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LEGAL

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 partner.

API and White-Label Partner Terms

This is the agreement for using the Orcha Collective API to embed our one-stop-cleared catalog inside your own product — a video editor, a game engine's audio store, a social soundtrack picker — and to issue licenses to your own end users through it. Orcha Collective is run by Orcha Systems LLC ("Orcha," "we," "us"). "You" or "Partner" means the company we issue API credentials to.

Partner accounts are provisioned by us, not self-serve. Using the API means you accept these terms, together with the order form or partnership agreement we sign with you, which sets your rev-share and any custom terms.

1. Access and Credentials

  • API keys. We issue you one or more Bearer API keys (format orcha_live_…). Authenticate every request with Authorization: Bearer <key>.
  • Keep keys secret. We store only a hash of each key and show you the full key once, at issue. You must keep your keys confidential, must not embed them in client-side code, mobile apps, or any public or open-source repository, and must not share them. You are responsible for everything done with your keys.
  • Rotation and revocation. Tell us at licensing@orchacollective.io if a key is exposed and we will revoke it. We may revoke a key or suspend a partner for a security or terms breach.

2. Rate Limits and Fair Use

The API is rate-limited per key (currently 120 requests per minute per key). Over the limit, the API returns HTTP 429; slow down and retry. We may adjust limits, the volume of content served, or other constraints in our reasonable discretion to protect the service, and we will give notice of a material change where practical.

3. What the API May and May Not Do

The API issues fixed-price licenses. A use that needs a custom quote — broadcast, film, national ad, or a full-exclusive buyout — is rejected by the API and must be priced by hand; contact us to quote it.

You may not:

  • store, cache, or reconstruct the Orcha catalog or its audio locally beyond what is strictly necessary to operate your integration; serve catalog audio and previews to your users from Orcha's delivery, not from your own copy;
  • use the API, catalog, or its metadata to train or fine-tune an AI or machine-learning model;
  • resell or sublicense the API itself, or share credentials to let a third party use it; or
  • remove or alter rights metadata, credits, or identifiers we return.

4. White-Label: Licensing Your End Users

When your integration issues a license, you are passing an Orcha license through to your end user. To do that:

  • You must present Orcha's end-user license terms to each end user and bind them to those terms before they receive a license. The end user's use is governed by the Sync License Agreement (and, for downloads or stems, the Download and Stems License), whatever branding your product wears on top.
  • You are responsible for your end users' compliance. You will flow down Orcha's restrictions to them, and you will not grant, or let an end user take, any right broader than Orcha grants you.
  • Attribution to you. Every license your integration issues is attributed to you, along with the end-buyer reference and email you pass. We keep a durable record of each one.

5. Money

  • Rev-share. Your cut of each license fee is set in your order form (standard 30%; a graduated volume tier of 40% applies once your integration drives $25,000 per month in net license revenue). Your cut comes off the top; Orcha's artist split runs on the net that reaches us, so a collective artist never absorbs your margin.
  • Platform floor. A monthly platform floor (default $500) may apply as set in your order form.
  • Settlement. Licenses are issued immediately so your user is unblocked; you settle the rev-share with us out of band on the schedule in your order form.
  • Transparency. For each license, the API returns the gross, your cut, and Orcha's net, so your reconciliation matches ours.

6. Idempotency and Records

The API supports an Idempotency-Key header: a retry with the same key returns the license already issued rather than a duplicate. You are responsible for using it on writes so a network retry never double-issues. We keep the authoritative record of every license issued under your account.

7. Warranties and Disclaimers

Orcha warrants that it owns or controls the catalog it licenses through the API and has the right to grant the end-user licenses your integration passes through. Except for that, the API and its data are provided "as is" and "as available," without warranty of any kind, including merchantability, fitness for a particular purpose, non-infringement beyond the above, uptime, or that the data is error-free. For AI-assisted tracks, clearance is warranted but copyright registrability is not; see the AI Disclosure Policy.

8. Liability and Indemnity

To the fullest extent the law allows, each party's total liability under this agreement is capped at the amount that flowed between us in the 12 months before the claim, and neither party is liable for indirect, incidental, or consequential damages. You will defend and indemnify Orcha against claims arising from your product, your breach of these terms, or an end user's use outside the license you were required to present. Orcha will defend and indemnify you against a claim that the catalog it licensed you infringes a third party's copyright, to the extent it results from Orcha's breach of Section 7 and up to that cap.

9. Suspension and Termination

We may suspend or terminate API access for a security incident, a terms breach, or non-payment. Either party may terminate as its order form allows. On termination you must stop using the API and delete any cached content. Licenses already validly issued to end users before termination stay valid for their term. Sections 4 (for licenses already issued), 5 (for money already owed), 7, 8, and 10 survive.

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, and any dispute will be brought in the state or federal courts located in Georgia. This agreement, with your signed order form or partnership agreement, is the entire agreement about API and white-label access. Where the order form and these terms disagree, the order form controls. If any part is unenforceable, the rest stays in effect.

Contact: licensing@orchacollective.io