Notice: This Terms of Service document applies to all clients who have executed an Order Form for the Orb Platform. By using the Platform, you agree to these Terms. These Terms are publicly available for review, but do not apply to general visitors to the Orb website. 

These Orb Platform Terms of Service (these “Terms”) together with a signed order form referencing these Terms (an “Order Form”) constitute a legal binding agreement  (collectively “the Agreement) between you (“You” or “Your”) and OneVigor Inc. DBA Orb Group under company number 82-0822046 with a registered office at 4660 La Jolla Village Dr. Ste 500 San Diego CA 92122  (“Orb” or “Orb Group” or “Us” or “Our” or “We”).  

1. Introduction/Scope 

For purposes of this Agreement, “You” means the company that entered into an Order Form for our Services. These Terms apply to any access and/or use by You of our Platform and Services, including through persons who access and/or use the Platform and/or Services on Your behalf or otherwise with Your permission. 

Even if You have not signed an Order Form, You confirm that You accept these Terms and agree to comply with them if You (or any Authorized End User authorized by You) access or use our Platform or Services. 

If You accept these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such company or legal entity to these Terms. In that event, “You” and “Your” will refer to and apply to such company or entity. 

We respect the personal information that You and your Authorised End Users provide to Us, and we want to be sure You fully understand exactly how We use that information. So, please review Our privacy policy (“Privacy Policy”) . 

You and Your Authorized End Users are responsible for ensuring that any collection, use, or transfer of personal data in connection with the Platform or Services complies with all applicable data privacy and protection laws, including but not limited to the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant local regulations. By using the Platform, You acknowledge and agree to comply with such laws, in addition to Orb’s Privacy Policy. 

If you submit any Content, the terms set out in this Agreement will apply.   We may also have other agreements or terms in place with You which relate to services other than the Platform Services we provide to You and nothing in these Terms will amend or terminate those agreements or terms. 

You are responsible for ensuring that all Authorised End Users and all persons who access the Platform through your internet connection are aware of these Terms, any usage terms in the Order Form and other applicable terms and conditions, and that they comply with this Agreement. 

2. Key Terms. 

Account: Any Orb accounts or instances created by You or on Your behalf within the Platform for use of the Services. 

Authorized End User: You and any of Your employees, contractors, agents, or service providers authorized by You to access or use the Platform under these Terms. 

Orb Client: A client of Orb that uses the Services for its (and its Affiliates’) internal business purposes. 

Content: Data, information, text, messages, media, feedback, materials, or other content provided by You or Your Authorized End Users for use in connection with the Platform or Services. 

Material: Data, information, text, messages, media, feedback, materials, or other content provided by Orb for use in connection with the Platform or Services. 

Partner: A person or legal entity using the Services on behalf of its clients or specific Orb Clients. 

Services: The Orb Platform and any tools, software, content, applications, or functionalities provided by Orb, including file sharing, transfers, and related functionality. 

3.  Changes to Platform, Services and Terms. 

3.1 Orb may modify, suspend, or discontinue the Platform or Services at any time, without notice. 

3.2 Orb may update these Terms from time to time. Material changes will be posted on the Platform and may also be communicated via email. Continued use of the Platform after notice of changes constitutes acceptance of the updated Terms. 

3.3 If You object to any such modifications, Your sole recourse shall be to cease using this Platform. Continued use of this Platform following notice of any such modifications indicates that You agree to be bound by the modifications.  

4. General Use of the Platform. 

4.1 License: Orb grants You a limited, personal, non-exclusive, non-transferable license to access and use the Platform and Services solely for the following Permitted Purposes: 

• Orb Clients: For internal business purposes, subject to the terms of the Agreement. 

• Partners: On behalf of Your clients for internal business purposes or as otherwise approved in writing by Orb. 

4.2 Access is provided on an “as is” and “as available” basis. Orb does not guarantee uninterrupted access, error-free functionality, or specific results. We give no warranty or guarantee regarding the Platform’s functionality. We may suspend or withdraw, or restrict the availability of all or any part of the Platform for business and operational reasons. We make no warranty that this Platform will meet Your requirements or that this Platform or Services will be secure, or error-free, or that defects in the Platform or Services will be corrected. We make no warranty as to the results that may be obtained from the use of the Platform or Services or as to the accuracy or reliability of any information obtained through the Platform or our Services. We are not liable for delays, failures or problems inherent in use of the internet, electronic communication infrastructure and networks, any third party systems or services, or any other systems, infrastructure or networks outside our control. 

4.3 Certain Services may have Additional Terms, which will be made available prior to registration. 

4.4 If You breach these Terms, any Additional Terms, or an Order Form, Your license terminates automatically. You must immediately cease using the Platform and destroy or return all Materials or Content obtained. 

5. Use of the Platform and the Services. 

5.1 Only Authorised End Users may access the Platform and use the Services, except where Orb enables limited shared access functionality. 

“Authorised End Users” means individuals whom You designate and Orb authorises to access the Platform through registered Accounts. 

Orb may also allow You to share specific Materials or Content with third parties who do not hold registered Accounts (“Shared Access Users”). Shared Access Users may access such Materials or Content only in accordance with the permissions You set within the Platform (for example, view-only or download-restricted access) and are deemed to be acting on Your behalf. 

You remain responsible for all activity of Authorised End Users and Shared Access Users and must ensure they comply with these Terms as if they were You. 

5.2 To register for an Account, You must submit your name and email through the Platform registration page. Orb may approve or reject registration at its sole discretion. Upon approval, You will receive an email with instructions to create an Account Password and access the Platform (“Access Protocols”). You may revise Your Account Password at any time via the Platform. All information provided during registration must be accurate, complete, and up to date. You may update or correct your Account information via the Platform or by contacting Orb at platformoperations@orbgroup.com. 

5.3 You must treat all Account credentials (including user IDs, passwords, and other security information) as confidential and must not disclose them to any third party. Orb may disable any credential if it reasonably believes that You have failed to comply with these Terms. If You suspect that any third party knows Your credentials, You must promptly notify Orb at platformoperations@orbgroup.com. 

5.4 Access to the Platform and Services is subject to these Terms. Breach of any provision will result in immediate termination of your license, and You must cease all access and use of the Platform, including destruction or return of downloaded or printed Materials and Content. 

6. Intellectual Property Rights 

6.1 Ownership.  

• Orb owns or is the licensee of all intellectual property rights in the Platform, Material, and any work product resulting from Services. 

• You retain ownership of all intellectual property rights in Your Content. “Orb Group” and the Orb logo are Orb trademarks; other trademarks, logos, and names on the Platform belong to their respective owners. 

6.2 Permitted Use 

• You may print or download one copy of any page(s) from the Platform for your Permitted Purposes and may share extracts internally. 

• You must not modify downloaded or printed Materials or Content, or separate illustrations, photographs, audio, or video from accompanying text. 

• Orb’s authorship and contributions must be acknowledged where applicable. 

6.3 Restrictions 

• Materials or Content may not be used for commercial purposes without a license from Orb, the relevant Client, Partner, or licensor. 

• Unauthorized use, printing, copying, or downloading terminates your license immediately. Orb may require return or destruction of such copies. 

6.4 No Responsibility for Content 

• Orb does not verify, approve, or assume responsibility for Content uploaded by Users. 

7. Your Content 

7.1 You may submit or upload Content to the Platform. 

7.2 You warrant that all Content complies with the standards in this Agreement, and you are liable to Orb for any breach. 

7.3 You retain ownership of Your Content but grant Orb a limited license to use, store, and copy it. 

7.4 Orb may disclose your identity to any third party claiming infringement of intellectual property or privacy rights. 

7.5 Orb may remove any Content that does not comply with this Agreement’s outlined standards. 

7.6 You are solely responsible for securing and backing up Your Content. 

7.7 Orb does not store terrorist content. 

7.8 License Grant 

• You grant Orb an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to use, reproduce, distribute, prepare derivative works of, and display Your Content via the Platform. 

• License expires when You delete the Content from the Platform. 

7.9 Representations & Warranties 
You represent and warrant that: 
(i) You own all rights in Your Content or have obtained necessary rights; 
(ii) Content does not infringe third-party intellectual property; 
(iii) Content complies with applicable law; 
(iv) Content complies with Clause 8 standards. 

7.10 Indemnity 
You shall indemnify Orb (and if a Partner, its Clients) for all liabilities, costs, damages, and losses arising from claims of IP infringement or breach of these Terms. 

7.11 Content Monitoring 
Orb may, but is not obligated to, monitor, pre-screen, remove, or refuse Content for any reason. Orb is not responsible for loss, theft, or damage of Content. 

7.12 Viruses & Security 

• You must not introduce viruses or malicious code. 

• Orb does not guarantee Platform security. 

• You are responsible for configuring IT systems and using virus protection. 

7.13 Misuse & Criminal Conduct 

• You must not misuse the Platform, attempt unauthorized access, or perform denial-of-service attacks. 

• Breach constitutes criminal conduct, and Orb will report to authorities. 

• Access will cease immediately upon such a breach. 

8. Content Standards 

8.1 Standards apply to all Content posted, uploaded, or shared on the Platform. Compliance is required both in spirit and letter. 

8.2 Content must: 

• Be accurate and genuinely held 

• Comply with applicable law 

8.3 Content must not: 

• Be defamatory, obscene, offensive, hateful, or inflammatory 

• Bully, intimidate, or humiliate others 

• Promote sexually explicit material or child abuse material 

• Promote violence or discrimination 

• Infringe copyright, trademark, or database rights 

• Deceive, breach legal duty, or promote illegal activity 

• Be in contempt of court or invade privacy 

• Impersonate or misrepresent identity 

• Mislead as emanating from Orb 

• Encourage unlawful or criminal acts, including terrorism 

• Contain advertising or promote external services/websites 

8.4 Enforcement 
Orb may take any action it deems appropriate, including: 

• Immediate, temporary, or permanent suspension of access 

• Removal of Content 

• Issuing warnings 

• Legal proceedings for indemnity or further legal action 

• Disclosure to law enforcement 

• Liability for actions taken is excluded 

9. Communications. 

9.1 Platform users should communicate primarily through the Platform unless otherwise agreed. 

9.2 You consent to receiving electronic communications from Orb, which satisfy any legal communication requirements. 

10. Third Party Links. 

10.1 Orb may provide links to third-party platforms. Orb does not control or endorse these sites and is not responsible for their content, products, or services. 

11. Acceptable Use and Unauthorised Activities. 

11.1 Permitted Purposes 
You are authorized to use the Platform only for the Permitted Purposes. Any use beyond the Permitted Purposes is prohibited and constitutes unauthorized use. All rights in the Platform remain the property of Orb. 

11.2 Prohibited Activities 
Unless You have obtained written permission from Orb, You may not use the Platform or Services in any of the following ways (examples only; this is not an exhaustive list): 

• For any public or commercial purpose, including use on another Platform or through a networked computer environment; 

• To modify, publicly display, publicly perform, reproduce, or distribute any part of the Platform; 

• In violation of any local, state, national, foreign, or international law, regulation, rule, order, treaty, or other statute; 

• Fraudulently, or for any purpose with a fraudulent effect; 

• To harm or attempt to harm minors in any way; 

• To bully, insult, intimidate, or humiliate any person; 

• To send, knowingly receive, upload, download, use, or reuse any material that does not comply with the Content Standards in Clause 8; 

• To stalk, harass, or harm another individual; 

• To impersonate any person or entity or misrepresent Your affiliation with any person or entity; 

• To transmit or procure the sending of any unsolicited or unauthorized advertising, promotional material, or similar solicitation (spam); 

• To transmit, send, or upload data or material containing viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or computer code designed to adversely affect any computer software or hardware; 

• To upload terrorist content; 

• To interfere with, damage, or disrupt the Platform, or servers or networks connected to the Platform; 

• To use data mining, robots, or similar data gathering or extraction methods in connection with the Platform; 

• To attempt to gain unauthorized access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means. 

11.3 Additional Restrictions 
You also may not: 

• Reproduce, duplicate, copy, or resell any part of the Platform or Services, except as expressly permitted in these Terms or authorized by Orb in writing; 

• Access without authority, interfere with, damage, or disrupt any part of the Platform or Services, or any equipment, network, or software used by Orb or third parties in connection with the Platform or Services. 

12. Fees and Billing 

12.1 Fees, usage limits, and payment terms are set in the Order Form. 

12.2 Overages are billed monthly in arrears. Payment is due Net 30 from invoice date unless otherwise contractually agreed. 

12.3 Orb may pass through third-party hard costs with reasonable notice. 

13. Termination and Suspension 

13.1 Orb may suspend or terminate for: 

• Nonpayment 

• Breach of these Terms or the Order Form 

• Security or operational risk 

13.2 Upon termination, access ends immediately. Orb will provide 30 days read-only access to download Content. After that period, Orb may delete all Content. For the avoidance of doubt, You and/or any Partner are solely responsible for downloading any required Content before the 30 day window has expired and We shall not bear any responsibility or liability to you in this regard. 

You may download Content directly through the Platform during this period, subject to any applicable usage or data transfer limits specified in Your Order Form. Should You request Orb’s assistance in facilitating data export, migration, or transfer, including, without limitation, the preparation of data packages, use of external storage media, or extended access, such assistance will be provided at Orb’s then-current professional service rates and may incur additional storage or transfer fees. 

14. Limitation of Liability. 

14.1 We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.   

14.2 We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform or any Materials or Content on it.  We shall not be liable to You for any damage caused by errors or omissions in any Material or Content.  

14.3 We will not be liable to You for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: 

• use of, or inability to use, the Platform or Services; or 

• use of or reliance on any content displayed on the Platform, including any Material or Content. 

14.4 Subject to this Agreement, we will not be liable for: 

• loss of profits, sales, business, or revenue; 

• loss of data 

• business interruption; 

• loss of anticipated savings; 

• loss of business opportunity, goodwill or reputation; or 

• any indirect or consequential loss or damage. 

14.5 Our Platform is hosted in the cloud and our cloud storage provider backs up data and Content stored on the Platform periodically.  In the event of any loss or damage to your data or Content, your sole and exclusive remedy against us shall be for us to our reasonable commercial endeavours to restore the lost or damaged data and Content from the latest back-up maintained by our cloud service provider.  We shall not be responsible for any loss, destruction, alteration or disclosure of your data or Content caused by any third party (except our third parties sub-contracted by us to perform services related to the Platform for which we shall remain fully liable). 

14.6 Subject to the other provisions of this Agreement, in no event shall Our liability arising under or in connection with these Terms and Your use of the Platform exceed the amount paid and/or payable by You for the affected Service under the applicable Order Form during the 6 months immediately preceding the date on which the claim arose. 

15. Governing Law 

15.1 This Agreement is governed by the laws of California. The parties submit to the exclusive jurisdiction of the state and federal courts in San Diego County, California. 

16. Intellectual Property Infringement. 

16.1 We respect the intellectual property rights of others and encourage You to do the same. Accordingly, We have a policy of removing any of Your Content that violates intellectual property rights of others, suspending access to this Platform (or any portion thereof) to any user who uses this Platform in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the this Platform in violation of someone’s intellectual property rights. 

17. General. 

17.1 By choosing not to enforce any of the terms of the Agreement, We are not waiving Our rights.  

17.2 The Agreement is the entire agreement between You and Us and, therefore, supersedes all prior or contemporaneous negotiations, discussions or agreements between You and Us about this Platform. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability, and general provisions shall survive any termination of these Terms. 

17.3 We may transfer Our rights and obligations under these Terms to another organisation. We will tell You in writing if this happens and We will ensure that the transfer will not affect your rights under the contract. 

18. Contact Us. 

If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach Us at info@orbgroup.com.