DRAFT, subject to attorney review before live use. This document is a template prepared by in-house counsel. It is not legal advice and must be reviewed by a licensed attorney before it is used with any customer.

Subscription Terms

This is the agreement for an Orcha Collective subscription — the Creator, Pro, Studio, and Enterprise plans. A subscription is a standing license to use covered tracks in the ways your plan allows, for as long as your plan is active. Bigger uses are still licensed one at a time; your plan tells you which uses it covers and which route to a per-license quote.

Parties. This agreement is between Orcha Systems LLC, doing business as Orcha Collective ("Orcha," "we," "us"), and you, the subscriber ("you"). It takes effect when your subscription starts.

1. The Plans

Prices are in US dollars and are the current defaults; the price you see and agree to at checkout is the price that governs your plan. The annual option bills twelve months at the annual monthly rate as one yearly charge (for example, Creator annual is $9.99 × 12 = $119.88 per year).

2. What a Subscription Grants

Your plan gives you a non-exclusive license to use covered tracks in the covered ways below. A subscription is always non-exclusive — it never removes a track from the catalog or locks anyone else out.

Covered by every self-serve plan:

• Your own personal, social, web, podcast, and online-course use.

Added on Pro and Studio (and Enterprise):

• Client deliverables (freelance and agency work).
• Paid digital ads up to $5,000 per month of ad spend (Enterprise negotiates a higher ceiling).
• Stems included. (Creator does not include stems.)

Your license is stamped to your plan, with no per-track fee for a covered use.

3. What a Subscription Does Not Cover

Some uses are always priced per placement and are never part of a subscription, no matter your plan:

• Broadcast, film, TV, streaming series, and national ad campaigns.
• Video games and other uses not modeled as a small-use type.
• Exclusivity of any kind. A subscription is non-exclusive; an exclusive deal is always a separate, hand-priced license.
• Stems on Creator, and client or paid-ad work on Creator.

When you ask for something your plan does not cover, we route you to a per-license quote instead of silently charging you. That is by design: it keeps the subscription honest and affordable, and it keeps the high-value uses on the rate card. See the Sync License Agreement for how a per-placement license works.

4. Seats

Creator and Pro are single-seat. Studio includes 3 seats and lets you add more at $15 per seat per month. Enterprise seats are set in your contract. How seats are administered — who may use one, and the account owner's responsibility for the people on the team — is set out in the Team License.

5. Billing, Renewal, and Cancellation

• Billing. Subscriptions are billed through Stripe on the cadence you chose (monthly or annually).
• Auto-renewal. Your plan renews automatically at the end of each period at the then-current price for your plan, until you cancel.
• Cancellation. You can cancel anytime to stop the next renewal. Cancelling stops future charges; it does not refund the period you are already in. See the Refund Policy.
• Price changes. If we change a plan's price, we will give you notice, and the new price applies from your next renewal, not mid-term.

6. What Happens to Work You Already Published

Work you published while your subscription was active stays licensed for that use, even after you cancel or downgrade. You do not have to take down a video you already released. What ends when your plan ends is your right to make new covered uses — those need an active plan again. This is the point of a subscription: it protects what you shipped while you were a member.

7. Your Responsibilities

You agree to use covered tracks only within your plan's scope, not to resell or redistribute the music except as a license allows, and not to use any track to train or fine-tune an AI or machine-learning model. Misusing the subscription — for example, running an uncovered broadcast use under a Creator plan — is a breach, and we may charge the correct per-license fee, suspend, or end your plan.

8. Warranties, Liability, and Indemnity

Orcha warrants that it owns or controls the covered tracks and has the right to grant this license, and that, to its knowledge, they contain no uncleared third-party samples or masters. Except for that, tracks are provided "as is." For AI-assisted tracks, clearance is warranted but copyright registrability is not; see the AI Disclosure Policy.

To the fullest extent the law allows, Orcha's total liability under this agreement is capped at the amount you paid in the 12 months before the claim, and Orcha is not liable for indirect, incidental, or consequential damages. Enterprise plans may carry written indemnification set in the contract. You will indemnify Orcha against claims arising from your use outside your plan's scope or your breach of this agreement.

9. Term and Termination

This agreement runs while your subscription is active. Either side may end it: you by cancelling, us for breach or non-payment. Section 6 (work already published), Section 8, and Section 10 survive termination.

10. Governing Law and Entire Agreement

This agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. The parties will try to resolve any dispute informally first; any dispute not resolved informally will be brought in the state or federal courts located in Georgia. This agreement, with your checkout summary and (for Enterprise) your signed contract, is the entire agreement about your subscription. If any part is unenforceable, the rest stays in effect.

Contact: licensing@orchacollective.io