiating audio capture or transcription;
2. Customer and its Users will obtain all legally required consents, permissions, or authorizations from every participant before capturing or processing their voice, image, or likeness;
3. Customer will not use the Services for unauthorized surveillance, clandestine monitoring, wiretapping, or eavesdropping; and
4. Customer assumes full and exclusive legal liability for any failure to obtain necessary consent under applicable Recording Laws.

Customer will not, and will not permit any third party or User to:

• Reverse engineer, decompile, disassemble, or derive the source code or underlying algorithms of the Software or Platform;
• Circumvent, disable, or tamper with any security controls, licensing mechanisms, or screen-capture isolation protocols;
• Resell, lease, sublicense, time-share, or operate a service bureau utilizing the Services without prior written approval;
• Interfere with, overload, or disrupt the integrity or performance of the platform infrastructure or third-party APIs;
• Use the Services to process, store, or transmit any Restricted Data (such as PCI payment card numbers, HIPAA protected health information without a BAA, or government classified documents); or
• Use the Services in violation of any applicable export administration regulations, embargoes, or trade sanctions.

The Services incorporate large language models, automated speech recognition (ASR), speaker diarization, and natural language processing technologies (“AI Features”) to deliver real-time assistance, transcribe spoken dialogue, and synthesize meeting outcomes.

Customer acknowledges that artificial intelligence and machine learning technologies are inherently probabilistic. Due to variable audio fidelity, accents, overlapping speech, background noise, and contextual nuances:

• Transcripts and live captions may contain inaccuracies, misattributions, or omissions;
• Automated action items and executive summaries are advisory in nature and must be reviewed by humans before formal adoption; and
• Output generated by the AI Features is provided on an “AS IS” basis without warranties of completeness, correctness, or fitness for a particular legal or business outcome.

Customer assumes sole responsibility for all decisions, commitments, communications, or legal actions undertaken in reliance upon any AI Output.

Customer agrees to pay all applicable Fees corresponding to the selected Service Plan as specified on the Orcus Pricing Page or in an applicable Order Form. Unless stated otherwise, all Fees are quoted and payable in United States Dollars (USD).

Your subscription will automatically renew at the end of each billing cycle (whether monthly or annually) at Orcus’s then-current subscription rates unless you cancel your subscription prior to the renewal date. You may cancel auto-renewal at any time through your self-service account dashboard or by contacting [email protected].

Paid subscriptions are billed in advance. Orcus utilizes certified third-party payment gateways (including Stripe and Dodo Payments) to process payment transactions. By providing billing credentials, you authorize Orcus to charge the designated payment method for all recurring Fees, overage charges, and applicable taxes.

Except as explicitly provided herein or required by applicable statutory consumer protection laws, all Fees are strictly non-refundable and non-creditable. If you cancel your subscription mid-cycle, you will continue to have access to paid features through the conclusion of your current paid billing period.

Orcus, Fnext, and their licensors retain exclusive ownership of all right, title, and interest in and to the Orcus Materials, including the desktop application, software architecture, user interfaces, logos, brand assets, algorithms, documentation, and all improvements, modifications, or derivative works thereof.

If Customer or its Users provide feedback, recommendations, suggestions, or ideas regarding the Services (“Feedback”), Customer grants Orcus a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to exploit, integrate, and incorporate such Feedback into any product or service without restriction or accounting to Customer.

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and context of disclosure. Customer Data constitutes Customer’s Confidential Information; the Orcus Materials and commercial terms of an Order Form constitute Orcus Confidential Information.

The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with the same degree of care it uses for its own confidential information of like kind (and not less than reasonable care), and will not disclose such information to any third party except to its employees, contractors, and legal advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Each party represents and warrants that it has the legal power and authority to enter into and perform its obligations under this Agreement.

EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

• THE SERVICES, SOFTWARE, DOCUMENTATION, AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND;
• ORCUS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• ORCUS DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, SECURE FROM ATTACK, ERROR-FREE, COMPATIBLE WITH EVERY FUTURE OS UPDATE, OR THAT TRANSCRIPTIONS WILL BE 100% ACCURATE; AND
• ORCUS DISCLAIMS ANY LIABILITY ARISING FROM CUSTOMER’S FAILURE TO COMPLY WITH RECORDING LAWS OR OBTAIN PARTICIPANT CONSENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, REPUTATION, GOODWILL, WORK STOPPAGE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORCUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO ORCUS UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD) IN THE CASE OF FREE TIER SERVICES.

Customer will defend, indemnify, and hold harmless Orcus, Fnext, their affiliates, directors, officers, employees, and agents from and against any and all claims, demands, suits, losses, liabilities, damages, judgments, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Customer Data or any conversational content captured, processed, or distributed by Customer;
• Any actual or alleged violation by Customer or its Users of any Recording Laws, wiretapping statutes, or participant consent obligations;
• Customer’s breach of Section 4 (Acceptable Use & Responsibilities); or
• Customer’s unauthorized combination or alteration of the Services with third-party software or systems.

Before initiating formal legal proceedings, the parties agree to engage in good-faith informal negotiations for at least thirty (30) calendar days following written notice of dispute sent to [email protected].

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to this Agreement or the Services will be settled through binding, confidential arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or Consumer Arbitration Rules, as applicable. The arbitration will take place in the English language before a single neutral arbitrator.

YOU AND ORCUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

You have the right to opt out of this arbitration agreement within thirty (30) days of first accepting these Terms by emailing written notice to [email protected] with the subject line “Arbitration Opt-Out” providing your full name, email address, and explicit statement of opt-out.

This Agreement takes effect on the Effective Date and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.

Either party may terminate this Agreement: (a) upon thirty (30) days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice window; or (b) immediately if the other party ceases operation without a successor or files for bankruptcy.

Orcus may suspend Customer’s access to the Services immediately if: (i) Customer is more than thirty (30) days delinquent in Fees; (ii) Customer’s use threatens the security, availability, or integrity of the platform; or (iii) Orcus has reasonable grounds to believe Customer is violating Recording Laws.

Upon termination, all licenses granted to Customer will cease immediately. Sections 1, 3.1, 4, 7, 8, 9, 10, 11, 12, and 14 will survive termination.

Entire Agreement: This Agreement, together with our Privacy Policy and any executed Order Forms, constitutes the complete and exclusive agreement between the parties regarding its subject matter.

Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Updates to Terms: Orcus may update this Agreement from time to time. We will provide notice of material modifications by updating the “Last Updated” date above and, for significant changes, notifying registered users via email or within the desktop software.

Contact Us: If you have questions regarding these Terms, please contact our legal team at: