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Terms of Service for Orbiq Trust Center Platform

Version 1.0 - Effective June 01, 2025

Welcome and thank you for your interest in Orbiq!

We have designed our contracting process to be as simple as possible to accelerate your path to using Orbiq solutions and automating security reviews. Our terms are balanced and specifically designed to reflect our product offerings and business practices. We continuously benchmark against industry standards and listen to our customers and partners to provide the terms and protections most appropriate for our current offerings.

These Terms of Service (the "Terms") are an important, binding contract between us and you. Please read them carefully before using Orbiq.

Our products and services are intended exclusively for business or professional use.

Our agreements and policies provide our customers and partners with transparency and detailed information about Orbiq's products and services, our handling of customer content and personal data, and respective responsibilities and obligations.

Orbiq has several policies (the "Policies") that are part of these Terms and are each incorporated into this Agreement (as further defined):

  1. Acceptable Use Policy
  2. Privacy Policy
  3. Data Processing Addendum
  4. Responsible Disclosure Policy
  5. Security Policy
  6. Sub-processor Directory
  7. Brand Guidelines
  8. Support Policy

Definitions

"Orbiq", "we", "our" and "us" means Orbiq GmbH, Ludwig-Erhard-Str. 18, 20459 Hamburg, Germany.

"Customer", "you" and "your" refers to you in your individual capacity or, if your access is on behalf of your organization, to your organization and all its users and end users.

"Services" means the Orbiq website and other software and services provided by us, including app.orbiqhq.com, trust.orbiqhq.com and without limitation all other paid or free products or features, including:

  • Vendor Trust Center applications such as "Discover", "Manage" and "Review"
  • Customer Trust Center applications such as "Trust Center", "Knowledge Base", "Browser Extension" and "Questionnaire Responses"
  • Account management, support and related services
  • All other platforms, APIs, interfaces, related websites, networks, embeddable widgets, downloadable software and other services provided by us.

1. Summary

The general concept of these Terms is that we grant you a license to use the Services and maintain an account for the Services. In return, you agree to comply with our terms and policies.

You acknowledge and agree that:

  • The Services are licensed, not sold to you, and you may only use the Services as set forth in these Terms
  • You are solely responsible for exporting Customer Data and Trust Center content before closing your Orbiq account
  • You are solely responsible for protecting the privacy and legal rights of your end users and counterparty users, unless otherwise provided in a data use agreement between you and Orbiq, if applicable
  • [ADAPTED FOR US LAW] The Services are provided "AS IS" and Orbiq's liability to you is limited to the maximum extent permitted by law
  • [ADAPTED FOR US LAW] Disputes will be resolved through binding arbitration in the United States

These Terms take effect when you click an "I accept" button or equivalent checkbox, sign a contract that incorporates these terms by reference, or, if earlier, when you use the Services.

2. Eligibility

You must be at least eighteen (18) years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least eighteen (18) years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and use of the Services complies with applicable laws and regulations.

If you use the Services on behalf of a legal entity, you represent and warrant that you are authorized to bind that organization to these Terms.

We may, in our sole discretion, refuse to provide the Services to any individual or entity, suspend or terminate your access to the Services at any time, take remedial action, or change eligibility criteria. If you discover that use of the Services violates the Acceptable Use Policy or the terms of this Agreement, you will immediately suspend access.

3. Your Account and Use of the Services

To access the Services, you may need to create an Orbiq account or join an existing Orbiq account.

When registering for an account, you may need to provide us with some personal information such as your email address, phone number, or other contact information. You are responsible for ensuring that the information you provide is accurate and that you keep it up to date at all times. You are responsible for all activities that occur through your accounts, regardless of whether those activities are performed by you, your employees, end users, counterparties, or other third parties (including your contractors or agents). You may create additional end user accounts for users inside or outside your organization. In doing so, you represent that you are authorized and have consent to provide information about such users, if applicable, and that we may use such information for the purpose of providing the Services.

If you fail to meet your obligations or violate our Acceptable Use Policy, we may classify your account as not in good standing and take remedial action. The determination of good standing is at Orbiq's sole discretion.

ORBIQ RESERVES THE RIGHT TO SUSPEND A USER'S ACCESS TO ANY PART OF THE SERVICE AND TERMINATE A USER'S ACCOUNT.

You may terminate your account and/or access to the Services and this Agreement at any time in accordance with Section 12.

A. Your Obligations

To access your account or the Services, you expressly agree that your obligations (including, for the avoidance of doubt, the obligations of your end users and counterparty users) include, but are not limited to:

  • Your use of the Services must comply with all applicable laws, regulations and ordinances, including all laws regarding the export of data or software.
  • You provide us with truthful and accurate information and responses in connection with your use of the Services.
  • You contact us immediately if you suspect that an unauthorized third party is using your account or if your account information is lost or stolen.
  • You do not attempt to access Orbiq's internal administration tools.
  • You do not attempt to disrupt the Services.
  • You comply with the Acceptable Use Policy.
  • You comply with the restrictions in our Security Policy regarding implementation of the Services.
  • You make payment for the Services on time as specified in the Billing Policy and in any Customer Orders you execute.
  • If you use the Services to process regulated data, including but not limited to HIPAA PHI or EU GDPR personal data, you must have a valid, signed HIPAA Business Associate Agreement, EU GDPR Privacy Agreement, or other applicable agreement with Orbiq and have applied all required security configurations and controls to your account pursuant to such agreement.
  • Maintain backup copies of Customer Content outside of Orbiq.
  • Properly handle all claims relating to Customer Content and properly handle and process notices to you or your affiliates from persons claiming that Customer Content violates such persons' rights, including notices under the Digital Millennium Copyright Act.

B. Paid Services

To access paid Services, you may need to sign a mutually executed Order Form and/or Master Services Agreement and applicable policies that we may require. Use of and access to the Services are subject to the applicable Order Form, Master Services Agreement and policies, if such properly executed Order Form or Master Services Agreement exists between you and us. In the event of any conflict between this Agreement and the Master Services Agreement or any other agreement and the Master Services Agreement, the Master Services Agreement shall prevail.

C. Orbiq AI Usage Restrictions and Availability

Orbiq may monitor, restrict or suspend Customer's use of Orbiq AI if Orbiq believes that Customer's use circumvents rate limits, compromises the security, functionality or integrity of products and/or services, violates the Agreement, or could otherwise make Orbiq liable. Orbiq does not offer a service level agreement for Orbiq AI products and features.

4. Privacy and Security

A. Your Privacy

Please read our Privacy Policy, which is part of this Agreement and to which you are hereby bound. Notwithstanding any other provision of this Agreement, Orbiq collects and uses personal data as described in the Privacy Policy, which may be amended from time to time in our sole discretion. Orbiq will inform Customer of any use or disclosure of content containing personal data in accordance with our Privacy Policy or any Data Processing Addendum. Please also note our Responsible Disclosure Policy.

B. End Users & Your End Users' Privacy

You are responsible for protecting the privacy and legal rights of your end users and counterparties. Your responsibilities include, but are not limited to:

  • Properly configuring the Orbiq Services to protect your users' data;
  • Configuring and enforcing user access policies and permissions for the Orbiq Services;
  • Providing legally appropriate privacy notices to your users and informing them that their data may be accessible to Orbiq and/or our affiliates under certain circumstances in accordance with our Privacy Policy;
  • Complying with GDPR requirements for processing personal data
  • Protecting passwords, API keys, CLI tokens and other sensitive credentials;
  • Managing Orbiq roles, users and permissions;
  • The security and suitability of third-party services you use

5. Fees and Costs

A. Payments, Pricing and Billing

[ADAPTED FOR US LAW] You will incur fees and costs based on your use of the Services. Fees are charged as described under "Services" and may be changed from time to time in our sole discretion notwithstanding any other provision of this Agreement. Such changes will be updated at https://www.orbiqhq.com/#pricing or elsewhere on the Site.

We reserve the right to change our Billing Policy as described in this Agreement. In such case, we will notify you thirty (30) days before the start of the billing period in which the changed policy applies.

We bill monthly or as specified in your Order. We may bill you more frequently if we determine that your account is at risk of non-payment. Outstanding amounts become immediately due and payable upon termination of this Agreement for any reason.

All amounts payable are stated in US Dollars (USD), and you agree to pay all applicable amounts in USD. If you link a debit or credit card to your account, you expressly authorize us to charge service fees to your linked debit card or charge your linked credit card on a recurring basis. Regardless of payment device, we reserve the right to charge service fees from your linked bank account. You represent and warrant that (i) the credit card information you provide is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including any applicable taxes.

Interest may accrue on late payments at the rate of 1.5% per month (or the highest rate permitted by law, if lower). Fees are exclusive of taxes. You are responsible for paying all reasonable costs and attorneys' fees incurred by us in collecting late payments. We reserve the right to suspend provision of the Services to you for late payment.

To the extent permitted by law, you waive all claims relating to fees unless claimed within sixty (60) days of the charge (this does not affect your rights with your credit card issuer). Refunds (if any) are at our sole discretion to the extent permitted by law and only in the form of credit for the Services. Nothing in this Agreement obligates Orbiq to extend credit to any party.

B. Taxes

All prices are exclusive of applicable sales, use, value-added, or similar taxes. You are responsible for paying all taxes and government charges.

6. Suspension, Removal and Remedial Actions

Under certain circumstances, you are required to block or remove content from the Services and take remedial action, for example when Customer Content is compromised or violates our Acceptable Use Policy.

In addition to your obligations, we reserve the right to suspend your account, your access or the access of your end users and counterparties to the Services and/or to block or remove content or access to the Services ("Remedial Actions"), in our sole discretion and without notice. Our right to Remedial Actions is in addition to our right to terminate this Agreement under Section 12.

A. Your Obligations

If you discover that Customer Content, use of the Services or data by end users or counterparties violates the Acceptable Use Policy, you are obligated to immediately suspend the end user's or counterparty's access, remove the relevant content, and otherwise remedy the violation. If you do not remedy the violation yourself, we will expressly request that you do so. If you do not remedy the violation within the time specified in our request (in any event no later than 24 hours), we may take Remedial Actions.

We reserve the right to take Remedial Actions if you violate this Agreement, including if you are more than fifteen (15) days delinquent in your payment obligations.

B. Our Obligations

We always strive to resolve issues of acceptable use within a mutually acceptable timeframe.

For Remedial Actions, we will provide you with a reasonable period to remedy, to the extent legally possible, unless immediate action is necessary to protect our systems or other customers.

However, we reserve the right to take unilateral Remedial Actions at any time to enforce our policies and ensure the security of our customers and their users. If we take Remedial Actions without prior notice, we will inform you of the reason as soon as possible.

7. Intellectual Property

A. Content

As between you and Orbiq, you own Customer Data. You are solely responsible for the development, operation, maintenance and use of Customer Data.

You represent and warrant to us that:

  • You or your licensors own all rights, title and interest in Customer Data
  • You have all rights in Customer Data necessary to grant the rights provided in these Terms
  • None of the Customer Data or use of the Services will violate our Acceptable Use Policy

B. Proprietary Rights

Except as expressly set forth in Sections 9 and 10, this Agreement does not grant either party any rights, implied or otherwise, to the content or intellectual property of the other party. Between the parties: You own all intellectual property rights in your Customer Data, and we own all intellectual property rights in the Services.

Notwithstanding this general principle:

  1. You consent to our use of Customer Content to provide the Services to you, your end users and your counterparties.
  2. We may disclose Customer Content and Service Data to provide the Services to you, your end users and your counterparties.
  3. We may use Service Data to improve products and/or services and to properly manage your account. In addition, Orbiq and any relevant third-party LLM providers may use Service Data related to inputs and outputs to train or otherwise improve Orbiq AI, but only to the extent such Service Data has been (a) anonymized so as not to identify Customer, its end users, its counterparties or other persons, and (b) aggregated (for example, we may derive underlying security themes from questions in one of your security questionnaires and use such Service Data to improve and refine the prompts we coordinate with our third-party LLM service providers).
  4. You permit Orbiq and any respective third-party LLM providers to use inputs, outputs and other Customer Content submitted to Orbiq AI as necessary to provide Orbiq AI products and features, comply with applicable law, and enforce respective policies. You acknowledge and agree that Orbiq may use inputs and outputs for the purpose of improving products and/or services, including training Orbiq AI models and similar related services, and you instruct Orbiq to process inputs and outputs for such purposes, provided that Orbiq does not share inputs and outputs with other customers in connection with the foregoing. Notwithstanding the foregoing, Orbiq contractually prohibits third-party LLM providers from using Customer Content for training or otherwise improving third-party LLM provider services for general use. Opt-out: You may request that Orbiq exclude inputs and outputs from Orbiq AI-related training and improvement activities by sending such request to support@orbiqhq.com;
  5. We may disclose Customer Content and Service Data to comply with requests from government or regulatory authorities (including subpoenas or court orders).
  6. If you submit suggestions to us, we reserve all rights and claims to your suggestions, even if you have marked them as confidential. We and our affiliates are entitled to use your suggestions without restriction. You hereby irrevocably transfer to us all rights and claims to your suggestions.

8. Copyright Infringement

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Orbiq Services, please notify our Copyright Agent pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:

  • An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  • Identification of the copyrighted work that you claim has been infringed;
  • Identification of the material that is allegedly infringing and where it is located in the Service;
  • Information sufficient to permit us to contact you, such as your address, telephone number, and email address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  • A statement made under penalty of perjury that the above information is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

Send the above information to:

Orbiq GmbH Attn: Copyright Notices Ludwig-Erhard-Str. 18 DE-20459 Hamburg

Orbiq will promptly terminate without notice the accounts of users that are determined by Orbiq to be "repeat infringers." A repeat infringer is a user who has been notified of infringing activity or has had content removed from the Service at least twice.

This procedure is solely for notifying Orbiq of your copyrighted material infringement. This policy is to protect and comply with Orbiq's rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but does not constitute legal advice. Contact an attorney for advice regarding your specific rights and obligations.

9. Your Licenses from Orbiq

A. License to Access and Use the Services

Except as expressly set forth in Sections 9 and 10, this Agreement does not grant either party any rights, implied or otherwise, to the content or intellectual property of the other party.

We grant you a limited, worldwide, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Services solely in accordance with this Agreement. This license is only valid during the term of this Agreement and terminates upon termination. This license is subject to the following restrictions:

  1. Neither you nor end users nor counterparty users may use the Services in any way or for any purpose not expressly permitted in this Agreement.
  2. Neither you nor end users or counterparty users may (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software contained in the Services (except to the extent that software contained in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid fees or exceed usage limits or quotas, (d) resell or sublicense the Services, or (e) circumvent the security mechanisms used by Orbiq or in the Services;
  3. All licenses granted to you in this Agreement are conditioned upon your continued compliance with this Agreement and will terminate immediately and automatically if you breach any provision or condition of this Agreement; and
  4. During and after the term, you will not assert against us or our affiliates, customers, vendors, business partners, or licensors any patent infringement or other intellectual property infringement claim regarding the Services you use, nor will you authorize, assist or encourage any third party to assert such claims.

B. Our Trademarks

Orbiq hereby grants you a limited, non-exclusive, royalty-free and non-transferable license (without the right to sublicense) to display the Orbiq Marks solely for the purpose of promoting your use of the Orbiq Services. This license may only be exercised in accordance with the current version of our Brand Guidelines. You agree that all goodwill generated by your use of the Orbiq Marks will inure to the benefit of Orbiq.

10. Our Licenses from You

You hereby grant us a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, host, store, transmit, modify for display formatting purposes, and distribute all content, Service Data and information to affiliated third parties, solely for the purpose of enabling us to provide the Services to you, including the provisions in the Privacy Policy, notwithstanding any other sections of this Agreement.

If Customer Content uses or contains intellectual property in which Customer or a third party has an interest, including Customer Content relating to a third party accessing Customer Content in connection with the Services, (a) you represent and warrant that you are authorized to share such intellectual property under these terms and instruct Orbiq to use such intellectual property to provide the Services, and (b) you grant us a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display, host, store, transmit, modify for display formatting purposes, and distribute such intellectual property, solely for the purpose of providing the Services in a manner consistent with this Privacy Policy.

11. Third Party Links and Content; Other Users

  1. Third Party Links and Content. The Site may contain links to third party websites, services and content and/or display third party advertisements or offers (collectively, "Third Party Links and Content"). Orbiq does not control and is not responsible for such Third Party Links and Content. Orbiq provides you with access to such Third Party Links and Content only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Links and Content. You use all Third Party Links and Content at your own risk and should apply appropriate caution and discretion. When you click on Third Party Links and Content, the applicable third party's terms and policies apply, including the third party's privacy and data collection practices, if you leave the Service. You should make any investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Links and Content.
  2. Other Users. Each user of the Site is solely responsible for their own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for User Content, whether provided by you, us or others. We make no guarantees regarding the accuracy, currency, suitability, or quality of User Content. Your interactions with other Site users are solely between you and such users. You agree that Orbiq will not be liable for any loss or damage resulting from such interactions. In the event of a dispute between you and a Site user, we are not obligated to intervene.

12. [ADAPTED FOR US LAW] Termination

The license granted in this Agreement remains in effect unless terminated early pursuant to the provisions of this Agreement. Sections 7 (Intellectual Property), 12 (this section), 15 (Indemnification), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 21 (Governing Law), 22 (Dispute Resolution and Arbitration), and 24 (General Terms) will survive termination of this Agreement.

Unless you have entered into a properly executed Master Services Agreement, Sales Order or other contractual commitment with Orbiq that supersedes any conflicts with the provisions of this Section 12:

You may terminate this Agreement at any time by terminating your account.

We may terminate this Agreement in our sole discretion for any reason or no reason by terminating your account or any portion of your access to the Services.

YOU ARE SOLELY RESPONSIBLE FOR EXPORTING CUSTOMER CONTENT FROM THE SERVICES PRIOR TO CLOSING YOUR ACCOUNT. IF WE TERMINATE YOUR ACCOUNT, WE WILL PROVIDE YOU WITH A REASONABLE PERIOD TO RECOVER CUSTOMER CONTENT TO THE EXTENT PERMITTED BY LAW.

Upon termination of this Agreement, you will not receive a refund. Upon termination of this Agreement, all your rights under this Agreement immediately terminate and all fees and costs owed by you (including all applicable taxes), including fees and costs for ongoing tasks completed after the termination date, become immediately due and payable.

13. Publicity

You acknowledge and agree that during the term of this Agreement (including any extensions and renewals), you consent to Orbiq using Customer's name and logo and general description of Customer's relationship with Orbiq in press releases and other marketing materials and appearances. You also permit Orbiq to use Customer's name as a reference account for marketing purposes and agree to support Orbiq from time to time by participating in reference calls and other marketing events, including with the press, analysts, and existing or potential investors or customers of Orbiq upon reasonable request by Orbiq.

14. Changes to the Services and these Terms

You acknowledge and agree that the form and nature of the Services provided by Orbiq may change from time to time without prior notice to you, subject to the provisions in Section 6. Changes to the form and nature of the Services apply to all versions of the Services. Examples of changes to the form and nature of the Services include, but are not limited to, changes to applicable Master Services Agreements, policies referenced in this Agreement, security patches, added features, and other enhancements.

We also reserve the right to modify the Agreement, these Terms, and the Policies at any time in our sole discretion with prospective effect.

If the modified agreements, terms or policies materially change your rights or obligations, we may require your consent by accepting the modified terms or policies. If we require your consent to the modified terms or policies, the changes will not take effect until you consent. Your continued use of the Services constitutes consent to such changes and the updated agreements, terms or policies.

If you do not accept the modified terms or policies, we may terminate your access to and use of the Services. If you are contractually bound to Orbiq, we may not renew your contract.

If a change to these terms or policies does not materially change your rights or obligations, we will notify you of the change to a reasonable extent. We may notify you via a pop-up or banner within the Services, by email to the address you used to register your account, or through similar mechanisms. Such changes will take effect upon publication of the modified terms or policies.

Disputes arising from this Agreement will be resolved according to the version of this Agreement or, if a properly executed Master Services Agreement exists, according to the Master Services Agreement in effect between the parties at the time of the dispute.

15. Indemnification

A. Our Obligations to You

We agree to defend, indemnify and hold harmless Customer and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Customer Entities") from and against any third-party claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees and costs, arising out of or relating to: (a) Indemnitor's breach of any part of this Agreement, any representation, warranty or agreement referenced in this Agreement, or any applicable law or regulation; or (b) Indemnitor's violation of any third-party rights, including intellectual property rights or publicity, confidentiality, other property or privacy rights.

The above defense and indemnification obligations do not apply to free or trial versions of the Services.

B. Your Obligations to Us

You agree that you are responsible for your use of the Services. If you harm someone or get into a dispute with someone else, we will not intervene. You agree to defend, indemnify and hold harmless Orbiq and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Orbiq Entities") from and against any third-party claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to the Services, your use or alleged use of the Services that does not comply with the requirements of this Agreement or the documentation or instructions for use of the Services provided by Orbiq; (b) your violation of any part of this Agreement, any representation, warranty or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third-party rights, including intellectual property rights or rights of publicity, confidentiality, other property or privacy rights with respect to, but not limited to, Customer Content that Customer has provided to Orbiq; (d) disputes or issues between you and any third party regarding the Services; or (e) Customer Content.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification (without limiting your indemnification obligations with respect thereto). In such case, you agree to cooperate with us in defending such claim. However, our assumption of such defense or control does not relieve you of your indemnification obligations.

16. Warranties

[ADAPTED FOR US LAW] EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORBIQ MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ORBIQ IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OR FAILURE TO STORE CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE, FOR CORRUPTED CONTENT PROVIDED THROUGH THE SERVICES, FOR INACCURATE OR INCOMPLETE THIRD-PARTY CONTENT, OR FOR DATA BREACHES NOT CAUSED BY OUR GROSS NEGLIGENCE.

ORBIQ DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE, TIMELY OR UNINTERRUPTED. ORBIQ DOES NOT WARRANT THAT THE SERVICES ARE SECURE UNLESS EXPRESSLY DOCUMENTED. THE SERVICES ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR HIGH-RISK ACTIVITIES. YOU UNDERSTAND THAT YOU USE THE SERVICES AT YOUR OWN DISCRETION AND RISK.

NO ORAL OR WRITTEN ADVICE OR INFORMATION YOU RECEIVE FROM THE SERVICES OR MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING THE ORBIQ ENTITIES OR THE SERVICES NOT EXPRESSLY STATED IN THIS AGREEMENT.

YOU ACKNOWLEDGE AND AGREE THAT OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND THEIR ACCURACY, COMPLETENESS OR CURRENCY IS NOT TESTED, VERIFIED, CONFIRMED OR WARRANTED BY ORBIQ. YOU AND/OR YOUR END USERS SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS FOR SUITABILITY FOR ANY USE CASES OR APPLICATIONS. ORBIQ MAKES NO WARRANTIES REGARDING THE OUTPUT.

YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD OR OTHERWISE OBTAIN THE SERVICES AND MATERIALS OR CONTENT THROUGH THE SERVICE AND RELATED WEBSITES OR SERVICES AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA RESULTING FROM USE OF THE SERVICE OR DOWNLOADING OR USING SUCH MATERIALS OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

17. Limitation of Liability

[ADAPTED FOR US LAW] IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO ACCESS TO OR USE OF THE SERVICES OR INABILITY TO ACCESS OR USE THE SERVICES OR THE MATERIALS OR CONTENT OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT EITHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF THE PARTIES AND THEIR RESPECTIVE AFFILIATES TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE ANY PART OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU PAID TO ORBIQ FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. THEREFORE, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Confidentiality

All Confidential Information of the disclosing party may be used by the receiving party only for the purpose necessary to perform this Agreement or exercise the rights granted to it under this Agreement.

The receiving party agrees to take all reasonable precautions to protect the confidentiality of the other party's Confidential Information and prevent its unauthorized use or disclosure. Notwithstanding the foregoing, the receiving party will take at least the same precautions as it takes to protect its own confidential information of a similar type and sensitivity. The receiving party agrees to (a) keep the other party's Confidential Information strictly confidential; (b) not disclose the other party's Confidential Information to any third party; provided, however, that the receiving party may disclose the other party's Confidential Information (i) to its employees, contractors and professional advisors who have a bona fide need to know such Confidential Information and are subject to confidentiality obligations at least as protective as this Agreement, (ii) as required by law pursuant to the following section.

The receiving party may disclose the disclosing party's Confidential Information only to the extent required by governmental order or applicable law. However, the receiving party must notify the disclosing party in writing of such requirement prior to disclosure and provide sufficient opportunity to (a) review and object to the disclosure or (b) seek an injunction or other appropriate remedy.

The receiving party will promptly return or destroy the Confidential Information, including all copies, documents and other representations containing Confidential Information, upon request or termination of this Agreement. All Confidential Information and all materials or other items containing or disclosing any portion of the Confidential Information, including copies or summaries thereof, are and remain the property of the disclosing party or its customers or vendors.

19. Support

We will provide you with technical support in accordance with our Support Policy, if applicable.

20. Security

You have ongoing security responsibilities to protect Customer Data. You agree to the terms of our Security Policy.

21. [ADAPTED FOR US LAW] Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

22. [ADAPTED FOR US LAW] Dispute Resolution and Arbitration

The parties shall use their best efforts to amicably resolve disagreements regarding these Terms by having their respective executives or other authorized representatives meet.

If an amicable resolution cannot be reached, any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Delaware, United States before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

23. General Provisions

A. Notices

All notices to Orbiq must be in writing and sent to legal@orbiqhq.com. Notice is deemed given when receipt is confirmed by written automated acknowledgment or electronic log (as applicable).

You agree that Orbiq may provide you with notices, including regarding changes to this Agreement, by email, regular mail, or postings on the Orbiq Services. By providing Orbiq your email address, you agree that we may use that email address to send you any notices required by law in lieu of communication by postal mail.

B. Assignment

You may not assign any part of this Agreement without our written consent. Notwithstanding the foregoing, either party may assign all of its rights and obligations under this Agreement without consent of the other party to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

C. Force Majeure

Orbiq will not be liable for any failure or delay in performance of its obligations due to circumstances beyond its reasonable control, including but not limited to acts of government, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

D. No Agency

These Terms do not create any agency, partnership or joint venture between the parties.

E. No Waiver

You agree that any delay or failure by Orbiq to exercise or enforce any right or remedy contained in this Agreement (or that we have under applicable law) for any reason whatsoever does not constitute a formal waiver of our rights and that such rights or remedies remain available to us.

F. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties agree to replace the invalid provision with a valid provision that most closely approximates the economic purpose of the invalid provision.

G. No Third-Party Beneficiaries

This Agreement does not confer any rights on third parties unless expressly stated.

H. Equitable Relief

Nothing in this Agreement limits either party's ability to seek equitable relief.

I. Modifications

This Agreement may be modified at any time pursuant to Section 14.

J. Entire Agreement

This Agreement supersedes all other agreements between the parties relating to its subject matter except for the Master Subscription Agreement(s), if properly entered into between you and us; in which case, the Master Subscription Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on any statement, representation or warranty (whether made negligently or in good faith) other than those expressly set out in this Agreement, and neither party has any remedy based thereon. The terms accessible at any URL referenced in this Agreement and the documentation are hereby incorporated by reference and you acknowledge that you have access to and have reviewed such policies. After the effective date, Orbiq may provide you with an updated URL in lieu of any URL in this Agreement.

K. Interpretation of Conflicting Terms

Where there is a conflict between the documents comprising this Agreement, the documents will control in the following order: The Master Subscription Agreement, this Agreement, and the terms found at any URL.