Terms and Conditions

1. What ORVO Does

ORVO is a Technology Resource Planning platform that helps organizations understand, manage, and act on technology-related resources across their business.

Depending on your subscription, configuration, and connected systems, ORVO may help with:

• Identity and user visibility
• Microsoft 365 environment analysis
• License review and recommendations
• Device and asset inventory
• Contract and renewal tracking
• Onboarding, offboarding, and archive workflows
• Administrative task management
• Operational findings and prescribed next steps
• Metadata-based search, reporting, and diagnostics
• Conversational analysis of connected operational data
• Other technology resource planning features we make available over time

Some features may be in beta, early access, limited release, or subject to change.

2. Who May Use ORVO

You may use ORVO only if you are authorized to do so.

If you create an ORVO account or connect ORVO to an organization’s systems, you represent that:

• You are authorized to act on behalf of that organization.
• You have permission to connect the organization’s accounts, tenants, applications, data sources, or administrative systems.
• You have the right to grant ORVO the requested permissions.
• Your use of ORVO complies with your organization’s policies and applicable law.
• Any information you provide to ORVO is accurate and complete.

If you are an MSP, consultant, contractor, or third party managing ORVO for another organization, you represent that you have proper authority from that client or organization to use ORVO on their behalf.

3. Accounts and Access

You are responsible for all activity that occurs through your account or under your organization’s ORVO workspace.

You agree to:

• Keep login credentials secure.
• Use strong authentication where available.
• Promptly remove access for users who should no longer use ORVO.
• Notify us if you believe an account has been compromised.
• Ensure that only authorized users access your organization’s ORVO workspace.

We may suspend or restrict access if we reasonably believe an account is being misused, compromised, used unlawfully, or used in a way that could harm ORVO, our customers, or third-party systems.

4. Connected Systems and Permissions

ORVO works by connecting to third-party systems such as identity providers, productivity suites, device management tools, SaaS applications, ticketing platforms, project management systems, CRM systems, storage systems, and other business applications.

By connecting a system to ORVO, you authorize us to access, collect, process, store, analyze, and display information from that system as needed to provide the Services.

This may include, depending on the integration and permissions granted:

• User and account records
• Group, role, license, and permission information
• Device and asset records
• Sign-in, activity, usage, and audit metadata
• Collaboration and communication metadata
• File, storage, sharing, or archive metadata
• Ticketing, CRM, project, task, or workflow metadata
• Contract, subscription, renewal, or spend records
• Other information made available through connected APIs or uploaded by you

You are responsible for reviewing the permissions requested by ORVO and ensuring they are appropriate for your organization.

You may disconnect integrations, but doing so may reduce or disable ORVO functionality.

5. Customer Data

"Customer Data" means information, files, records, metadata, configurations, credentials, tokens, reports, prompts, outputs, and other materials submitted to ORVO, uploaded to ORVO, generated through your use of ORVO, or made available to ORVO through connected systems.

You retain ownership of your Customer Data.

You grant ORVO a limited right to process Customer Data as needed to:

• Provide, maintain, and improve the Services
• Authenticate users
• Operate integrations
• Generate recommendations, reports, dashboards, and diagnostics
• Perform workflows or actions requested by authorized users
• Provide support
• Monitor security, performance, and reliability
• Comply with legal obligations
• Enforce these Terms

We do not sell Customer Data.

6. Privacy

Our handling of personal information is described in our Privacy Policy.

By using ORVO, you agree that we may process personal information in accordance with these Terms and our Privacy Policy.

If you use ORVO on behalf of an organization, you are responsible for ensuring that your organization has provided any required notices and obtained any required consents from employees, contractors, customers, vendors, or other individuals whose information may be processed through ORVO.

Do not upload or connect information to ORVO unless you have the right to do so.

7. Administrative Actions and Recommendations

ORVO may surface findings, alerts, recommendations, suggested actions, automations, workflows, or prescribed next steps.

These may include recommendations related to users, licenses, access, devices, offboarding, archiving, renewals, spend, risk, or operational activity.

You are responsible for reviewing all recommendations before acting on them.

Unless otherwise expressly agreed in writing, ORVO does not make final business, employment, legal, compliance, security, financial, or operational decisions for you.

If ORVO allows an authorized user to initiate an action through a connected system, such as modifying a user, changing a license, starting an archive, creating a workflow, or updating a record, you are responsible for confirming that the action is appropriate before submitting it.

We are not responsible for actions taken by your users, administrators, integrations, or connected third-party systems.

8. AI, Conversational, and Diagnostic Features

ORVO may include conversational, AI-assisted, machine learning, classification, summarization, recommendation, or diagnostic features.

These features are provided to help users analyze information and identify possible issues, patterns, or next steps.

You understand that these features may:

• Be incomplete
• Contain errors
• Misinterpret data
• Omit relevant context
• Produce outputs that require human review
• Depend on the quality, availability, and completeness of connected data

You agree not to rely on AI-assisted outputs as the sole basis for decisions involving employment, legal compliance, security enforcement, financial commitments, disciplinary action, access termination, or other high-impact decisions.

You are responsible for validating outputs before using them.

9. Archives, Retention, and Backups

ORVO may support archive workflows, retention-related workflows, exports, or storage configuration features.

Unless expressly stated in a written agreement, ORVO is not a substitute for your organization’s official backup system, disaster recovery system, legal hold system, records retention program, or compliance archive.

You are responsible for:

• Configuring archive storage correctly
• Maintaining any required backups
• Complying with retention obligations
• Validating archived data
• Confirming restoration results
• Ensuring legal hold or compliance requirements are handled appropriately

We are not responsible for data loss caused by misconfiguration, third-party platform behavior, deleted source data, expired credentials, unavailable APIs, user action, or failure to maintain appropriate backups.

10. Acceptable Use

You agree not to use ORVO to:

• Violate any law or regulation
• Infringe the rights of others
• Access systems or data without authorization
• Connect tenants, accounts, or applications you are not authorized to manage
• Upload unlawful, harmful, or malicious content
• Attempt to bypass security controls
• Probe, scan, or test the vulnerability of ORVO without written permission
• Reverse engineer, decompile, or attempt to extract source code
• Interfere with the operation of ORVO
• Use ORVO to build a competing product or service
• Resell, sublicense, or commercially exploit ORVO unless authorized in writing
• Misrepresent ORVO outputs as guaranteed findings, audits, certifications, or legal conclusions
• Use ORVO in a way that creates unreasonable load or risk for ORVO or third-party systems

We may suspend or terminate access for violations of this section.

11. Third-Party Services

ORVO depends on third-party services and APIs, including cloud providers, identity providers, software vendors, productivity platforms, device management platforms, data processors, hosting providers, authentication providers, and AI service providers.

We do not control third-party services.

Third-party services may change, restrict, degrade, suspend, or terminate functionality. Those changes may affect ORVO.

You are responsible for maintaining your own accounts, licenses, permissions, configurations, and contractual relationships with third-party services.

ORVO is not responsible for third-party outages, API changes, permission changes, data inaccuracies, rate limits, security incidents, billing issues, or platform behavior outside our control.

12. Subscriptions, Trials, and Payment

Access to ORVO may require a paid subscription.

Subscription terms, pricing, billing periods, renewal terms, usage limits, minimum fees, and included features may be described in an order form, service agreement, invoice, checkout page, or other written agreement between you and ORVO.

If you start a free trial, beta, pilot, or early access period, we may limit functionality, duration, support, usage, integrations, or data retention.

Unless otherwise agreed in writing:

• Fees are due according to the billing terms presented to you.
• Fees are non-refundable.
• You are responsible for applicable taxes.
• We may suspend access for non-payment.
• Continued use after a trial or renewal date may result in paid subscription charges.
• We may update pricing for future billing periods with reasonable notice.

If there is a conflict between these Terms and a signed order form or written agreement, the signed order form or written agreement controls for the conflicting item.

13. Beta and Early Access Features

Some ORVO features may be labeled or treated as beta, pilot, preview, early access, experimental, limited release, or similar.

Beta and early access features may be changed, limited, disabled, or discontinued at any time.

They may be less reliable than generally available features.

They may not be covered by the same support commitments, uptime expectations, or data retention practices as generally available features.

You use beta and early access features at your own risk.

14. Availability, Support, and Changes

We aim to provide a reliable service, but we do not guarantee that ORVO will be uninterrupted, error-free, or available at all times.

We may update, modify, improve, limit, suspend, or discontinue parts of ORVO from time to time.

We may perform maintenance that affects availability.

Support may be provided through email, in-app support, documentation, or other channels we make available.

We may prioritize support based on subscription level, severity, customer status, or other reasonable criteria.

15. Security

We use reasonable administrative, technical, and organizational safeguards designed to protect ORVO and Customer Data.

However, no system is perfectly secure.

You are responsible for:

• Securing your own accounts and devices
• Managing user access
• Reviewing integration permissions
• Protecting administrative credentials
• Maintaining secure configurations in connected systems
• Promptly notifying us of suspected unauthorized access involving ORVO

If we become aware of a security incident involving Customer Data, we will notify affected customers as required by applicable law or applicable written agreement.

16. Confidentiality

Each party may receive confidential information from the other party.

Confidential information includes non-public business, technical, financial, product, security, customer, pricing, roadmap, operational, and data-related information that a reasonable person would understand to be confidential.

Each party agrees to use the other party’s confidential information only as needed to perform under these Terms and to protect it using reasonable care.

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was already known without restriction
• Is independently developed without use of confidential information
• Is lawfully received from a third party without restriction
• Must be disclosed by law, court order, or government request

17. Intellectual Property

ORVO and its software, designs, workflows, dashboards, recommendations logic, interfaces, documentation, trademarks, models, systems, content, and related technology are owned by ORVO or its licensors.

These Terms do not transfer ownership of ORVO intellectual property to you.

You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works based on ORVO unless we authorize it in writing.

You may use ORVO only as permitted by these Terms and your applicable subscription or agreement.

18. Feedback

If you provide feedback, suggestions, ideas, requests, bug reports, or recommendations about ORVO, you grant us the right to use them without restriction or compensation.

We may use feedback to improve ORVO, develop new features, modify existing features, or create new products and services.

19. Aggregated and De-Identified Data

We may use aggregated, anonymized, or de-identified information derived from use of ORVO to improve the Services, understand usage, monitor performance, develop benchmarks, train or evaluate systems, and improve product functionality.

We will not use aggregated or de-identified information in a way that identifies you, your organization, or any individual.

20. Compliance

You are responsible for using ORVO in compliance with all laws, regulations, contracts, internal policies, and industry obligations that apply to your organization.

This includes, where applicable:

• Employment and workplace privacy laws
• Data protection and privacy laws
• Security and confidentiality obligations
• Contractual restrictions with third-party platforms
• Export control and sanctions laws
• Records retention requirements
• Industry-specific compliance obligations

ORVO does not provide legal, HR, compliance, security audit, accounting, or financial advice.

21. Indemnification

You agree to defend, indemnify, and hold harmless ORVO, Explico, Inc., and our officers, directors, employees, contractors, affiliates, and agents from any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Your use of ORVO
• Your Customer Data
• Your connected systems
• Your violation of these Terms
• Your violation of applicable law
• Your lack of authority to connect or manage a system
• Actions submitted, approved, or performed by your users or administrators
• Disputes between you and your employees, contractors, clients, vendors, customers, or third-party service providers

22. Disclaimers

ORVO is provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, and reliability.

We do not warrant that:

• ORVO will be uninterrupted or error-free
• ORVO will identify every issue, risk, savings opportunity, access concern, misconfiguration, or operational problem
• ORVO outputs will always be accurate, complete, current, or appropriate
• ORVO will meet every legal, compliance, audit, security, HR, or operational requirement
• Third-party integrations will remain available or unchanged
• Customer Data will always be recoverable unless expressly agreed in writing

You are responsible for reviewing, validating, and deciding how to use ORVO outputs.

23. Limitation of Liability

To the fullest extent permitted by law, ORVO and Explico, Inc. will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, including damages for loss of data, loss of business, loss of revenue, business interruption, reputational harm, or cost of substitute services.

To the fullest extent permitted by law, our total liability for any claim related to ORVO or these Terms will not exceed the amount you paid to us for the Services in the twelve months before the event giving rise to the claim.

If you are using ORVO for free, in beta, in early access, or during a no-cost trial, our total liability will not exceed one hundred dollars.

These limitations apply regardless of the legal theory, whether based in contract, tort, negligence, strict liability, warranty, statute, or otherwise, even if we have been advised of the possibility of damages.

24. Suspension and Termination

You may stop using ORVO at any time.

We may suspend or terminate access if:

• You violate these Terms
• You fail to pay amounts due
• We believe your use creates risk to ORVO, Customer Data, other customers, or third-party systems
• Your account appears compromised
• We are required to do so by law
• A connected system or provider requires us to restrict access
• Your use of ORVO exceeds reasonable or agreed limits

Upon termination, your right to use ORVO ends.

We may retain or delete Customer Data according to our Privacy Policy, applicable law, and any written agreement with you.

You are responsible for exporting any data you need before termination, unless a written agreement says otherwise.

25. Changes to These Terms

We may update these Terms from time to time.

If we make material changes, we will provide notice by email, in-app notification, website update, or another reasonable method.

Your continued use of ORVO after updated Terms become effective means you accept the updated Terms.

If you do not agree to the updated Terms, you must stop using ORVO.

26. Governing Law and Venue

These Terms are governed by the laws of the State of Kansas, without regard to conflict of law principles.

Any dispute arising out of or related to these Terms or ORVO will be brought in the state or federal courts located in Kansas, unless another venue is required by applicable law or agreed in writing.

Each party consents to the jurisdiction of those courts.

27. Miscellaneous

These Terms, together with any applicable order form, service agreement, privacy policy, or written agreement, make up the entire agreement between you and ORVO regarding the Services.

You may not assign these Terms without our written consent.

We may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, change of control, or by operation of law.

If any part of these Terms is found unenforceable, the remaining parts will remain in effect.

Our failure to enforce a provision does not waive our right to enforce it later.

There are no third-party beneficiaries to these Terms unless expressly stated.

28. Contact

Questions about these Terms can be sent to:

ORVO / Explico, Inc.

Email: hello@orvo.io