ORCAS Portal — operated by Orca Marketology LLC

Effective date: 01-08-2025 · Last updated: 01-08-2025

These Terms of Service ("Terms") govern your access to and use of the ORCAS Portal platform, our websites at orcasportal.com and app.orcasportal.com, our AI chat products, and our done-for-you services (collectively, the "Services"). By creating an account, purchasing a plan, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

These Terms work alongside our Privacy Policy and, where applicable, a Data Processing Addendum (DPA) and any Statement of Work (SOW) for done-for-you services. If a signed agreement between us conflicts with these Terms, the signed agreement controls.

1. Acceptance & eligibility

You must be at least 18 years old and able to form a binding contract. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Key terms

"Subscription" — a recurring plan (e.g., Standard, Professional, Premium, or an AI chat product) billed monthly or annually.

"Customer Data" — the contacts, leads, messages, content, and other data you or your end-users submit to or generate within your account.

"Usage Charges" — consumption-based fees, such as for email and SMS sent through the Services, billed in addition to your Subscription fee.

3. Accounts

You are responsible for the accuracy of your account information, for keeping your credentials confidential, and for all activity under your account. Notify us promptly of any unauthorized use. You are responsible for your team members' and end-users' use of your account.

4. Plans, billing & auto-renewal

Fees. Subscription fees are charged in advance for the billing period you select (monthly or annual). Usage Charges for email, SMS, and similar consumption are billed as incurred or in arrears. All fees are in U.S. dollars and exclusive of taxes, which you are responsible for.

Payment authorization. You authorize us and our payment processor to charge your payment method for all Subscription fees, Usage Charges, and applicable taxes. You must keep a valid payment method on file.

Automatic renewal. Your Subscription automatically renews at the end of each billing period — monthly plans renew monthly, annual plans renew annually — at the then-current rate, unless you cancel before the renewal date. By subscribing, you consent to these recurring charges until you cancel.

Price changes. We may change fees or introduce new charges. For recurring Subscriptions, we will give you notice before a price change takes effect, and the new price applies on your next renewal.

Failed payments. If a charge fails, we may retry, suspend, or downgrade your account until payment is resolved.

5. Cancellation & refunds

You may cancel at any time. We don't lock you into contracts. How cancellation affects billing depends on whether you are on a monthly or annual term.

5.1 How to cancel

Cancel from within your account settings or by emailing [email protected]. Cancellation takes effect at the end of your current paid billing period. To stop the next charge, you must cancel before your next renewal date.

5.2 Monthly plans

Monthly Subscription fees are non-refundable. This includes all monthly plans and monthly AI chat products.

If you cancel, you keep access through the end of the current paid month; we do not prorate or refund partial months.

Cancel before your next billing date to avoid the next charge.

5.3 Annual plans

Annual plans are offered at a discount compared to paying month-to-month. If you cancel an annual plan, the following applies:

Within 30 days of your initial annual payment or of an annual renewal payment, you may request a refund. Because the annual price reflects a discount you only earn by keeping the term, the refund is calculated as:

Refund = Annual amount paid − one month at the standard monthly rate for your plan − non-refundable payment processing fees.

Illustration (Professional plan; figures are examples — insert your actual annual price):

Annual amount paid Less: one month at standard monthly rate Less: non-refundable processing fees (≈ 2.9% + $0.30)

Processing fees are set by our payment processor and are not returned to us when a refund is issued, so they are deducted from the refund. The one-month deduction is charged at the full, non-discounted monthly rate for your plan tier.

After 30 days into an annual term, the annual fee is non-refundable. You may cancel at any time to prevent the next annual renewal, and you keep access through the end of your current paid annual term.

5.4 Usage Charges, setup fees & services

Usage Charges (email, SMS, and similar) are non-refundable, including amounts prepaid as credits, except where required by law.

One-time setup fees and done-for-you / professional services are non-refundable once work has begun and are governed by the applicable SOW or engagement agreement.

6. Acceptable use

You agree not to use the Services to, and not to allow anyone else to:

Send spam or any message in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), carrier rules, or A2P 10DLC requirements.

Message recipients who have not given the consent required by law, or fail to honor opt-out/unsubscribe requests.

Distribute malware, conduct phishing, or attempt to gain unauthorized access to systems or data.

Send or store unlawful, infringing, fraudulent, harassing, hateful, or sexually exploitative content, or content prohibited by our payment processor or messaging providers.

Resell, scrape, reverse-engineer, or overload the Services, or circumvent usage limits or security controls.

Use the Services in violation of applicable law or any third-party rights.

Violations can result in immediate suspension or termination. Because our messaging runs on shared infrastructure, conduct that threatens our sending reputation or provider relationships may be acted on without prior notice.

7. Messaging, consent & deliverability

You are solely responsible for obtaining and documenting the consent required to message your contacts, for honoring opt-outs, and for complying with the TCPA, CAN-SPAM, A2P 10DLC registration, and applicable carrier and anti-spam rules.

You are responsible for the content of all messages you send and for your sender identity, branding, and required disclosures.

We do not guarantee message delivery, inbox placement, or carrier acceptance. Deliverability depends on carriers, mailbox providers, your list quality, and your sending practices.

8. Your data & responsibilities

As between you and us, you own your Customer Data and are responsible for it. You grant us a limited license to host, process, and transmit Customer Data solely to provide and support the Services and as described in our Privacy Policy.

You are the controller of your Customer Data; we act as your processor / service provider. Our processing obligations are set out in our DPA, available on request.

You are responsible for having the legal right and consents to collect, upload, and process Customer Data through the Services.

Regulated data: do not transmit protected health information or other regulated data through the Services unless a Business Associate Agreement (BAA) or appropriate addendum is in place with us. You are responsible for your own compliance obligations (e.g., HIPAA, GLBA, state health-privacy laws).

You are responsible for maintaining your own backups and exports of Customer Data.

9. Intellectual property & license

We and our licensors own the Services, including all software, designs, and trademarks. Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your business during your Subscription. You retain ownership of your own content and Customer Data. You may not use our marks without permission, except as needed to operate any white-label features we provide.

10. White-label & client accounts

If you use white-label features or create sub-accounts for your own clients or team:

You are responsible for your clients' and end-users' use of the Services and for ensuring they comply with terms consistent with these Terms and our Acceptable Use and messaging requirements.

You are responsible for your own agreements, support, and billing with your clients. Your clients are not our customers, and we have no direct obligations to them.

You will indemnify us for claims arising from your clients' or end-users' use of the Services, as set out in Section 14.

11. Third-party services

The Services are built on and integrate with third-party infrastructure and tools, including the underlying platform provider, messaging providers, payment processors, and AI providers. Those services are provided by third parties under their own terms, and we are not responsible for their acts, omissions, availability, or changes. Your use of an integration you enable may be subject to that provider's terms.

12. Availability & "as is"

We aim for high availability but do not guarantee the Services will be uninterrupted, error-free, or secure. We may perform maintenance, modify features, or impose limits. The Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Our total aggregate liability arising out of or relating to the Services or these Terms will not exceed the amounts you paid us for the Services in the twelve (12) months before the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

14. Indemnification

You will defend, indemnify, and hold harmless Orca Marketology, LLC and its affiliates, officers, and employees from any claims, damages, and costs (including reasonable attorneys' fees) arising from: (a) your Customer Data or content; (b) your messaging and your contacts' consent (TCPA/CAN-SPAM/A2P); (c) your or your end-users' or clients' use of the Services; (d) your violation of these Terms or applicable law; or (e) your infringement of any third-party right.

15. Suspension & termination

We may suspend or terminate your access for non-payment, breach of these Terms, violation of the Acceptable Use Policy, or risk to our systems, providers, or other customers.

You may terminate by cancelling per Section 5.

On termination, your license ends and we may delete Customer Data after a reasonable export window, except where retention is required by law. Export your data before your account closes.

Sections that by their nature should survive termination (including fees owed, IP, disclaimers, liability limits, indemnification, and governing law) survive.

16. Changes to the Services or Terms

We may modify the Services and these Terms. For material changes to these Terms, we will provide notice (for example, by email or in-app) before they take effect. Your continued use after the effective date constitutes acceptance. If you do not agree, your remedy is to stop using the Services and cancel.

17. Governing law & disputes

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules.

Any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis, and you and we waive any right to a jury trial or to participate in a class action. Either party may bring an individual claim in small-claims court. You may opt out of this arbitration provision within 30 days of first accepting these Terms by emailing us.

If the arbitration provision above is removed or found unenforceable, the state and federal courts located in Wyoming will have exclusive jurisdiction, and you consent to that venue.

18. Miscellaneous

Entire agreement. These Terms, the Privacy Policy, and any DPA or SOW are the entire agreement between us regarding the Services.

Severability. If any provision is unenforceable, the rest remains in effect.

No waiver. Our failure to enforce a provision is not a waiver.

Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for delays caused by events beyond reasonable control.

Notices. We may provide notices by email or through the Services.

19. Contact

Questions, requests, or to execute a DPA/BAA:

Company: ORCAS Portal dba Orca Marketology, LLC

Email: [email protected]

Mailing address: 30 N Gould St, Ste R Sheridan, WY 82801