1. Agreement to Terms
By accessing our website or using our contact form, you agree to be bound by these Terms of Service. If you do not agree to these Terms, do not use the website or submit inquiries. The local-first proxy software binary is distributed under its own license terms as specified in its repository.
Commercial Agreement Supremacy: If you are accessing the website or using the services on behalf of a business, corporation, partnership, or other commercial entity, and have entered into a Master Services Agreement (MSA), Enterprise Terms of Service, or other commercial agreement with Orchid/IgnitionAI, that commercial agreement governs your relationship and supersedes these Terms of Service in their entirety.
2. Dispute Resolution
This Section governs any dispute, claim, or controversy arising under or relating to these Terms, the website, or any communications between you and Orchid (each, a "Dispute"). As used in this Section, "Claimant" means the party asserting a Dispute, and "Respondent" means the party against whom a Dispute is asserted.
2.1 Pre-Dispute Notice Requirements
Before initiating any formal dispute resolution or arbitration, Claimant shall send Respondent a detailed written notice of the Dispute via certified mail or email with delivery confirmation. The notice must contain:
- Claimant's full legal name, postal address, and contact email;
- The specific date(s), approximate timestamps, and URLs accessed that form the basis of the Dispute;
- The device type, operating system, browser, and IP address (if known) used;
- A detailed factual description of the conduct and the actual harm alleged;
- The legal theory or theories supporting the claim;
- The details of Claimant's fee arrangement with counsel, if any (including whether it is on a contingency, hourly, or referral basis); and
- A complete history of all claims, demands, or arbitration filings brought by Claimant or Claimant's counsel in the preceding 24 months asserting substantively similar legal theories.
A notice omitting any of these requirements is procedurally deficient, and no dispute resolution timelines shall commence until a compliant notice is received.
2.2 Informal Resolution & Principal-Level Meetings
Within sixty (60) days of receiving a compliant pre-dispute notice, the parties shall participate in good faith in not fewer than two (2) principal-level resolution meetings. These meetings will be conducted via video conference. Claimant may be accompanied by counsel. Failure of Claimant to participate in good faith in these meetings constitutes a material procedural defect, and no arbitration may be commenced unless this requirement is satisfied or waived in writing.
2.3 Binding Arbitration
Any Dispute that is not resolved through the informal process described above shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA").
Rule Application: If the Claimant is an individual consumer acting in a personal, non-commercial capacity, the arbitration shall be administered under the AAA Consumer Arbitration Rules. If the Claimant is a business, corporation, partnership, LLC, or an individual acting on behalf of a commercial enterprise, the arbitration shall be administered under the AAA Commercial Arbitration Rules, and the commercial fee schedule shall apply.
The arbitration shall be conducted by a single arbitrator. Venue for any in-person component of the arbitration shall be in St. Louis, Missouri, or another venue mutually agreeable to the parties. Video proceedings shall be permitted at the election of either party.
2.4 Class-Action Waiver
Each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not preside over any form of representative or class proceeding. The class-action waiver is non-severable from the arbitration agreement; if this waiver is found to be unenforceable, the entire arbitration agreement shall be null and void, and the Dispute shall proceed in court.
2.5 Governing Law & Court Venue
These Terms and any Dispute shall be governed by the laws of the State of Missouri, without regard to conflict-of-laws principles.
Commercial Dispute Court Fallback: For any Dispute involving a business or commercial client (where the Claimant or Respondent is an enterprise, partnership, LLC, or individual acting for commercial purposes), both parties waive any right to arbitration and agree that the Dispute shall be resolved exclusively in the state or federal courts located in St. Louis, Missouri. Each party consents to the personal jurisdiction and venue of such courts.
Any other Dispute escaping arbitration for any reason (including individual consumer claims where arbitration is ruled invalid) shall be brought exclusively in the state or federal courts located in or nearest to St. Louis, Missouri, and each party consents to the personal jurisdiction and venue of such courts.
2.6 Severability
Except for the non-severable class-action waiver, if any provision of these Terms is found unenforceable, that provision will be severed, and the remaining terms will remain in full force and effect.