Terms of Service

1. Acceptance of Terms

1.1. By creating an account, signing in, or otherwise accessing or using the Services, you confirm that you have read, understand, and agree to these Terms.

1.2. If you are entering into these Terms on behalf of an organization (a “Customer”), you represent and warrant that you have the authority to bind that organization, and “you” refers to both you and that organization.

1.3. If you do not agree to these Terms, you may not use the Services.

1.4. Where you have a separately signed master services agreement, order form, or pilot agreement with Orsentim, that signed agreement controls in the event of a conflict with these Terms.

2. Eligibility

2.1. You must be at least 18 years old and have the legal capacity to enter into a binding contract under the laws of your jurisdiction.

2.2. You must not be barred from using the Services under applicable law.

2.3. The Services are not directed to children under 13, and we do not knowingly permit anyone under 13 to create an account.

3. Accounts and Security

3.1. Registration. To use most features, you must create an account using accurate, current, and complete information, and keep that information up to date.

3.2. Credentials. You are responsible for maintaining the confidentiality of your password and any authentication credentials, including credentials issued through Google sign-in.

3.3. One account per user. Each individual must have their own account. You may not share your account credentials with any other person.

3.4. Activity on your account. You are responsible for all activity that occurs under your account, except activity that results from our breach of these Terms or our security obligations.

3.5. Notice of unauthorized use. You must notify us promptly at the contact address in Section 22 if you suspect any unauthorized access to or use of your account.

3.6. Administrator authority. If your account is part of a Customer’s workspace, the Customer’s administrators may control your account, including changing roles, suspending access, and accessing or exporting Customer Data associated with your account.

4. Description of the Service

4.1. Portal is a multi-tenant analytics software-as-a-service product that, among other things, embeds Microsoft Power BI and Microsoft Fabric reports for Customer organizations, provides user and access management, an invoicing module, and (where enabled) AI-assisted features such as Portal AI.

4.2. We may modify, add, or remove features at our discretion. We will not materially decrease the functionality of a paid subscription during a paid period without notice.

5. License Grant

5.1. Subject to your compliance with these Terms and payment of any applicable fees, Orsentim grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business or personal purposes.

5.2. All rights not expressly granted in these Terms are reserved by Orsentim.

6. Acceptable Use

You agree not to, and not to permit or enable any third party to:

1. Use the Services to violate any law, regulation, or third-party right.
2. Resell, sublicense, lease, or otherwise commercially exploit the Services without our prior written consent.
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent permitted by applicable law.
4. Copy, modify, or create derivative works of the Services or any of our intellectual property.
5. Scrape, crawl, harvest, or extract data from the Services using automated means without our prior written consent.
6. Conduct any security testing, penetration testing, vulnerability scanning, or load testing of the Services without our prior written authorization.
7. Interfere with, disrupt, or attempt to gain unauthorized access to the Services or any related system or network.
8. Upload or transmit viruses, malware, or other harmful code.
9. Use the Services to send unsolicited communications, spam, or phishing content.
10. Upload, store, or process content that is infringing, defamatory, harassing, obscene, or otherwise unlawful.
11. Use the Services to develop a competing product or service, or to benchmark the Services for the purpose of public disclosure without our consent.
12. Misrepresent your affiliation with any person or organization.

We may suspend or terminate access for any violation of this Section 6.

7. Customer Data

7.1. Definition. “Customer Data” means data, content, files, reports, queries, prompts, model outputs, and other information that you, your users, or your administrators upload to, generate within, or connect to the Services through the Service.

7.2. Ownership. As between you and Orsentim, you retain all right, title, and interest in and to Customer Data. Orsentim does not claim ownership of Customer Data.

7.3. License to Orsentim. You grant Orsentim a limited, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to: (a) provide and operate the Services; (b) prevent or address technical or security issues; (c) comply with law; and (d) as otherwise authorized by you.

7.4. Your responsibility for Customer Data. You represent that you have all necessary rights, consents, and permissions to provide Customer Data to the Services and to authorize Orsentim’s processing of Customer Data as described in these Terms and our Privacy Policy.

7.5. No training of general models on Customer Data. Orsentim does not use Customer Data to train general-purpose machine learning models.

7.6. Backups. While we maintain reasonable backup procedures, you are responsible for maintaining your own backups of Customer Data.

8. Subscriptions, Fees, and Payment

8.1. Pricing. Subscription fees, billing frequency, and feature tiers are described on the Services or in your order form. All fees are stated in U.S. dollars unless otherwise noted.

8.2. Payment processor. Subscription payments are processed by Stripe. By providing payment information, you authorize us and Stripe to charge the applicable fees, taxes, and any renewal amounts.

8.3. Auto-renewal. Subscriptions automatically renew at the end of each billing cycle (e.g., monthly or annually) at the then-current rate, unless you cancel before the renewal date.

8.4. Cancellation. You may cancel your subscription at any time through your account settings or by contacting support@orsentim.com. Cancellation takes effect at the end of the then-current billing period.

8.5. Refunds. Except as required by applicable law or expressly stated in an order form, fees are non-refundable, including for partial billing periods, unused features, or downgrades.

8.6. Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, value-added, withholding, or similar taxes, except for taxes based on Orsentim’s net income.

8.7. Late or failed payments. If a payment fails or is past due, we may suspend or terminate your access to the Services. We may also charge interest at the lower of 1.5% per month or the maximum rate permitted by law.

8.8. Price changes. We may change subscription prices. For paid subscriptions, we will provide at least 30 days’ prior notice (by email or in-product notice) before a price increase takes effect. Continued use of the Services after the effective date of the change constitutes acceptance of the new price.

9. Free Trials and Pilots

9.1. We may offer free trials, beta access, or paid pilots of the Services. Such offerings may be subject to additional terms.

9.2. Where you and Orsentim have signed a separate Pilot Agreement or order form, that document governs the trial or pilot in the event of a conflict with these Terms.

9.3. Trial and beta features are provided “AS IS” without any warranty, and Orsentim may modify or discontinue them at any time.

10. Intellectual Property

10.1. Orsentim IP. The Services, including all software, code, design, branding, documentation, and underlying technology, are owned by Orsentim or its licensors and are protected by intellectual property and other laws. Except for the limited license in Section 5, these Terms do not grant you any rights in the Services.

10.2. Customer IP. Customer Data and any intellectual property rights in it remain with you, subject to the license granted in Section 7.

10.3. Feedback. If you provide suggestions, ideas, or feedback about the Services (“Feedback”), you grant Orsentim a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate the Feedback into the Services or any other Orsentim product, without obligation or attribution.

10.4. Trademarks. “Orsentim,” “Portal,” and Orsentim’s logos are trademarks of TwoSensus LLC. You may not use them without our prior written consent.

11. Confidentiality

11.1. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including non-public technical, business, and financial information, and Customer Data.

11.2. Recipient will: (a) use Confidential Information only to perform under these Terms; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its personnel and contractors with a need to know who are bound by confidentiality obligations.

11.3. Confidential Information does not include information that is or becomes public without breach, was independently developed, was rightfully received from a third party without restriction, or was already known to Recipient without obligation.

11.4. Recipient may disclose Confidential Information as required by law, provided it gives Discloser prompt notice and reasonable cooperation to seek protective treatment, where legally permissible.

12. Third-Party Services

12.1. The Services may interoperate with third-party products and services, including Microsoft Power BI, Microsoft Fabric, Google, Stripe, and others. Your use of those products and services is governed by their own terms and privacy policies.

12.2. Orsentim is not responsible for, and does not endorse, third-party products and services. We do not control and are not liable for the availability, accuracy, content, or practices of third parties.

13. Disclaimers

13.1. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

13.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORSENTIM DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

13.3. ORSENTIM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, RELIABLE, OR PRESERVED WITHOUT LOSS.

13.4. AI-ASSISTED FEATURES (INCLUDING PORTAL AI) MAY PRODUCE INCORRECT, INCOMPLETE, OR OFFENSIVE OUTPUTS. YOU ARE RESPONSIBLE FOR REVIEWING AND VALIDATING ALL AI-GENERATED CONTENT BEFORE RELYING ON IT.

13.5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN WHICH CASE THE EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Limitation of Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ORSENTIM, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ORSENTIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2. ORSENTIM’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO ORSENTIM FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

14.3. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

14.4. CERTAIN JURISDICTIONS, INCLUDING FLORIDA, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR CERTAIN OTHER CLAIMS. NOTHING IN THESE TERMS LIMITS LIABILITY FOR THOSE MATTERS WHERE LIMITATION IS PROHIBITED BY APPLICABLE LAW.

15. Indemnification

15.1. You will defend, indemnify, and hold harmless Orsentim, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. Your or your users’ use of the Services in violation of these Terms or applicable law.
2. Customer Data, including any allegation that Customer Data infringes a third party’s rights.
3. Your breach of any representation, warranty, or obligation in these Terms.
4. Any negligent, reckless, or intentional misconduct by you or your users.

15.2. Orsentim will provide you with prompt notice of the claim, reasonable cooperation, and the right to control the defense and settlement, provided that any settlement requiring an admission or payment by Orsentim requires Orsentim’s prior written consent.

16. Termination

16.1. By you. You may terminate your account at any time by canceling your subscription and discontinuing use of the Services.

16.2. By Orsentim. We may suspend or terminate your access to the Services, with or without notice, if: (a) you breach these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law; (d) your use of the Services poses a security or legal risk; or (e) we discontinue the Services.

16.3. Effects of termination. Upon termination:

1. Your right to access and use the Services ceases immediately.
2. We will, for a period of 30 days following termination (the “Data Export Window”), make Customer Data available for export through standard mechanisms in the Services, except where we are legally restricted from doing so or where you have materially breached these Terms.
3. After the Data Export Window, we may delete Customer Data in the ordinary course, subject to legal retention obligations and our backup procedures.

16.4. Survival. Sections that by their nature should survive termination (including Sections 7, 8.5, 10, 11, 13, 14, 15, 18, 19, 21, and 22) survive.

17. Modifications to the Terms

17.1. We may update these Terms from time to time. When we do, we will revise the “Last Updated” date at the top of these Terms.

17.2. For material changes, we will provide at least 30 days’ prior notice (by email or in-product notice), where reasonably practicable.

17.3. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance. If you do not agree to the updated Terms, you must stop using the Services and may cancel your subscription.

18. Governing Law and Venue

18.1. These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles.

18.2. Subject to Section 19, the state and federal courts located in Pasco County, Florida (or the nearest competent court of the State of Florida) have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services. You consent to personal jurisdiction and venue in those courts.

18.3. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Dispute Resolution

19.1. Informal resolution. Before filing any formal proceeding, the parties will attempt in good faith to resolve any dispute by sending a written notice of the dispute to the other party at the contact address in Section 22 and engaging in good-faith discussion for at least 30 days.

19.2. Mediation. If the dispute is not resolved informally, the parties will attempt to resolve it through non-binding mediation administered by a mutually agreed mediator in Pasco County, Florida. Each party bears its own costs and shares the mediator’s fees equally.

19.3. Binding arbitration. If the dispute is not resolved through mediation within 60 days of initiating mediation, either party may submit the dispute to binding arbitration administered by JAMS or the American Arbitration Association under their then-current commercial rules, in Pasco County, Florida (or another mutually agreed location). Judgment on the award may be entered in any court of competent jurisdiction.

19.4. Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement of intellectual property, breach of confidentiality, or other matters where monetary damages would be inadequate.

19.5. No class actions. To the maximum extent permitted by law, the parties waive any right to participate in a class, collective, or representative action. Disputes will be resolved on an individual basis only.

20. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet outages, denial-of-service attacks, or third-party infrastructure failures. The affected party will use reasonable efforts to mitigate the effect.

21. General

21.1. Entire agreement. These Terms, together with the Privacy Policy and any signed agreement or order form between the parties, constitute the entire agreement between you and Orsentim regarding the Services, superseding all prior or contemporaneous understandings.

21.2. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to be enforceable while preserving its intent.

21.3. No waiver. Failure or delay by either party in exercising a right is not a waiver of that right. A waiver is effective only if in writing and signed by the waiving party.

21.4. Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets, or to an affiliate. Any unauthorized assignment is void.

21.5. Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or fiduciary relationship.

21.6. Notices. We may give notice by email to the address associated with your account, by in-product notice, or by posting on the Services. You will give notice to us at the email address in Section 22.

21.7. Headings. Headings are for convenience only and do not affect interpretation.

21.8. Export controls and sanctions. You represent that you are not located in, and will not use the Services on behalf of any person located in, a country or region subject to U.S. embargo, and that you are not on any U.S. or other applicable government restricted-party list.

21.9. U.S. government users. The Services are commercial computer software, and any use by U.S. government users is subject to standard commercial terms only.

22. Contact

If you have questions about these Terms, contact us at:

• Email: support@orsentim.com
• Mailing address: TwoSensus LLC d/b/a Orsentim, 3222 Bryant Park Drive, New Port Richey, FL 34655, United States