Terms of Service

These Terms of Service (the “Terms”) are a legally binding agreement between you (“you,” “your,” or “Customer”) and ELEVETE LLC, a South Dakota limited liability company doing business as orionOmega (“orionOmega,” the “Company,” “we,” “us,” or “our”), governing your access to and use of the mcpMyAdmin platform, website, applications, APIs, MCP server endpoints, documentation, and related services (collectively, the “Service”).

By creating an account, clicking to accept, or accessing or using the Service in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Service.

1. Acceptance of Terms

These Terms apply to all visitors, users, trial users, and paying subscribers of the Service. If you use the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, in which case “you” and “Customer” refer to that entity. Supplemental terms (such as an order form, enterprise agreement, or data processing addendum) may apply to certain features or plans; if there is a conflict, the supplemental terms control to the extent of the conflict.

2. Eligibility

The Service is intended for business and professional use. You must be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher) to use the Service. The Service is not directed to, and may not be used by, anyone under 18. By using the Service, you represent that you meet these requirements, that you are not barred from receiving services under the laws of any applicable jurisdiction, and that you are not listed on any U.S. government list of prohibited or restricted parties.

3. The Service

mcpMyAdmin is a hosted Model Context Protocol (MCP) server platform offering features that may include OAuth-protected MCP endpoints, database and warehouse connectors, tool governance and permissions, cached data sets, audit logging, and seat management. We may add, modify, suspend, or discontinue any feature or component of the Service at any time, with or without notice, and we will have no liability to you or any third party for doing so. We do not guarantee that the Service, or any feature of it, will be available at any particular time or at all, and we may impose usage limits, storage quotas, rate limits, or other restrictions in our sole discretion.

4. Accounts & Security

To use most features you must create an account, including via third-party OAuth providers. You agree to provide accurate, current, and complete information and to keep it updated. You are solely responsible for: (a) all activity occurring under your account, API keys, tokens, and seats, whether or not authorized by you; (b) maintaining the confidentiality of your credentials; and (c) managing the users you invite to your workspace, including their compliance with these Terms. You must notify us immediately at helpdesk@orionomega.dev of any unauthorized use or security incident. We are not liable for any loss or damage arising from unauthorized use of your account.

5. Free Trial

We may offer a free trial (currently 7 days for individuals and 14 days for organizations; offered once per customer). Unless you cancel before the end of the trial period, your trial will automatically convert to a paid subscription and the payment method on file will be charged the then-current subscription fee. We may require a valid payment method to start a trial, may modify or discontinue trials at any time, and may limit trial eligibility (including one trial per customer). Any data, configurations, or content stored during a trial may be permanently deleted if you do not subscribe.

6. Subscriptions, Billing & Payment

6.1 Subscription and automatic renewal

Paid plans are offered on a subscription basis (e.g., monthly or annually). Your subscription will automatically renew at the end of each billing period, and your payment method will be charged the then-current fees, unless you cancel before the renewal date. You can cancel at any time through your account settings or by contacting us; cancellation takes effect at the end of the current billing period.

6.2 Payment processing

Payments are processed by third-party payment processors (currently Stripe). By providing a payment method, you authorize us and our processor to charge all fees, taxes, and other amounts due. You agree to the processor’s terms. We do not store full payment card numbers.

6.3 Price changes

We may change fees at any time. Price changes for existing subscriptions take effect at the start of the next billing period after we provide notice (by email or in-Service notice). Your continued use after the change takes effect constitutes acceptance of the new fees.

6.4 Taxes

Fees are exclusive of all taxes, levies, and duties. You are responsible for all such amounts (other than taxes on our net income).

6.5 Late payment; chargebacks

If any amount is not paid when due, we may suspend or terminate the Service without liability. Initiating a chargeback or payment dispute that we reasonably determine to be invalid is a material breach of these Terms, and we may recover the disputed amounts plus reasonable costs of recovery, including processor fees.

6.6 Seats

Seat-based plans are licensed per individual user. Seats may be reassigned to new users but may not be shared concurrently by multiple individuals.

7. Refunds

All fees are non-refundable, including for partial billing periods, unused seats, downgrades, or unused features, except where a refund is required by applicable law or expressly stated otherwise in writing by us. We may, in our sole discretion, issue credits or refunds in individual cases; doing so does not obligate us to do so again.

8. License & Restrictions

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription term. We reserve all rights not expressly granted. You will not, and will not permit any third party to:

• copy, modify, translate, or create derivative works of the Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or architecture of the Service, except to the extent such restriction is prohibited by law;
• rent, lease, sell, resell, sublicense, distribute, or otherwise make the Service available to third parties, or operate the Service as a service bureau, without our prior written consent;
• circumvent or attempt to circumvent any usage limits, seat limits, security measures, or access controls;
• use the Service to build, train, or improve a competing product or service, or for competitive benchmarking;
• remove, obscure, or alter any proprietary notices; or
• access the Service by means of automated scripts, scrapers, or crawlers other than documented APIs and authorized MCP clients.

9. Acceptable Use

You will not use the Service to:

• violate any applicable law, regulation, or third-party right (including intellectual property, privacy, and publicity rights);
• upload, store, process, or transmit content that is unlawful, infringing, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable;
• upload or distribute malware, or use the Service to develop, deliver, or operate malicious code, phishing, or denial-of-service attacks;
• probe, scan, or test the vulnerability of the Service or any related system or network, or breach any security or authentication measure, except pursuant to a written authorization from us;
• interfere with or disrupt the integrity or performance of the Service or any third party’s use of it;
• store or process any data in violation of a duty you owe to a third party, or any data for which you lack all necessary rights and consents;
• upload protected health information, payment card data, government identification numbers, or other specially regulated data unless we have expressly agreed in writing to receive it (the Service is not designed for, and we expressly disclaim, HIPAA, PCI-DSS, FERPA, or similar regulated-data compliance absent such written agreement);
• misrepresent your identity or affiliation, or use the Service to send unsolicited communications (spam); or
• encourage or enable anyone else to do any of the above.

We may (but are not obligated to) monitor use of the Service for compliance and may investigate any suspected violation. We may remove or disable access to any content, tool, or integration, and suspend or terminate any account, that we reasonably believe violates this Section, in our sole discretion and without notice or liability.

10. Customer Content

10.1 Your ownership

You retain all right, title, and interest in and to the data, connections, data sets, prompts, configurations, files, and other materials that you or your users submit to or store in the Service (“Customer Content”). These Terms do not grant us any ownership of Customer Content.

10.2 License to us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use Customer Content as necessary to (a) provide, maintain, secure, and improve the Service; (b) prevent or address service, security, support, or technical issues; (c) comply with law; and (d) as otherwise permitted by your instructions or our Privacy Policy. This license includes our subprocessors (such as cloud hosting and AI model providers) acting on our behalf.

10.3 Your responsibility

You are solely responsible for the accuracy, quality, legality, and rights status of Customer Content and the means by which you acquired it. You represent and warrant that you have all rights, consents, and permissions necessary to submit Customer Content to the Service and to grant the license above, and that Customer Content does not violate Section 9. We have no obligation to review Customer Content and assume no responsibility or liability for it.

10.4 Usage data

We own all anonymized, aggregated, or de-identified data derived from use of the Service (including telemetry, performance, and usage statistics), and may use it for any lawful purpose, provided it does not identify you or any individual.

10.5 Backups and loss

You are responsible for maintaining independent backups of Customer Content. We are not liable for any loss, corruption, or deletion of Customer Content, including following termination, suspension, or trial expiration.

11. AI Features & Outputs

The Service integrates with third-party AI clients and large language model providers that you connect to your governed connectors, tools, and data sets. You acknowledge and agree that:

• AI-generated or AI-assisted outputs (“Outputs”) are probabilistic and may be inaccurate, incomplete, offensive, or unsuitable for your purposes. You must independently verify Outputs before relying on them.
• Outputs do not constitute legal, financial, medical, or other professional advice;
• Customer Content accessed by the AI clients you connect may be processed by those third-party providers under their respective terms, as described in our Privacy Policy;
• similar or identical Outputs may be generated for other customers, and we make no representation regarding the intellectual property status, originality, or non-infringement of Outputs;
• you are solely responsible for your use of Outputs, including compliance with applicable law and third-party rights; and
• we may impose limits on AI feature usage (tokens, requests, storage) at any time.

12. Third-Party Services

The Service interoperates with third-party services, including OAuth identity providers, MCP clients, AI model providers, payment processors, and cloud infrastructure. Your use of any third-party service is governed solely by that third party’s terms, and we are not responsible or liable for third-party services, their availability, security, or data practices, or for any loss or damage arising from them. References to third parties do not imply endorsement.

13. Intellectual Property & Feedback

The Service, including all software, models, interfaces, designs, documentation, text, graphics, logos, and trademarks (including “orionOmega” and “mcpMyAdmin”), and all intellectual property rights therein, are owned by the Company or its licensors and are protected by intellectual property laws. If you provide suggestions, ideas, feature requests, or other feedback, you hereby assign to us all right, title, and interest in such feedback, and we may use it without restriction, attribution, or compensation.

14. Copyright (DMCA) Policy

We respect intellectual property rights and respond to notices that comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe content on the Service infringes your copyright, send a notice containing: (a) identification of the copyrighted work; (b) identification and location of the allegedly infringing material; (c) your contact information; (d) a statement of good-faith belief that the use is unauthorized; (e) a statement, under penalty of perjury, that the notice is accurate and you are authorized to act; and (f) your physical or electronic signature, to our designated agent at helpdesk@orionomega.dev (Subject: “DMCA Notice”). We may remove allegedly infringing material and may terminate accounts of repeat infringers.

15. Beta Features

We may offer alpha, beta, preview, or early-access features (“Beta Features”). Beta Features are provided “AS IS,” may be modified or discontinued at any time, may be subject to additional terms, and are excluded from any availability or support commitments. We have no liability arising from Beta Features. You may not disclose non-public information about Beta Features without our written consent.

16. Privacy & Data

How we collect and use personal information is described in our Privacy Policy. You are responsible for ensuring that your collecting and submission of any personal information contained in Customer Content complies with applicable privacy and data protection laws, including providing all required notices and obtaining all required consents from your end users and data subjects.

17. Term, Suspension & Termination

17.1 Term

These Terms apply from your first use of the Service and continue until terminated.

17.2 By you

You may stop using the Service and cancel your subscription at any time via account settings. Cancellation takes effect at the end of the current billing period; no refunds are owed for the remainder of the period.

17.3 By us

We may suspend or terminate your access to all or part of the Service at any time, with or without cause or notice, including for actual or suspected breach of these Terms, non-payment, security risk, legal compliance, or discontinuation of the Service. Where practicable, we will endeavor to provide notice, but we are not obligated to do so.

17.4 Effect of termination

Upon termination or expiration: (a) your license and access rights end immediately; (b) all unpaid fees become immediately due; and (c) we may delete Customer Content and account data after a reasonable period (and have no obligation to retain or provide it). Sections that by their nature should survive (including Sections 7, 8, 10.4, 11, 13, 17.4, 18, 19, 20, 21, 22, and 25) survive termination.

18. Disclaimer of Warranties

To the maximum extent permitted by law, the Service, all content, AI features, Outputs, and Beta Features are provided “as is” and “as available,” with all faults and without warranty of any kind. The Company and its licensors and suppliers expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components, that defects will be corrected, or that any data (including Customer Content and AI Outputs) will be accurate, preserved, or not lost. No advice or information, whether oral or written, obtained from us or through the Service creates any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

19. Limitation of Liability

To the maximum extent permitted by law: (a) in no event will the Company or its members, managers, officers, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunities, data, or Customer Content, or for the cost of substitute services, arising out of or relating to these Terms or the Service, under any theory of liability (contract, tort, negligence, strict liability, or otherwise), even if advised of the possibility of such damages and even if a remedy fails of its essential purpose; and (b) the Company’s total aggregate liability arising out of or relating to these Terms and the Service will not exceed the greater of (i) the amounts you paid to the Company for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (US$100).

The exclusions and limitations in this Section apply to the fullest extent permitted by law but do not apply to liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to allocate the risks between the parties and is an essential basis of the bargain.

20. Indemnification

You will defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, agents, licensors, and suppliers from and against any claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Content; (b) your use or misuse of the Service or Outputs; (c) your breach of these Terms or violation of applicable law; (d) your violation of any third-party right; or (e) any dispute between you and your end users or seat holders. We may assume the exclusive defense and control of any matter subject to indemnification (at your expense), in which case you agree to cooperate with our defense. You may not settle any such claim without our prior written consent.

21. Dispute Resolution & Arbitration

Please read this section carefully. It requires you to arbitrate disputes on an individual basis and waives your right to a jury trial and to participate in class actions.

21.1 Informal resolution first

Before filing any claim, you and we agree to attempt to resolve the dispute informally. Send a written description of the dispute to helpdesk@orionomega.dev (Subject: “Legal Dispute”), including your name, account email, and the relief sought. The parties will negotiate in good faith for at least sixty (60) days from receipt, which is a condition precedent to commencing arbitration or litigation. The applicable statute of limitations is tolled during this period.

21.2 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or, where applicable, Consumer Arbitration Rules), as modified by these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted by a single arbitrator, in English, with the seat of arbitration in Sioux Falls, South Dakota, although hearings may be conducted by videoconference or, for consumer claims, in the county of your residence where the AAA rules so require. The arbitrator has exclusive authority to resolve all disputes regarding the interpretation, applicability, or enforceability of this agreement to arbitrate, except that the enforceability of the class waiver in Section 21.4 shall be decided by a court. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Exceptions

Either party may (a) bring an individual claim in small claims court if it qualifies; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information, or to prevent unauthorized access to or abuse of the Service.

21.4 Class action and jury waiver

You and the Company each waive the right to a trial by jury and the right to participate in a class action, collective action, consolidated proceeding, or representative proceeding. All claims must be brought in the parties’ individual capacity only. The arbitrator may not consolidate more than one person’s claims. If the class waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and all remaining claims remain subject to arbitration.

21.5 Mass arbitration

If twenty-five (25) or more similar demands for arbitration are filed against the Company by the same or coordinated counsel, the parties agree to staged, batched proceedings: claims will be grouped into batches of up to twenty-five (25); a single batch will proceed first as bellwether arbitrations, with all other demands held in abeyance (and filing fees deferred) pending their resolution and a subsequent mediation, before further batches may proceed. A court of competent jurisdiction may enforce this subsection, and the statute of limitations is tolled for claims held in abeyance.

21.6 Opt-out

You may opt out of this arbitration agreement (except the jury waiver, which remains) by emailing helpdesk@orionomega.dev with subject line “Arbitration Opt-Out” within thirty (30) days of first accepting these Terms, including your name and account email. Opting out does not affect any other provision of these Terms.

21.7 Time limit on claims

To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim accrued, or it is permanently barred.

22. Governing Law & Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of South Dakota and applicable U.S. federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter not subject to arbitration under Section 21, the state and federal courts located in Minnehaha County, South Dakota will have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there. Nothing in this Section deprives a consumer of mandatory protections of the law of their place of residence where such law applies notwithstanding a choice of law.

23. Changes to These Terms

We may modify these Terms at any time. If we make material changes, we will provide notice by posting the updated Terms on this page with a new “Last Updated” date and, where required by law or where we deem appropriate, by additional means such as email or in-Service notice. Changes are effective upon posting unless a later date is stated. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and cancel your subscription before the changes take effect.

24. Export Controls & Sanctions

You may not use, export, re-export, or transfer the Service except as authorized by U.S. law and the laws of the jurisdiction in which you access the Service. You represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed or comprehensively sanctioned jurisdiction, and are not a denied or restricted party under applicable export control or sanctions laws.

25. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and any supplemental terms, constitute the entire agreement between you and the Company regarding the Service and supersede all prior or contemporaneous agreements and understandings.
• Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent; any attempted assignment in violation is void. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.
• Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing and signed by us.
• Force majeure. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, utility or internet failures, or failures of third-party providers.
• Notices. We may provide notices via the Service, by email to the address on your account, or by posting to our website. Notices to us must be sent to helpdesk@orionomega.dev.
• No third-party beneficiaries. These Terms do not confer any rights on any third party, except that the Company’s indemnified parties and licensors may enforce provisions expressly for their benefit.
• Independent contractors. The parties are independent contractors; these Terms do not create any partnership, joint venture, agency, or employment relationship.
• U.S. Government use. The Service is “commercial computer software” and related documentation; government users acquire only those rights granted to all other customers under these Terms.
• Headings; interpretation. Headings are for convenience only. “Including” means “including without limitation.”

26. Contact

ELEVETE LLC dba orionOmega
Email: helpdesk@orionomega.dev