ORCA Terms of Service

1. Parties, Business Use, and Authority

1) These Terms govern access to and use of the Service provided by Team Everywhere Co., Ltd. (“Company,” “we,” or “us”) by the business, corporation, public body, or other organization identified in an Order (“Customer”).

2) The Service is offered solely for business and professional use, not personal, family, or household use.

3) A person accepting these Terms, creating an account, or placing an Order represents that they are of legal age and have authority to bind the Customer. The Customer is responsible for its Authorized Users and their compliance with the Agreement.

2. Agreement and Order of Precedence

1) “Agreement” means these Terms, each accepted online or written order, quotation, statement of work, or subscription confirmation (“Order”), the Privacy Policy, the Cookie & Analytics Policy, the Refund Policy, and any data processing addendum or service-level agreement expressly incorporated by reference.

2) A purchase completed through Paddle is also subject to the Paddle Buyer Terms, Paddle Checkout Buyer Terms, and Paddle Refund Policy for the sale transaction, payment, tax, cancellation, and refund services handled by Paddle.

3) If documents conflict, the following order applies: a signed service agreement or data processing addendum, the applicable Order, these Terms, and then other incorporated policies. For a Paddle Transaction, the Paddle Buyer Terms, Paddle Checkout Buyer Terms, and Paddle Refund Policy control payment, tax, cancellation, and refund even if an Order, these Terms, or the Company’s Refund Policy say otherwise.

4) Customer purchase-order terms do not modify the Agreement unless expressly accepted in writing by the Company.

3. Service and Subscription Scope

1) The Company grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right during the Subscription Term to permit its Authorized Users to access and use the Service for the Customer’s internal business operations.

2) Products, quantities, billing units, usage limits, support, Subscription Term, renewal cycle, and fees are specified in the Order, pricing page, or Service checkout.

3) Affiliates may use the Service only if an Order permits it, and the Customer remains responsible for them.

4. Accounts and Customer Responsibilities

1) The Customer must provide accurate account, billing, tax, and contact information; keep it current; designate authorized administrators; protect credentials and authentication methods; and promptly notify the Company of suspected unauthorized access.

2) Accounts may not be shared except through Service-supported permissions.

3) The Customer is responsible for its systems, internet connectivity, endpoint security, lawful instructions, and backups appropriate to its business-continuity requirements.

5. Customer Data and Instructions

1) As between the parties, the Customer retains its rights in data, files, prompts, records, and other material submitted to or generated for the Customer through the Service (“Customer Data”).

2) The Customer grants the Company and its subprocessors a worldwide, limited right to host, copy, transmit, modify, and otherwise process Customer Data only as necessary to provide, secure, support, and improve the Service, comply with documented instructions, and meet legal obligations.

3) The Customer represents that it has all notices, consents, lawful bases, permissions, and rights required for Customer Data and the Company’s processing of it. The Company does not acquire ownership of Customer Data.

6. Privacy, Data Processing, and Security

1) Each party will comply with data-protection laws applicable to its role.

2) Where the Company processes personal data on the Customer’s behalf, the parties may enter into the Company’s then-current data processing addendum, including lawful cross-border transfer mechanisms where required.

3) The Company maintains reasonable technical and organizational safeguards designed to protect Customer Data. No internet service is completely secure, and the Customer must not submit regulated or highly sensitive data unless the applicable Order expressly permits it and required safeguards are agreed in writing.

4) Personal-information practices are further described in the Privacy Policy.

7. Acceptable Use

1) The Customer and Authorized Users must not violate law or another person’s rights; submit unlawful, infringing, deceptive, or malicious content; introduce malware; or send spam or phishing.

2) They must not access another customer’s data; bypass access, security, rate, or usage controls; probe or test vulnerabilities without written authorization; scrape or extract data except through documented features; or reverse engineer or derive source code except where a non-waivable law permits it.

3) They must not benchmark for publication without consent; resell, sublicense, or provide the Service as a service bureau unless an Order allows it; use the Service to build a competing product; or use it in a way that could materially harm the Service or others.

4) The Company may investigate suspected violations and take proportionate protective action.

8. Third-Party Services, Paddle, and Integrations

1) The Service may interoperate with third-party products, marketplaces, payment services, or customer-selected integrations. Third-party terms and privacy practices govern those products.

2) For an Order completed through Paddle (“Paddle Transaction”), Paddle.com Market Ltd or its identified affiliate (“Paddle”) acts as merchant of record and legal seller for the transaction, collects payment, calculates and remits applicable transaction taxes, issues the transaction receipt, and provides first-line support for payment, refund, chargeback, and subscription-cancellation matters.

3) The Company remains the supplier and operator of ORCA and is responsible for product delivery, account access, technical support, and its obligations under these Terms. A Korean PortOne payment is a direct sale by the Company and is not a Paddle Transaction.

4) For a Paddle Transaction, our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for those orders. Paddle provides customer service inquiries and handles returns for the payment.

5) The Company is not responsible for a third party’s acts, omissions, availability, or changes, but this does not limit responsibility that cannot be excluded by law.

6) The Customer authorizes the Company to exchange account, entitlement, Order, and Customer Data with Paddle, PortOne, or another enabled integration as needed to fulfill the Customer’s purchase and instructions.

9. Fees, Currency, and Taxes

1) The Customer must pay the fees and in the currency stated in the Order or checkout. Fees may be billed in advance or in arrears, and usage-based or quantity-based fees are calculated from the billing units and usage records described in the Order or Service.

2) For a Paddle Transaction, Paddle is the seller of record, determines and collects applicable sales tax, VAT, GST, or similar transaction tax based on the Customer’s location and tax status, remits it to the relevant authority, and issues the receipt or invoice for that transaction. The Customer must provide complete and accurate billing address and tax-registration information; any displayed tax treatment may change if that information is invalid or the law changes.

3) For a Korean transaction sold directly by the Company through PortOne, prices include value-added tax. The invoice or checkout may show the supply amount and VAT separately.

4) The Customer remains responsible for its own income taxes, reverse-charge or self-assessment obligations, withholding obligations, and bank, card-issuer, conversion, or cross-border fees. If withholding is legally required on a direct sale, the Customer must provide official evidence and cooperate on available treaty relief.

10. Stored Payment Method and Recurring Payment Authorization

1) When the Customer adds a payment method or purchases a subscription, it authorizes the applicable seller of record—Paddle for a Paddle Transaction and the Company for a direct sale—and its payment processors to securely store or tokenize the payment credentials and to initiate electronic, card, or other supported charges, including off-session charges, for subscription fees, usage charges, adjustments, taxes, and past-due amounts payable under the Agreement.

2) Charges occur at the timing and frequency shown in the Order, checkout, invoice, or Service and continue for each billing cycle until the authorization or subscription is validly cancelled. The amount may vary according to selected products, quantities, usage, discounts, taxes, and approved changes.

3) The Customer authorizes required account-updater services and authentication or mandate procedures. The Company does not receive full card credentials when Paddle or another payment provider hosts and tokenizes the payment method.

4) The Customer may replace its payment method or revoke payment-method authorization through the applicable customer portal or support channel, but revocation does not by itself cancel the subscription or eliminate amounts already due. The Customer must maintain a valid payment method throughout a paid Subscription Term.

5) The Company, Paddle, and their payment processors may retain records of the Customer’s consent and transaction instructions as required by law and payment-network rules.

11. Subscription Term, Renewal, Trials, and Cancellation

1) The initial subscription term and each renewal term (“Subscription Term”) are stated in the Order or checkout. Unless the Order says otherwise, a paid subscription automatically renews for the renewal period disclosed at purchase until cancelled.

2) The Customer may turn off renewal through the ORCA subscription settings or applicable payment customer portal, where available. For a Paddle Transaction, the Customer may use the Paddle Customer Portal or contact help@paddle.com; product-access questions and Korean direct-sale billing questions may be sent to support@orca.partners.

3) Cancellation stops the next renewal. It is not a refund request. Cancellation becomes effective at the end of the current billing period unless the Order, checkout, or mandatory law states otherwise, and access continues until that date. The applicable seller will provide confirmation of cancellation. Deleting an account, removing a payment method, or initiating a chargeback does not cancel a subscription.

4) A trial converts to a paid subscription only where the conversion, price, timing, and payment authorization were disclosed and accepted; otherwise the trial ends without charge. Renewal, trial-ending, price-change, or tax-change notices will be provided where required by applicable law or the applicable checkout terms.

12. Refunds, Credits, and Subscription Changes

1) Which refund rule applies depends on the actual transaction path, not the website language. Domestic and international details are in the Refund Policy.

2) Refunds, duplicate charges, and payment errors for a Korean PortOne direct sale are submitted to the Company at support@orca.partners.

3) Refunds for a Paddle Transaction are requested and processed through Paddle under the Paddle Buyer Terms, Paddle Refund Policy, applicable law, card-network rules, and the refund terms disclosed at checkout. Requests may be submitted through the Paddle Customer Portal or help@paddle.com. Those Paddle terms control payment, cancellation, and refund for that transaction. Paddle may approve, deny, or proactively issue a full or partial refund as the seller of record; the Company must not refund a Paddle Transaction outside Paddle.

4) Pro-rata refunds for unused time, reduced usage, or early cancellation after access or use has begun are not provided as a rule. The used portion of a discounted term purchase (including 3-, 6-, or 12-month committed discounts) is not refunded as a rule, because the discount is the consideration for the full-term commitment. Exceptions apply where required by applicable law, for a material product or technical defect, or, for a Paddle Transaction, under the Paddle Buyer Terms, Paddle Refund Policy, and Paddle’s refund decision.

5) A refund of unused remaining time after cancellation is not a right. Except where mandatory law requires it, a material product or technical defect exists, or—for a Paddle Transaction—the Paddle Buyer Terms, Paddle Refund Policy, or Paddle’s refund decision provides otherwise, the applicable seller may review unused remainder only at its discretion. Unused remainder of a discounted term purchase is not refunded as a rule, because the discount was given for the full committed term.

6) Approved additions and quantity increases may take effect immediately and be charged or reflected on the next invoice; reductions, removals, and plan changes may take effect on the date shown in the Service. Duplicate or erroneous charges will be investigated and corrected by the applicable seller. Promotional credits have no cash value and expire under their stated conditions.

13. Failed Payments, Disputes, and Suspension

1) If a payment fails or is overdue, the applicable seller or its payment processor may retry the payment, ask the Customer to authenticate or update its payment method, and collect undisputed past-due amounts in accordance with applicable law.

2) A Paddle subscription may become past due, unpaid, suspended, or cancelled if Paddle cannot recover the renewal payment, and related Service access may be suspended or revoked.

3) The Customer should first raise a Paddle Transaction billing or chargeback matter with Paddle, and a Korean direct-sale billing matter or a product or access matter with the Company, with supporting details and without limiting non-waivable cardholder rights.

4) The Company may suspend affected paid features after reasonable notice if undisputed fees remain overdue, and may act immediately to prevent fraud or security harm. A knowingly false or abusive chargeback is a material breach, and the Customer is responsible for recovery costs and fees to the extent permitted by law and the applicable transaction terms.

14. Service Changes, Availability, and Beta Features

1) The Company may update the Service to improve functionality, security, interoperability, or legal compliance.

2) The Company will not materially reduce the core functionality of a paid Service during a Subscription Term without reasonable notice, except where necessary to address security, legal, or third-party dependency risks. Scheduled maintenance will be communicated where practicable.

3) Beta, preview, trial, and free features may be changed or discontinued at any time and are provided without a service-level commitment.

15. AI-Enabled Features

1) AI-enabled features may generate inaccurate, incomplete, or non-unique output. The Customer is responsible for reviewing output and deciding whether and how to use it.

2) The Customer must not rely on AI output as a substitute for professional, legal, financial, medical, safety, or other expert judgment, or use it for fully automated decisions that produce legal or similarly significant effects unless permitted by law and expressly supported by the Service.

3) Rights in inputs and outputs are addressed as Customer Data, subject to third-party rights and applicable law; the Company does not guarantee that output is protectable or unique.

16. Intellectual Property and Feedback

1) The Company and its licensors retain all rights in the Service, software, documentation, designs, trademarks, and improvements. No rights are granted except those expressly stated in the Agreement.

2) If the Customer provides suggestions or feedback, it grants the Company a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without identifying the Customer or disclosing its Confidential Information.

17. Confidentiality

1) “Confidential Information” means non-public information disclosed by one party that is identified as confidential or should reasonably be understood to be confidential. It excludes information lawfully known without restriction, independently developed, rightfully received from another source, or public through no breach.

2) The receiving party will use Confidential Information only to perform the Agreement, protect it with at least reasonable care, and disclose it only to personnel and contractors with a need to know and confidentiality obligations. A legally compelled disclosure is permitted after advance notice where lawful.

3) These duties continue for five years after disclosure, and for trade secrets as long as protected by law.

18. Warranties and Disclaimers

1) Each party warrants that it has authority to enter into the Agreement.

2) The Company warrants that a paid Service will materially conform to its applicable documentation under normal authorized use. The Customer’s exclusive remedy for breach of this warranty is for the Company to use commercially reasonable efforts to correct the nonconformity; if the Company cannot do so, the Customer may terminate the affected Service and receive a refund of prepaid fees for the unused remainder of that Subscription Term.

3) Except for these express warranties and to the maximum extent permitted by law, the Service is provided “as is” and “as available,” and the Company disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, and error-free results.

19. Indemnification

1) The Customer will defend and indemnify the Company and its personnel against third-party claims, damages, and reasonable costs arising from Customer Data, the Customer’s unlawful or unauthorized use of the Service, or a material breach of Sections 5 or 7.

2) The Company will defend the Customer against a third-party claim that the paid Service, when used as authorized, directly infringes that party’s intellectual-property right, and will pay finally awarded damages or approved settlements. The Company may modify or replace the affected Service or terminate it and refund prepaid fees for the unused remainder.

3) The Company has no obligation for claims caused by Customer Data, combinations not supplied by the Company, modifications by others, continued use after notice, or use contrary to the Agreement.

4) Indemnification requires prompt notice, control of the defense by the indemnifying party, and reasonable cooperation; no settlement may admit fault or impose non-monetary obligations on the indemnified party without consent.

20. Limitation of Liability

1) To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, goodwill, business opportunity, or data, even if advised of the possibility.

2) Each party’s aggregate liability arising out of the Agreement will not exceed the fees paid or payable by the Customer for the affected Service during the twelve months before the event giving rise to liability.

3) These exclusions and caps do not apply to payment obligations; fraud; wilful misconduct or gross negligence; death or personal injury; breach of confidentiality; infringement or misappropriation of the other party’s intellectual property; indemnification obligations; or liability that applicable law does not permit to be limited.

21. Suspension and Termination

1) Either party may terminate the Agreement for a material breach not cured within thirty days after written notice, or immediately if the other party becomes insolvent, ceases business, or enters analogous proceedings where permitted by law.

2) The Company may immediately suspend access to the extent reasonably necessary to address a security threat, illegal activity, material Acceptable Use violation, or risk to other customers, and will restore access after the issue is resolved where practicable.

3) On termination, the Customer must stop using the Service and pay accrued amounts. Sections intended by their nature to survive will survive, including payment, confidentiality, intellectual property, disclaimers, indemnification, liability, and dispute terms.

4) Customer Data is returned or deleted according to the applicable Order, data processing addendum, Privacy Policy, and Service functionality.

22. Compliance, Export Controls, and Sanctions

1) Each party will comply with laws applicable to its performance under the Agreement, including anti-bribery, trade-control, and sanctions laws.

2) The Customer represents that it and its Authorized Users are not prohibited from receiving the Service under applicable trade restrictions and will not access or use the Service for a prohibited destination, end user, or end use.

3) The Customer is responsible for industry-specific compliance applicable to its operations and Customer Data.

23. Changes and Notices

1) The Company may amend these Terms to reflect Service, legal, security, or business changes. Materially adverse changes will be notified through the Service, website, or registered contact information with reasonable advance notice and will normally apply from the next renewal, unless earlier application is required by law or necessary to address an urgent security or abuse risk.

2) Continued use after the effective date constitutes acceptance where permitted by law; if the Customer objects, its remedy is to stop renewal and terminate as allowed by the then-current Agreement.

3) Operational notices may be provided electronically. Legal notices to the Company must be sent to the contact in Section 26 and are effective upon confirmed receipt.

24. Governing Law and Disputes

1) The Agreement is governed by the laws of the Republic of Korea, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

2) The parties will first attempt in good faith to resolve a dispute through authorized business representatives. If unresolved, the Seoul Central District Court will have exclusive first-instance jurisdiction, except that either party may seek urgent injunctive relief in any court with jurisdiction.

3) Mandatory protections that cannot lawfully be excluded remain unaffected.

25. General

1) Neither party may assign the Agreement without the other party’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the Agreement and is not a direct competitor of the other party. The Company may use subcontractors and remains responsible for its contractual obligations.

2) Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. The Agreement is the entire agreement on its subject and may be amended only as provided in it or in a writing signed by authorized representatives.

3) Failure to enforce a term is not a waiver. If a term is unenforceable, it will be limited to the minimum extent necessary and the remainder continues. The parties are independent contractors; no partnership, agency, employment, fiduciary relationship, or third-party beneficiary is created.

4) Headings are for convenience. Electronic acceptance, records, and signatures are binding to the extent permitted by law. Translations are provided for convenience; for Customers established in Korea the Korean version controls, and for Customers established outside Korea the English version controls to the extent permitted by law.

26. Company and Contact Information

1) Team Everywhere Co., Ltd. · Business Registration No. 723-86-01085 · 133 Jeonpo-daero, Nam-gu, Busan, Republic of Korea (WeWork BIFC).

2) Email: support@orca.partners · Telephone: +82-2-565-0224.