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Terms of Use

Effective date: August 23, 2026

These Terms of Use (these "Terms") govern your access to and use of the public website at or.chestrate.com (the "Site") and, to the limited extent stated in Section 2, the login and other browser-accessible surfaces of the hosted application at app.or.chestrate.com (the "App"), each operated by Orchestrate AI LLC, a Texas limited liability company ("Orchestrate," "we," "us"). By accessing or using the Site, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Site.

1. Eligibility; Business Use

The Site and App are business tools for healthcare scheduling professionals and their organizations. You must be at least 18 years old to use them. If you use the Site or App on behalf of an organization, you represent that you are authorized to bind that organization, and "you" includes it.

2. Relationship to the Customer Agreement

Access to and use of the App's scheduling services is available only to customers that have entered into a written agreement with Orchestrate — a Master Service Agreement (the "MSA") and its exhibits, or another written customer agreement such as a pilot agreement — and to their authorized users, and is governed by that agreement, not by these Terms. Where these Terms refer to the MSA, they mean whichever of those agreements applies.

If you are an authorized user of an Orchestrate customer, these Terms apply to your use of the public Site, and to the App's login and other browser surfaces only to the extent the MSA does not address them; if these Terms conflict with the MSA (including its exhibits and order forms), the MSA controls in every respect. Nothing on the Site, and nothing in these Terms, grants any right to access or use the App's services, modifies any MSA, or constitutes an offer that can be accepted by use.

3. Demo, Trial, and Evaluation Requests; Communications

Submitting a request or otherwise contacting us does not create any agreement, obligation, or professional relationship, and does not obligate us to respond. When you submit the demo form you confirm that you agree to these Terms and acknowledge our Privacy Policy, that the information you submit is accurate, and that you are authorized to provide it; and you agree that we may contact you at the details you provide about your inquiry.

References on the Site to a demo, a free trial, a pilot, or an evaluation are invitations to contact us. They are not offers, and they create no entitlement to access, to any price, to any trial length, or to any particular feature. Any trial, pilot, demonstration, or evaluation access we choose to grant is provided under a separately agreed arrangement or, absent one, at our discretion, "as is" and "as available," with no warranty, support, or service level of any kind, and may be changed, suspended, or withdrawn at any time, for any reason, without notice and without liability to you.

Do not send us protected health information, patient information, or any confidential or personal information of a third party through the Site, the demo form, or in connection with a demo, trial, or evaluation. We do not need it, the Site's forms are not a secure channel for it, and you are responsible if you send it anyway.

4. Intellectual Property; Limited License

The Site and App, and all content, software, designs, text, graphics, logos, product names, and screen displays in them, are owned by Orchestrate or its licensors and are protected by intellectual-property laws. ORchestrate, the ORchestrate logo, and our other product and service names and logos are marks we use to identify our products and services; no right or license to any of them is granted by these Terms or by your use of the Site. All other names, logos, and marks that appear on the Site are the property of their respective owners, are used for identification only, and their appearance does not imply any affiliation with, sponsorship by, or endorsement of or by us.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for evaluating Orchestrate's products and services and for other lawful internal business purposes. No other right is granted.

If you send us feedback, ideas, or suggestions ("Feedback"), you grant Orchestrate a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, reproduce, modify, and otherwise exploit them for any purpose, without restriction, attribution, accounting, or obligation to you, and you represent that you have the right to grant it. Feedback is not confidential, we have no obligation to use it, and we owe you nothing for it.

You will not include in Feedback — or submit through the Site — any Customer Data, protected health information, patient information, or confidential or personal information of a third party. If you do, you are responsible for having done so, and this license does not apply to that material. We will not publicly identify you or your organization as the source of Feedback without your consent, except where disclosure is required by law or legal process.

5. Acceptable Use

You will not, and will not attempt to: (a) access any non-public area of the Site or App, any account not your own, or any Orchestrate system without authorization; (b) probe, scan, or test the vulnerability of, or breach any security or authentication measure of, the Site or App; (c) interfere with or disrupt the Site or App, including by overloading, flooding, or submitting automated form entries; (d) scrape, harvest, or bulk-extract content or data from the Site or App by automated means, except as expressly permitted by Section 5.1; (e) copy, modify, distribute, create derivative works of, reverse engineer, or decompile the Site or App except as allowed by law that cannot be contractually waived; (f) frame or mirror the Site, or use our marks, in a way that implies affiliation or endorsement; or (g) use the Site or App to violate law or third-party rights, or to develop a competing product.

5.1 Crawlers, search engines, and AI assistants. We publish machine-readable crawling directives at /robots.txt and a plain-text summary of this site at /llms.txt, and those published directives — not this Section — define what automated access to the Site's public marketing pages we permit. They are deliberately permissive: we welcome search engines and AI assistants crawling, indexing, quoting, and citing our public marketing pages, and the permissions we extend there to the crawlers we name include those used to build and ground AI models. We may change those directives at any time, and the version published when you access the Site governs.

This permission is limited to the Site's public marketing pages. It confers no right of access to the App, to any authenticated surface, to console.or.chestrate.com, or to any customer data, and it does not permit republishing the Site as a substitute for it, or removing or altering our attribution or trademarks.

6. No Medical Advice; Administrative Tool Only

The Site's content is provided for general informational purposes about Orchestrate's products. The App is an administrative workforce-scheduling tool: it proposes staffing assignments based on inputs supplied by the customer. Neither the Site nor the App provides medical advice, diagnosis, or treatment; is a medical device; or makes clinical decisions.

Every assignment the App proposes is a suggestion that requires human review before it is used. Any schedule, board, allocation, or other output produced by the App — and any sample board, illustrative schedule, or other demonstration shown on the Site — is a proposal for administrative review, not a decision, and must be reviewed and approved by a qualified person before it is relied on or put into effect. Outputs depend entirely on the data a customer supplies, and may be incomplete, out of date, or wrong if that data is.

Customers, their clinicians, and their administrators remain solely responsible for clinical judgments; for staffing, supervision, staffing-ratio, credentialing, licensure, privileging, and employment decisions; for compliance with applicable law, regulation, payer rules, accreditation standards, facility policy, and any collective bargaining or employment agreement; and for reviewing and confirming any schedule before relying on it. Orchestrate does not practice medicine or nursing, does not supervise any provider, is not the employer of any provider and makes no employment decision, and does not independently verify any credential, license, or privilege — it matches against the data a customer supplies.

To the maximum extent permitted by law, Orchestrate is not responsible for any staffing, coverage, clinical, operational, financial, regulatory, employment, or patient-care outcome arising from a schedule the App proposes, from a gap or conflict it does not identify, or from any decision made in reliance on it, including any error, omission, inaccuracy, delay, or unavailability. Orchestrate owes no duty of care to any patient, or to any person who is not a party to these Terms, and no one should rely on the Site or its content in making any clinical, staffing, credentialing, employment, or compliance decision.

7. Third-Party Sites, Services, and Integrations

The Site may link to third-party websites or reference third-party products (for example, scheduling and case-management systems the App can import from). We do not control and are not responsible for them, and a link or reference is not an endorsement. We are not responsible for any third-party service or integration, for its availability, or for the accuracy, completeness, or timeliness of any data it supplies to or receives from us, including a failed, partial, delayed, or stale import.

8. Disclaimers

THE SITE, THE APP SURFACES ADDRESSED BY SECTION 2, AND ALL CONTENT ON THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SECURITY, FREEDOM FROM HARMFUL CODE, AND UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THIS DISCLAIMER IS MADE BY ORCHESTRATE AND BY ITS AFFILIATES, LICENSORS, AND SUPPLIERS.

Site content is information, not a promise. Everything on the Site — including descriptions of features, integrations, planned or future functionality, screenshots, sample boards and illustrative schedules, timings, statistics, benchmarks, estimates, cost or savings figures, and statements by our founders, customers, or other third parties — is general information. It may be illustrative, estimated, or based on assumptions that do not match your organization, and it may be changed, corrected, or withdrawn at any time without notice. We make no representation or warranty that it is accurate, complete, or current, that any feature or integration described is or will be available to you, or that any result, saving, or timing described will be achieved. It is not a representation, warranty, or commitment, it does not modify any MSA, and you may not rely on it. No advice or information you obtain from us or through the Site creates any warranty not expressly stated in these Terms.

For customers, the warranties and service-level commitments stated in the MSA and its exhibits are the exclusive commitments regarding the App's services, and this Section does not limit them. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this Section may not apply to you.

9. Limitation of Liability

9.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ORCHESTRATE NOR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS (TOGETHER, THE "ORCHESTRATE PARTIES") WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, OR GOODWILL, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE APP SURFACES ADDRESSED BY SECTION 2, ANY CONTENT ON THEM, OR YOUR USE OF OR INABILITY TO USE ANY OF THEM, UNDER ANY THEORY OF LIABILITY — CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, WARRANTY, STATUTE, OR OTHERWISE — EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ORCHESTRATE PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY CONTENT ON IT, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). THE SITE IS PROVIDED FREE OF CHARGE, AND THIS ALLOCATION OF RISK IS AN ESSENTIAL BASIS OF THESE TERMS; WE WOULD NOT MAKE THE SITE AVAILABLE WITHOUT IT.

9.3 Time to bring a claim. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE MUST BE FILED WITHIN TWO (2) YEARS AFTER IT ACCRUES, TO THE FULLEST EXTENT PERMITTED BY LAW, OR IT IS PERMANENTLY BARRED.

9.4 Scope of this Section. These limits do not apply to liability that cannot be limited under applicable law, and where a limit cannot be given full effect it applies to the maximum extent permitted. Nothing in this Section limits your obligations under Section 5 or Section 10. This Section neither limits nor expands liability between Orchestrate and a customer with respect to the App's services, which is governed exclusively by the MSA's liability provisions.

10. Indemnification

You will defend and indemnify Orchestrate and the other Orchestrate Parties against third-party claims, and reimburse resulting losses, damages, judgments, settlements we approve, and reasonable costs and attorneys' fees, to the extent arising from your violation of Section 5 (Acceptable Use), your violation of law or third-party rights in using the Site, or any material you submit through the Site — except to the extent caused by Orchestrate's own negligence or willful misconduct.

We will notify you of any claim for which we seek indemnity, and a delay in that notice relieves you only to the extent it actually prejudices you. We may participate in the defense with our own counsel at our own expense, and if you do not promptly assume the defense we may assume it at your expense. You will not settle any claim in a way that admits fault on our behalf, imposes any obligation or payment on us, or does not fully and unconditionally release us, without our prior written consent.

Orchestrate gives no indemnity under these Terms. Any indemnity from Orchestrate exists only where an MSA expressly provides one.

11. Export Controls and Sanctions

You represent that you are not located in, and are not a national or resident of, any country or territory subject to comprehensive United States sanctions, and that you are not a person with whom United States law prohibits us from dealing. You will not use the Site in violation of United States export-control or sanctions laws.

If you believe content on the Site infringes your copyright, write to us at the address in Section 20 with enough detail to identify the work and the material you are complaining about, your contact information, and a statement of your good-faith belief that the use is unauthorized. We review notices we receive and may remove or disable access to material at our discretion. This Section is a courtesy contact route, not a commitment to act, to act within any period, or to respond, and it is not a designation of an agent under 17 U.S.C. § 512.

13. Availability; Changes to the Site

We may change, suspend, or discontinue the Site or any part of it at any time, with or without notice and without liability to you. We are not obliged to maintain any Site content, and the Site is not a service with an availability commitment; service-level commitments for the App are made only in the MSA and its exhibits. We do not warrant that the Site will be available, uninterrupted, or free of error, and we are not responsible for any loss of or damage to data, or for any inability to access the Site.

14. Suspension; Termination

We may suspend or terminate your access to the Site (and, consistent with the MSA for customers, to the App's browser surfaces) at any time, with or without notice and without liability to you, for violation of these Terms, suspected security risk, unlawful use, or any other reason we reasonably consider appropriate. Sections 2, 4 (including the Feedback license), 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, and 20 survive any termination or expiration of these Terms and any suspension or termination of your access.

15. Governing Law; Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Disputes arising out of these Terms or the Site will be resolved exclusively in the state and federal courts located in Travis County, Texas, and each party consents to personal jurisdiction there and waives any objection based on inconvenient forum.

16. General

These Terms are the entire agreement between you and Orchestrate regarding the Site, and they supersede all prior or contemporaneous statements and understandings about it (they do not supersede any MSA — see Section 2). The Privacy Policy describes our information practices and is incorporated as notice only; it is not a contractual promise, representation, or warranty, and it does not create any right or remedy under these Terms.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent needed to make it enforceable while preserving its intent — and if it cannot be, it will be severed and the remainder will stand. Our failure to enforce a provision is not a waiver.

No reliance. You acknowledge and agree that in accessing or using the Site you are not relying, and have not relied, on any statement, representation, warranty, promise, projection, estimate, statistic, or assurance of any kind — whether written, oral, express, or implied, and whether made on the Site, in marketing materials, in a demonstration, or by any person — other than those expressly set out in these Terms. This disclaimer of reliance is a material inducement to us making the Site available, and it is bargained for and independent of the entire-agreement provision above.

No third-party beneficiaries. These Terms are for the benefit of you and Orchestrate only. No other person — including any patient, any healthcare provider who is not a party, any facility, and any employer — has any right or remedy under them.

No agency. Nothing in these Terms creates any partnership, joint venture, agency, employment, fiduciary, or professional relationship between you and Orchestrate.

Assignment. You may not assign or transfer these Terms, or any right or obligation under them, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. We may assign these Terms, in whole or in part, at any time, without notice to you and without your consent.

Notices. Notices to Orchestrate under these Terms are effective only when actually received at the address in Section 20. Headings are for convenience only and do not affect interpretation.

17. Electronic Communications

You agree that we may provide these Terms, the Privacy Policy, and any changes to them electronically, including by posting them on the Site, and that doing so satisfies any requirement that such notices be in writing.

18. Changes to These Terms

We may revise these Terms from time to time. The updated version will be posted on the Site with a new effective date, and material changes take effect upon posting. Your continued use of the Site after the effective date constitutes acceptance. Changes do not apply retroactively and do not modify any MSA.

19. Accessibility

We want the Site to work for everyone, and we design it with keyboard navigation and assistive technology in mind. We do not claim conformance with any particular accessibility standard, guideline, or conformance level, and nothing in this Section is a warranty or a commitment. If you encounter a barrier on the Site, tell us at the address in Section 20 and we will try to help, including by providing the information in another format where we reasonably can. Nothing in this Section is a service commitment, a guarantee of any response time or outcome, or an admission of any obligation.

20. Contact

Orchestrate AI LLC Attn: Legal PO Box 9684, 770 Northcross Dr, Austin, TX 78766 Email: sales@or.chestrate.com

Effective August 23, 2026. See also our Privacy Policy.