This End User License Agreement (the "Agreement") is between Enter the Orchard Syndicate, a Delaware corporation ("Orchard", "we") and the individual or entity that installs, accesses, or uses the Software ("Customer", "you"). By installing, accessing, or using the Software, or by clicking to accept, you agree to this Agreement. If you accept on behalf of an entity, you represent that you are authorized to bind it.
This Agreement incorporates by reference the Acceptable Use Policy, the Data Processing Agreement, the Privacy Policy, and, where applicable, the Hidden Deployment Terms.
1. Definitions
- "Software" — the Orchard Watcher endpoint agent and any Orchard-provided client software, including updates.
- "Platform" — the Orchard hosted dashboard and API. "Service" — the Platform and Software together.
- "Endpoint" — a machine on which the Watcher is installed. "End User" — an individual who uses, or whose activity is captured on, an Endpoint.
- "Client" — where Customer is a managed service provider (MSP), Customer's own customer whose machines are monitored.
- "Monitoring Data" — the data the Software records, as described in the DPA and the in-product disclosures.
- "Update" — a patch, update, or upgrade to the Software, including automatic updates.
2. License grant
Subject to this Agreement, Orchard grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to install and use the Software on Endpoints, and to access the Platform, solely for Customer's internal business purposes and, where Customer is an MSP, to provide managed services to its Clients. Use is limited to the entitlements in the applicable order form or subscription plan.
3. License restrictions
Customer will not, and will not permit any third party to: copy, modify, or create derivative works of the Software except as expressly permitted; reverse engineer, decompile, or disassemble the Software except to the extent this restriction is prohibited by law; rent, lease, sell, sublicense, or distribute the Software except as expressly permitted for MSP use to Clients; remove or obscure proprietary notices; use the Software to build a competing product or for benchmarking without Orchard's consent; circumvent usage, security, or license controls; or use the Service in violation of the Acceptable Use Policy, the Hidden Deployment Terms, or applicable law.
4. Updates and automatic updates
The Software may automatically download and install Updates, including to the running agent, without further notice. Customer consents to automatic Updates as a condition of the license. Orchard may modify, add, or remove features of the Service.
5. Customer responsibilities and lawful use
The Software is surveillance-capable, and the license is conditioned on lawful, authorized use.
- Authorization to deploy. Customer is authorized to install and operate the Software on each Endpoint — by ownership, written agreement with the machine's owner or the Client, applicable workplace policy, or other lawful authority.
- Lawful monitoring. Customer is solely responsible for ensuring that its use of the Service — including all monitoring, recording, and automation, and any decision to hide the tray icon — complies with all applicable law in every jurisdiction where an Endpoint or End User is located, including laws on electronic surveillance and interception, workplace monitoring, notice and consent, and data protection.
- Notice and consent. Customer is responsible for providing all notices and obtaining all consents that applicable law, employment or collective agreements, works-council requirements, or a Client's policies require.
- Client authorization. Where Customer is an MSP, Customer will obtain and maintain each Client's authorization for the monitoring conducted on that Client's Endpoints, and will separately obtain authorization for any Hidden Deployment as required by the Hidden Deployment Terms.
- Prohibited uses. Customer will not use the Service for stalking, harassment, intimate-partner surveillance, monitoring of a person on a device that person owns without a lawful right, or any unlawful, tortious, or abusive purpose.
- Account security. Customer is responsible for its credentials, its users, and activity under its account, and for the confidentiality of enrollment keys and agent tokens.
6. Ownership
Orchard and its licensors own all right, title, and interest in the Service, the Software, and related intellectual property. No rights are granted except the limited license in Section 2. Customer grants Orchard a perpetual, royalty-free license to use feedback and suggestions without restriction.
7. Third-party and open-source components
The Software may include third-party or open-source components licensed under their own terms, which govern those components. A notices list is available with the Software or its documentation.
8. Data
As between the parties, Customer owns the Monitoring Data and other data it or its End Users provide or generate through the Service. Customer grants Orchard a license to host, process, and use that data to provide and improve the Service, subject to the Data Processing Agreement and Privacy Policy. For Monitoring Data, Customer is the controller and Orchard is the processor, as set out in the DPA.
9. Warranties and disclaimers
Except as expressly stated in the applicable order form, the Service and Software are provided "as is" and "as available", and Orchard disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted or error-free or that automations or captures will be accurate or complete.
10. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or exemplary damages, or lost profits, revenue, or data. Each party's total liability under this Agreement will not exceed the total fees paid or payable by Customer for the Service in the twelve (12) months preceding the event giving rise to the claim. The cap does not apply to Customer's indemnification obligations or breaches of Sections 3 or 5.
11. Indemnification
Customer will defend, indemnify, and hold harmless Orchard and its affiliates and their personnel from claims arising out of (a) Customer's use of the Service in violation of law, this Agreement, or the Acceptable Use Policy; (b) Customer's monitoring, recording, or automation, including any claim by an End User, Client, regulator, or third party; and (c) breach of Section 5.
12. Term and termination
This Agreement applies for as long as Customer uses the Service or as set in the applicable order form. Either party may terminate for material breach that remains uncured after a reasonable cure period; Orchard may suspend or disable functionality for violations of the Acceptable Use Policy or unlawful use, immediately where warranted. On termination, the license ends and Customer must stop using and uninstall the Software; data return and deletion follow the DPA. Provisions that by their nature should survive termination do so.
13. Governing law
This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, and the parties submit to the venue stated in the applicable order form or, if none, the state and federal courts located in Delaware.
14. Changes
Orchard may update this Agreement. Material changes will be communicated before they take effect, and continued use after the effective date constitutes acceptance.