Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between you and Orenna Holdings, PBC ("Orenna", "we", "us"), and govern your access to and use of Orenna Restoration Intelligence and related websites, applications, and APIs (together, the "Service"). By creating an account, accepting these Terms when prompted, or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms, and "you" includes that organization.

2. The Service

Orenna Restoration Intelligence is a decision-support platform for ecological restoration projects. It helps you assemble site characterization data, quantify potential outcomes, model financial scenarios, draft documents, and organize project records. The Service combines your inputs with third-party geospatial and reference data and with artificial-intelligence models to produce estimates, summaries, and draft materials.

We may update, add, or remove features over time. We may also impose or change usage limits to keep the Service reliable and secure.

3. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Service. Authentication is handled through our identity provider; you are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly of any unauthorized use.

Within an organization, administrators may invite, assign roles to, and remove members, and may access and manage content created within the organization. You are responsible for your members' compliance with these Terms.

4. Plans, fees, and billing

Paid plans and their features are described on our pricing page. Unless stated otherwise, fees are billed in advance through our payment processor, are non-refundable except where required by law, and exclude taxes, which are your responsibility. Subscriptions renew for successive periods until cancelled; you may cancel at any time, effective at the end of the current billing period. Free-tier access may be subject to limits, freezes, or discontinuation as described at sign-up or on the pricing page. We may change fees on prospective notice.

5. Your content

As between you and us, you retain all rights to the data, documents, and other materials you submit to the Service ("Customer Content"). You grant us a worldwide, non-exclusive license to host, process, transmit, display, and otherwise use Customer Content solely to provide, secure, and support the Service, and as described in the Privacy Policy. We do not use Customer Content to train our own or any third party's foundation models.

You are responsible for your Customer Content, including having the necessary rights to submit it and to permit the processing described here, and for your use of any outputs.

6. AI-generated output and no professional advice

This is important. The Service uses automated models and third-party data, and its outputs — including site characterizations, regulatory or guidance summaries, quantified outcomes, financial models, and drafted documents — are estimates and decision-support, not professional advice. They may be incomplete, out of date, or wrong.

• The Service does not provide legal, engineering, financial, regulatory,

scientific, or other professional advice, and using it does not create any professional relationship.

• You are solely responsible for independently verifying outputs and for any

decision you make using the Service. Restoration design, permitting, compliance, and financial decisions should be reviewed and approved by qualified professionals.

• Geospatial layers, agency guidance, and reference data are provided by third

parties and may be subject to their own terms and inaccuracies. The Service is not a system of record for any regulatory submission.

7. Acceptable use

You agree not to:

• use the Service in violation of any law or third-party right;
• upload content you lack the right to use, or that is unlawful, infringing, or

harmful;

• attempt to access another tenant's data, probe or breach security, or

circumvent usage limits, rate limits, or access controls;

• reverse engineer, scrape, or copy the Service except as permitted by law;
• resell or provide the Service to third parties except as expressly allowed by

your plan; or

• use the Service to develop a competing product or to train a competing model.

8. Third-party services and bring-your-own keys

The Service interoperates with third-party providers (for example, geospatial data services, identity, payments, and AI model providers). Your use of those services may be governed by their terms. If you supply your own API keys for an AI provider ("BYO keys"), you are responsible for your account with that provider, for that provider's terms and fees, and for the keys you provide; we use them only to make calls on your behalf and handle them as described in the Privacy Policy.

9. Intellectual property

We and our licensors own the Service, including its software, models, templates, and content (excluding Customer Content). We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service per these Terms. Feedback you provide may be used by us without obligation to you.

10. Disclaimers

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that any output is accurate, complete, or suitable for your purpose. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill, arising out of or relating to the Service. Our total liability arising out of or relating to these Terms or the Service will not exceed the greater of the amounts you paid us for the Service in the twelve months before the event giving rise to the claim, or one hundred U.S. dollars (US$100). These limits apply notwithstanding any failure of essential purpose.

12. Indemnification

You will defend, indemnify, and hold us harmless from claims, losses, and expenses (including reasonable legal fees) arising out of your Customer Content, your use of the Service, or your breach of these Terms, except to the extent caused by us.

13. Term, suspension, and termination

These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate access if you breach these Terms, create risk or legal exposure, or fail to pay, and we may discontinue the Service on reasonable notice. On termination, your right to use the Service ends; we handle your data after termination as described in the Privacy Policy, including applicable retention windows.

14. Changes to these Terms

We may update these Terms. When changes are material, we will update the version and, where appropriate, ask you to accept the updated Terms before continuing to use the Service. Your continued use after an update means you accept the updated Terms.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for disputes not subject to any agreed alternative dispute-resolution process.

16. General

These Terms, the Privacy Policy, and any plan terms are the entire agreement between you and us regarding the Service. If a provision is unenforceable, the rest remains in effect. We may assign these Terms in connection with a merger, acquisition, or sale of assets; you may not assign them without our consent. Our failure to enforce a provision is not a waiver.

17. Contact

Questions about these Terms: legal@orenna.io · Orenna Holdings, PBC, 2996 107th Ave., Oakland, CA 94605.