Customer Agreement

2.1 Provision of the Service. Orika will make the Service available to Customer during each subscription term in accordance with this Agreement, the applicable Order Form, and the DPA. In ordinary operation, the Service answers designated inbound calls for Customer, conducts intake conversations with Callers, collects contact and matter information, applies Customer-configured intake and qualification rules, offers consultation scheduling where enabled, and delivers the resulting information to Customer through the dashboard and configured notifications.

2.2 Access Rights. Subject to this Agreement, Orika grants Customer a non-exclusive, non-transferable right during each subscription term to access and use the Service for Customer’s internal business purposes in operating its legal practice.

2.3 Accounts and Users. Customer is responsible for maintaining the confidentiality of its account credentials, for all activity under its account, and for ensuring that its personnel who use the Service (its “Users”) comply with this Agreement. Customer will promptly notify Orika of any suspected unauthorized use of its account.

2.4 Support; Availability. Orika will provide reasonable support to Customer through the channels described in the Documentation or the Order Form, and will use commercially reasonable efforts to make the Service available on a continuous basis, excluding planned maintenance and events outside Orika’s reasonable control. Any service-level commitments, if offered, will be set out in the Order Form or an attached service-level addendum.

2.5 Changes to the Service. Orika may modify and improve the Service from time to time, provided that no such change will materially reduce the core functionality of the Service purchased by Customer during a paid subscription term.

2.6 Beta Features. Orika may make optional pre-release or beta features available to Customer. Beta features are provided “as is,” may be modified or discontinued at any time, and are excluded from the warranties in Section 10 and any service-level commitments.

3.1 AI-Generated Interactions. The Service uses artificial intelligence to conduct spoken and written conversations. Customer acknowledges that AI-generated output is probabilistic and may occasionally be inaccurate, incomplete, or misdirected notwithstanding Orika’s design safeguards. Customer is responsible for reviewing intake information collected by the Service before relying on it, including before making any decision about representation, deadlines, or legal strategy.

3.2 No Legal Advice; No Practice of Law. Orika is a technology provider. Orika is not a law firm, does not practice law, and does not provide legal advice, legal opinions, or legal representation to Customer, Callers, or anyone else. The Service is designed to collect information and deliver Customer-approved informational content only. Customer is solely responsible for all legal services and legal advice provided to its clients and prospective clients, including conflicts checks, engagement decisions, and the identification and management of deadlines and limitation periods.

3.3 No Attorney-Client Relationship with Orika. No attorney-client relationship is created between Orika and any Caller, or between Orika and Customer, by virtue of the Service. Customer is solely responsible for determining when and whether an attorney-client relationship forms between Customer and any Caller and for communicating that status to Callers as required by applicable professional conduct rules.

3.4 Customer’s Professional Responsibilities. Customer is solely responsible for its compliance with the rules of professional conduct applicable to it, including rules governing supervision of nonlawyer assistance, confidentiality of client information, advertising and solicitation, and fee arrangements. Upon reasonable request, Orika will provide Customer with information about the Service’s operation and data handling reasonably necessary for Customer to meet its supervisory and confidentiality obligations.

4.1 Configuration. Customer is responsible for the accuracy and lawfulness of its configuration of the Service, including its practice-area descriptions, intake questions, qualification rules, approved informational messaging, business hours, scheduling rules, staff information, and notification settings. The Service acts on Customer’s configuration; Orika is not responsible for the consequences of inaccurate or unlawful configuration.

4.2 Acceptable Use. Customer will not, and will not permit anyone to: (a) use the Service in violation of applicable law or the rights of any person; (b) use the Service to deceive or defraud any person, including by disabling or circumventing disclosures that the Service is automated where such disclosures are required by law; (c) interfere with or disrupt the integrity or performance of the Service; (d) attempt to gain unauthorized access to the Service or its related systems, or access data of any other Orika customer; (e) reverse engineer, decompile, or copy the Service except as permitted by law notwithstanding this limitation; or (f) resell, sublicense, or provide the Service to any third party, or use it on behalf of any law firm other than Customer, except as expressly agreed in an Order Form.

4.3 Call Recording, Transcription, and Monitoring Laws. The Service creates transcripts of Caller interactions and may process call audio to do so. The parties intend that all such processing occurs on Customer’s behalf and at Customer’s direction. Customer is responsible for ensuring that its use of the Service complies with applicable call recording, monitoring, wiretap, and communications-consent laws in the jurisdictions relevant to its practice, including the configuration of any Caller-facing disclosures. Orika will provide configurable disclosure functionality and will not remove Customer-configured disclosures.

4.4 Notices to Callers. Customer is responsible for providing any privacy notices to Callers and clients required of Customer under applicable law and its professional obligations.

4.5 Telephone Numbers and Call Routing. Telephone numbers provisioned for Customer through Orika’s telephony providers are subject to those providers’ terms and applicable telecommunications regulations. Customer retains the rights afforded to it under applicable number-portability rules, and upon termination Orika will reasonably cooperate with Customer’s porting of numbers assigned to Customer’s account. Customer is responsible for the configuration of forwarding or routing from numbers Customer controls.

5.1 Ownership; License to Orika. As between the parties, Customer owns all Customer Data. Customer grants Orika a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to: (a) provide, maintain, secure, and support the Service; (b) prevent or address service, security, or technical issues; and (c) comply with law or as expressly permitted in writing by Customer. Orika acquires no other rights in Customer Data.

5.2 No AI Training; Limited Analytics. Orika will not use Customer Data or Caller Data to train or fine-tune artificial intelligence or machine learning models, and will contractually require the same of its Subprocessors with respect to Customer Data they process for Orika. Orika may generate and use Usage Data to operate, secure, benchmark, and improve the Service, provided Usage Data is at all times de-identified and aggregated such that it does not identify, and cannot reasonably be used to identify, Customer, any Caller, or any other individual.

5.3 Data Processing Addendum. The DPA governs Orika’s processing of personal data within Customer Data and is incorporated into this Agreement. If the DPA conflicts with this Agreement with respect to the processing of personal data, the DPA controls.

5.4 Security. Orika will maintain an information-security program with administrative, physical, and technical safeguards designed to protect Customer Data, including encryption of Customer Data in transit and at rest, logical tenant isolation, and role-based access controls, as further described in the DPA. Orika will not materially diminish these protections during a subscription term and will notify Customer of any security incident affecting Customer Data as required by the DPA.

5.5 Subprocessors. Customer authorizes Orika to use the Subprocessors listed at https://withorika.com/subprocessors and any replacements or additions made in accordance with the DPA, which requires notice of changes. Orika is responsible for its Subprocessors’ performance of Orika’s data-protection obligations under this Agreement to the same extent as if performed by Orika.

5.6 Data Export; Deletion. During each subscription term, Customer may access and export Customer Data through the Service. For thirty (30) days following termination or expiration, Orika will make Customer Data available for export upon request. Thereafter, Orika will delete Customer Data within sixty (60) days, except that (a) residual copies in routine backups will be deleted in the ordinary course of backup rotation, and (b) Orika may retain data as required by law, in each case subject to the confidentiality and security obligations of this Agreement for as long as it is retained.

6.1 Connections. Customer may connect Third-Party Services to the Service, such as calendar systems, practice-management or CRM systems, and Customer’s own payment-processing account for collecting consultation fees. By connecting a Third-Party Service, Customer authorizes Orika to exchange Customer Data with it as necessary to provide the requested functionality.

6.2 Responsibility. Third-Party Services are governed by Customer’s agreements with their providers. Orika does not control and is not responsible for Third-Party Services, including their availability, security, or data-handling practices. Consultation fees collected from Callers, where that feature is enabled, are processed through Customer’s own payment-processing account; Orika is not a party to, and has no responsibility for, any fee arrangement between Customer and any Caller.

7.1 Fees. Customer will pay the fees stated in each Order Form. Except as expressly stated in this Agreement or an Order Form, fees are non-refundable and payment obligations are non-cancelable.

7.2 Payment Terms. Unless the Order Form states otherwise, subscription fees are billed in advance, usage-based fees are billed in arrears, and amounts are due upon receipt of invoice via the payment method on file, or within thirty (30) days of invoice where Orika has agreed to invoice-based payment.

7.3 Late Payment; Suspension. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. If undisputed amounts are more than thirty (30) days overdue, Orika may suspend the Service upon at least ten (10) days’ prior written notice until paid. Orika will not exercise suspension rights with respect to amounts Customer disputes reasonably and in good faith while the parties work to resolve the dispute.

7.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, and similar taxes arising from its purchases, excluding taxes on Orika’s income.

7.5 Fee Changes. Orika may change fees effective upon renewal of the then-current subscription term by giving Customer at least thirty (30) days’ prior written notice. If Customer does not wish to renew at the changed fees, Customer may elect not to renew.

8.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) under this Agreement that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer’s Confidential Information includes all Customer Data, and all Caller Data is Customer’s Confidential Information regardless of marking or whether any attorney-client relationship exists with the Caller. Orika’s Confidential Information includes the non-public aspects of the Service, its Documentation, security information, and pricing.

8.2 Obligations. Recipient will: (a) protect Discloser’s Confidential Information using at least the same degree of care it uses for its own similar information, and no less than reasonable care; (b) use it only to exercise its rights and perform its obligations under this Agreement; and (c) disclose it only to its employees, advisors, and (in Orika’s case) Subprocessors who need to know it for those purposes and are bound by confidentiality obligations at least as protective as this Section 8.

8.3 Acknowledgment of Professional Duties. Orika acknowledges that Caller Data may include information subject to Customer’s duty of confidentiality under applicable rules of professional conduct and information that Customer or a Caller may assert is privileged. Orika will treat all Caller Data in accordance with this Section 8 and the DPA, and nothing in Orika’s handling of Caller Data is intended to effect a waiver of any privilege or protection.

8.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to Recipient without restriction before disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of Discloser’s Confidential Information. These exclusions do not apply to personal data within Caller Data, which remains subject to the DPA.

8.5 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or legal process, provided that (unless legally prohibited) Recipient gives Discloser prompt notice and reasonable cooperation, at Discloser’s expense, in seeking protective treatment, including reasonable cooperation with any assertion by Customer that Caller Data is privileged or otherwise protected.

8.6 Duration; Equitable Relief. The obligations in this Section 8 continue for five (5) years after termination of this Agreement, except that obligations with respect to Caller Data and trade secrets continue for as long as Recipient retains the information. Breach of this Section 8 may cause irreparable harm, and Discloser is entitled to seek injunctive relief in addition to other remedies.

9.1 Orika Property. Orika and its licensors own all right, title, and interest in and to the Service, the Documentation, and all related software, models, technology, and improvements, including improvements developed using Usage Data. No rights are granted to Customer except as expressly set out in this Agreement.

9.2 Feedback. If Customer provides suggestions or feedback about the Service, Orika may use them without restriction or obligation, provided that Orika does not disclose Customer as the source and does not use Customer’s Confidential Information in doing so.

10.1 Mutual Warranties. Each party represents and warrants that it is validly existing, that it has the authority to enter into this Agreement, and that its performance will comply with applicable law.

10.2 Orika Warranties. Orika warrants that during each subscription term: (a) the Service will perform materially in accordance with the Documentation; and (b) Orika will not knowingly introduce viruses or other malicious code into the Service.

10.3 Remedy. For breach of the warranty in Section 10.2(a), Orika will use commercially reasonable efforts to correct the non-conformity, and if Orika cannot do so within thirty (30) days of Customer’s notice, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused fees. This is Customer’s exclusive remedy for breach of that warranty, without limiting Customer’s rights under Sections 11 and 12.

10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE SERVICE IS PROVIDED “AS IS,” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ORIKA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-GENERATED INTERACTIONS OR TRANSCRIPTS WILL BE ACCURATE OR COMPLETE IN EVERY INSTANCE, OR THAT USE OF THE SERVICE WILL RESULT IN ANY PARTICULAR VOLUME OR QUALITY OF LEADS, ENGAGEMENTS, OR OUTCOMES.

11.1 By Orika. Orika will defend Customer against any third-party claim alleging that the Service, as provided by Orika and used as permitted under this Agreement, infringes a patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer against the resulting damages and costs finally awarded or agreed in settlement. If such a claim arises or is likely, Orika may procure the right for Customer to continue using the Service, modify the Service to be non-infringing without material loss of functionality, or terminate the affected Order Form and refund prepaid, unused fees. Orika has no obligation for claims arising from Customer Data, Third-Party Services, Customer’s configurations, or combinations of the Service with items not provided by Orika where the claim would not have arisen but for the combination.

11.2 By Customer. Customer will defend Orika against any third-party claim arising from: (a) Customer Data, including claims that Customer’s approved messaging or configurations are unlawful; (b) the legal services or legal advice Customer provides or fails to provide; (c) Customer’s violation of call recording, monitoring, or communications-consent laws, or of professional conduct rules; or (d) Customer’s use of the Service in violation of this Agreement or law; and Customer will indemnify Orika against the resulting damages and costs finally awarded or agreed in settlement.

11.3 Procedure. The indemnified party must give prompt written notice of the claim (except to the extent the delay does not prejudice the indemnifying party), grant the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party without admission of fault by it), and provide reasonable cooperation at the indemnifying party’s expense.

12.1 Exclusion of Certain Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY.

12.2 General Cap. EXCEPT AS SET OUT IN SECTIONS 12.3 AND 12.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ORIKA IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

12.3 Enhanced Cap. FOR LIABILITY ARISING FROM A PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY) OR FROM ORIKA’S BREACH OF ITS SECURITY OR DATA-PROTECTION OBLIGATIONS UNDER SECTION 5 OR THE DPA, THE CAP IN SECTION 12.2 IS INCREASED TO TWO TIMES (2X) THAT AMOUNT.

12.4 Exceptions. NOTHING IN THIS SECTION 12 LIMITS LIABILITY FOR A PARTY’S FRAUD OR WILLFUL MISCONDUCT, CUSTOMER’S PAYMENT OBLIGATIONS, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

12.5 Allocation of Risk. The parties agree that this Section 12 reflects a reasonable allocation of risk and that Orika’s pricing reflects this allocation.

13.1 Term. This Agreement begins on the Effective Date and continues while any Order Form is in effect. Each Order Form’s subscription term renews automatically for successive periods equal to the initial subscription term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

13.2 Termination for Cause. Either party may terminate this Agreement or an affected Order Form if the other party materially breaches this Agreement and fails to cure within thirty (30) days of written notice, or immediately upon written notice if the other party becomes subject to insolvency, receivership, or similar proceedings that are not dismissed within sixty (60) days.

13.3 Effect of Termination. Upon termination or expiration: (a) Customer’s access rights end and Customer will stop using the Service; (b) fees accrued through the effective date of termination are due; (c) if Customer terminates for Orika’s uncured material breach, Orika will refund prepaid fees for the unused remainder of the subscription term; and (d) data export and deletion are governed by Section 5.6.

13.4 Survival. Sections 1, 3, 5.1, 5.2, 5.6, 7 (with respect to accrued amounts), 8, 9, 10.4, 11, 12, 13.3, 13.4, 14, and 15 survive termination or expiration of this Agreement.

14.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules.

14.2 Informal Resolution. Before initiating a formal proceeding (other than one seeking equitable relief), the initiating party will give the other party written notice of the dispute, and the parties will attempt in good faith to resolve it within thirty (30) days.

14.3 Arbitration. Any dispute arising out of or relating to this Agreement that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware (with hearings conducted remotely where practicable at either party’s request), in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration and award will be kept confidential, subject to disclosures required by law.

14.4 Exceptions. Either party may (a) bring an individual claim within the jurisdictional limits of small-claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information (including, in Customer’s case, Caller Data).

14.5 No Class Actions. Disputes will be resolved on an individual basis only. Neither party may participate in a class, consolidated, or representative action against the other, and the arbitrator may not consolidate proceedings or preside over any form of representative proceeding. If this Section 14.5 is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court.

15.1 Order of Precedence. If there is a conflict among documents, the order of precedence is: (a) the Order Form; (b) the DPA (with respect to processing of personal data); and (c) this Agreement. An Order Form may amend this Agreement only by express reference to the provision being amended.

15.2 Updates to this Agreement. Orika may update this Agreement from time to time by posting the updated version and providing Customer at least thirty (30) days’ notice. Updates take effect upon the start of Customer’s next subscription term following the notice period, except that changes required by law or applicable to new features may take effect sooner as stated in the notice. Material changes will not reduce the data-protection commitments in Sections 5 and 8 during a paid subscription term without Customer’s consent.

15.3 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign it in its entirety, upon written notice, in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the non-assigning party and assumes all obligations. Any other attempted assignment is void.

15.4 Notices. Notices under this Agreement must be in writing and given by email. Notices to Orika must be sent to support@withorika.com. Notices to Customer will be sent to the account owner’s email address on file or the email address specified on the Order Form; Customer is responsible for keeping that address current. Email notice is effective upon transmission, absent an automated delivery failure.

15.5 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate and resume performance.

15.6 Relationship; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement creates no partnership, agency, or employment relationship, and there are no third-party beneficiaries, including Callers.

15.7 Publicity. Neither party will use the other party’s name or logo publicly without the other party’s prior written consent.

15.8 Entire Agreement; Waiver; Severability. This Agreement, together with each Order Form and the DPA, is the parties’ entire agreement regarding its subject matter and supersedes all prior or contemporaneous agreements and communications on that subject, including any non-disclosure agreement between the parties covering the same information, which is superseded as of the Effective Date with respect to information exchanged under this Agreement. A waiver is effective only in writing and only for the instance given. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect.

15.9 Counterparts; Electronic Acceptance. Each Order Form may be executed in counterparts, including by electronic signature, and electronic acceptance of this Agreement has the same effect as a signature.