Host Terms of Service
Last edited on
Oct 5, 2022
a) These Terms govern the rights and obligations between Orbit and You and are accepted and have binding effect as of the Effective Date.
b) Orbit and You may each be referred to as a “Party” and collectively as the “Parties” herein.
c) For clarity, these Terms apply to Your use of the Orbit Network, the Services available through the Orbit Platform, the Bookings made on Your Premises, the payment of your Powered by Orbit Subscriptionand/or other Services and Your rights and obligations as a Host in Orbit.
d) By using the Orbit Platform, You are agreeing that You, and any individuals You authorize, shall abide by and be bound by this Agreement. If You are accepting the Agreement on behalf of an entity or on behalf of other individuals, You represent and warrant that You have all necessary right, authority and consent to bind such entity or individuals to this Agreement.
e) Please read these Terms carefully, as they affect Your legal rights. If You have any questions about these Terms, please email us with the subject line “Host Terms of Orbit”.
a) In this Agreement, the following words and expressions shall have the following meaning unless the context otherwise requires:
i. “Addon” means any complementary software components or reporting service(s) that We make available to You through as a paid or unpaid part of Our Solution.
ii. “Account” means a unique account created for You to access our Solution or parts thereof.
iv. "Confidential information" means any and all information disclosed, furnished or communicated (whether orally or in writing, text, drawings, photographs, graphics, designs, plans or any other form whatsoever) by or on behalf of Us to You, hereunder information concerning or belonging to Us, Ourproperties or business, or information proprietary to a Third Party for which We have provided services or products to or otherwise have a relationship with, including, but not limited to, the goodwill of any business symbolized thereby, technical information, financial data, product and service costs, prices, profits and sales, employee relationships and any Intellectual Property Rights or any other confidential information or proprietary aspects of Our business, which has been or will be supplied to You in the fulfilment of the Agreement or otherwise, including any information which You have reason to believe to be confidential information, or which We treat as being confidential information.
v. “Booking” means the booking of access and use to a specific part of the Orbit Network made available for booking by Hosts for a specific period of time.
vi. “Content” means the content created and/or facilitated by You through use of the Solution, including but not limited to means the digital data, text, images, audio, video, form entries, ratings, clicks or similar content provided by You for use with the Solution.
vii. “Device” means any device that can access the Orbit Platform, such as a computer, a cell phone or a digital tablet.
viii. “Effective Date” means the date You accept these Terms. At the very latest, the Effective Date shall commence upon Your first access or use of the Solution in any way.
ix. “Facility Manager” means the person(s) the Facility Owner has made responsible for administering and managing the practical operations of the Premises made available through the Solution
x. “Facility Owner” means the person or entity that owns the Premises
xi. “Intellectual Property Rights” means all rights, privileges and priorities provided under applicable supranational, national, federal, state or local law, rule, regulation, statute, ordinance, order, judgment, decree, permit, franchise, license, or other government restriction or requirement of any kind relating to intellectual property, whether registered or unregistered, in any country, including without limitation: the Solution, any copyright, copyrightable works, database rights and related items, rights in designs, domains names, trade secrets, trademarks, service marks, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, moral rights, inventions, software, utility certificates, utility models, patents, patent applications (including any patent that in the future may be issued in connection therewith and all divisions, combinations, continuations, continuations-in-part, extensions, additions, registrations, confirmations, re-examinations, supplementary protection certificates, renewals or reissues thereto or thereof), rights in Confidential Information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognised in any country or jurisdiction in the world, whether registered or not, and whether in existence as of start date of using the Solution or arising or recognised thereafter and all applications and registrations thereof, whether wholly or partly developed, and/or used and/or owned by Us.
xii. “Guest” means a person without an Account that does not have an active Subscription, Membershipor other rights of access to the Orbit Network, but which may gain temporary access to the Premisesthrough Users or Hosts.
xiii. “Hosts” means the companies that own and/or manage spaces and assets available through the Orbit Platform.
xiv. “Host Subscription” means the managed access to Powered by Orbit and/or Orbit Mission Control
xv. “Host Subscription Fee” means the recurring fees payable within each billing period for use of the Powered by Orbit or Orbit Mission Control’s paid Addons.
xvi. “Landlord” means the person or entity that either owns or is responsible for renting the Premises
xvii. “Member” means Users that have access to specific parts of the Orbit Platform through an agreement between a Third-Party (e.g. an employer) and/or a Host.
xviii. “Orbit” means “We", "Us" or "Our", that is Orbit Technology AS, incorporated in Norway as a legal entity with the organization number 924 790 547, including entities within the same company group.
xix. “Orbit Network” means Orbit’s network, network means desks, meeting rooms, office spaces and any asset at the Premises which have been made available for booking or access by Hosts that have chosen to make these available through the Orbit Platform.
xx. “Orbit Base” means the free subscription-based access to the Solution which is available for use at the Premises where the subscription holders are Members and/or Tenants.
xxi. “Orbit Pass” means the paid subscription-based access to the Solution.
xxii. “Orbit Go” means the paid usage-based access to the Solution.
xxiii. “Orbit Platform” means any mobile application, website, APIs or SDKs provided by Orbit, collectively or separately, through which all Services are offered to You.
xxiv. “Orbit Mission Control” means the administration service available for Hosts.
xxv. "Personal Data” shall have the meaning set out in GDPR Article 4 (1).
xxvi. “Premises” means the physical locations where desks, meeting rooms, office spaces and any assets made available for booking or access via the Solution are located.
xxvii. “Satellites” means workspaces, meeting rooms and desks, available to all Orbit users in the Orbit Network.
xxviii. “Services” means all services offered through the Orbit Platform, including access to facilities, food court services and other appurtenant services.
xxix. “Solution” means all of Orbit’s offerings, including but not limited to the Orbit Platform, the Orbit Network, the Orbit Mission Control, the Services and any associated software and data.
xxx. “Space” means private spaces located at the Premises, such as meeting and conference rooms.
xxxi “Subscription Fee” means the recurring fees payable within each billing period for use of the Orbit Pass.
xxxii. “Team” means the group led by an administrator which is composed of Orbit Pass Subscriptionholders, Orbit Go Members, Orbit Base Members, Hosts Accounts or a combination thereof.
xxxiii. “Tenant” means a person or legal entity who occupies land or property rented from a Facility Owneror Host
xxxiv. "Term" means the period from the Effective Date and until expiry of the Agreement or the termination by either Party thereof.
xxxv. “Terms” means these Host Terms of Orbit.
xxxvi. “Third Party / Third Parties” means a party other than the Parties to this Agreement. This includes, but is not limited to other Hosts, other Users not represented by You, a partner, client or a subsidiary which is either directly or indirectly contributing to the Solution.
xxxvii. “Third-Party Content” means products, services or advertisements provided by a Third Party, which may be embedded in, or which interoperates with or is linked from the Solution.
xxxviii. “Trial” means trials of the Orbit Pass Subscription, or any subscription related to Powered by Orbitor Orbit Mission Control’s paid Addons for a specified period without payment or at a reduced rate.
xxxix. “User” means the person who have or may be granted access to Premises, either as a Subscriber, Member, Tenant or Guest,
xl. “You” or “Your” mean the individual accessing or using the Solution. When You are acting on behalf of a business, company or other legal entity or a private individual or authorize the same to access the Solution, the reference to “You” herein shall include, refer and apply to entities, employees, Guestsand all other individuals which is granted access to the Solution in accordance with the Terms.
a) An Account is required to access and use most of Our Services, so You may not be able to terminate Your Account while You intend to continue receiving such Services. In the event that You do want to terminate your Account, You acknowledge and agree that You are giving up Your ability to access and use any Services requiring an Account. You can terminate Your Account by contacting Our support, or, if the option is available to You, deactivating Your Account through the Orbit Platform.
b) The registration necessitates that You provide Orbit with information pertinent to You, such as Your name, e-mail address or other information which naturally correlates with the Solution.
c) We may enable features that allow You to authorize other Users or Third Parties to take certain actions that affect Your account. You may authorize a third party to use Your account if the feature is enabled for Youraccount. You acknowledge and agree that anyone You authorize to use Your Orbit Account may use the payment method on Your behalf and that You will be responsible for any fees incurred and payments made by such person.
d) You acknowledge that You will be fully responsible for any act or omission of entities, private individuals or Third Parties using the Solution on Your behalf.
e) We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Solution.
a) You must provide Us with accurate and complete information about Yourself, the Premises and any other information necessary to set up a Host Account when You register for and use an Account. By using or accessing the Orbit Platform in any way, You represent and warrant that You meet the requirements in these Terms or as otherwise specified by Us from time to time.
b) Each Party agrees that the electronic consent provided by You prior to initiating the use of the Solution are intended to authenticate this in writing and to have the same force and effect as Your manual signature and shall be effective to bind You to this Agreement. You acknowledge that You have the ability to retain the Agreement either by printing or saving it.
c) As a main rule, persons that are of the age below 18 are prohibited from using the Solution. In the event that You are below the age of 18 or the relevant age classifying You as a minor within its respective jurisdiction, You shall ensure that the parent or guardian of such individual consent to this Agreement prior to using the Solution.
d) You are solely responsible for adhering to the rules and agreements set forth between You and the Landlordor Facility Owner in regard to using Our Solution within the Premises. We can support You in any discussions and decisions necessary to onboard the Premises and Users to Orbit.
a) You understand that You are responsible for maintaining the confidentiality of passwords, one-time codes and any other authentication credentials associated with the Solution. You are solely responsible keeping Yourpassword, one-time codes and any other authentication credentials safe and agree not to transfer or resell Your use of or access to the Solution to any Third Party. If You have reason to believe that Your profile is no longer secure, You must immediately notify us and You must promptly change Your password by updating Your profile information.
b) If You believe someone may have used Your Account or assigned access credentials without Yourauthorization, please change Your password (as applicable) and contact us at firstname.lastname@example.org.
TERMS FOR OFFERING SATELLITE SPACES IN ORBIT
a) Everyone who controls suitable work areas according to Orbit's standard and terms may offer Satellitesthrough Orbit. The terms are the same for all Hosts.
b) The Premises must be suitable for work and uphold a good standard. This is a subjective assessment made by Orbit. Examples may be WiFi, clean workspaces and surrounding areas (toilets, common space, kitchens etc.) but are considered based on the location.
c) The Premises must be easily accessible to Orbit users. Either with staffed reception, or with Orbit's access system (access system must be installed separately).
d) The Premises, and Spaces therein, must be representatively presented in an inviting way in the Orbit app. This means vocabulary, information and pictures. This is a subjective assessment made by Orbit.
e) If You create any Spaces or other bookable assets that are bookable as Satellites in the Orbit Network, Youhereby warrant and represent to Us that (a) You have the proper authority to create, terminate and maintain the Spaces; (b) You have obtained all necessary consent from any applicable Facility Managers and/or Facility Owners for the creation of these Spaces and (c) all information You provide in connection with the creation of such Spaces are accurate, complete and up-to-date.
f) Hosts decide to what extent Satellites should be available in the Orbit Network in their administration panel. This can be edited at any time.
g) Meeting rooms and dedicated spaces to be made available as Satellites must only use Orbit Booking.
h) You decide the base booking fee for Satellites in your Premises. Orbit takes a percentage commission of the booking fee. This percentage is determined by the plan You choose in the Solution.
i) Calculations of compensation and reservations are made at the end of each month and are paid to Hosts with documentation within 14 days into the new month. Orbit reserves the right to defer payment in cases where it is considered reasonable.
j) You hereby represent and warrant to us that (a) You have the proper authority to create and maintain these Spaces. You also agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations including where such breach is caused by any individual of Your Team.
k) If You or Your Team fail to comply with the provisions of this Agreement we may, in our sole discretion, restrict your or Your Teams’ access to the Services and/or terminate your Account with immediate effect and without prior notice to You. In addition, we may decline to continue your Host Subscription after the end of any commitment term at Our sole discretion.
l) Host is free to remove one or more of its Satellites from Orbit at any time. Users with an Orbit Pass Subscription or Orbit Go Membership will no longer be able to book these Satellites. These provisions are considered valid as long as there are one or more Satellites available in the Orbit Network. Orbit is only liable to the Host for damages caused by Orbit's gross negligence or willful misconduct. No compensation for indirect losses can be claimed.
m) We do not provide refunds upon termination or cancellation of your Host Subscription with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Host Subscription. We may also terminate your Host Subscription with thirty (30) days’ prior notice if We discontinue the Host Subscription program in whole or in part, or at any other time at our sole discretion.
n) You and your Host Subscription use of the Services may be immediately suspended or terminated if we are unable to charge Your payment instrument for any reason. When We receive funds from You, We will ﬁrst apply the funds to any balances which are in arrears and to the earliest month due ﬁrst. All fees are non-refundable and must be paid in the currency specified. Following any commitment term, we reserve the right to further increase or decrease the Subscription Fees or Host Subscription Fees at Our sole discretion upon thirty (30) days’ prior notice to You.
o) We reserve the right to remove or hide Satellites.
a) Orbit is committed to protecting the privacy of our customers, hosts and users alike. We take the confidentiality and integrity of customer data in our control very seriously and strive to assure that all data is protected from unauthorized access and is only available when essential to fulfill our obligations as controllers and for the purposes that data was collected for.
b) By default Hosts are only allowed limited access to User’s personal data.
c) Powered by Orbit enabled Hosts have access to all of its own tenant’s personal data, albeit only the information imported or acquired by Orbit for the purpose of onboarding to Orbit and gaining access to the Host’s Premises as long as the user is deemed a tenant and user in Orbit.
d) Powered by Orbit Hosts have access to the personal data of Orbit users that are NOT tenants, but have booked and/or been given access to the Host’s Premises. This access is limited to the period a booking/access request has been initiated and up to 30 days after the booking/access having been deemed completed or canceled. This period can be extended based on the type of subscription related to Powered by Orbit or Orbit Mission Control’s paid Addons. The purpose of this access is solely to manage bookings/access to the Premises and/or provide necessary support within the Solution.
f) You are able to inquire Orbit for access to user’s data in case there is a dispute, incident or security related events after access has been revoked. Orbit regulates which data is to be shared by Users. In emergencies, the Facility Manager will have access to all information about who is in the building and where they are. This data may only be used for the purpose of handling these use cases and access will be revoked as soon as this processing has ended. Hosts are not allowed to use this data for any other purpose unless explicit consent has been granted by the person in question either through Orbit or personal data have been collected directly from the user outside of Orbit’s control.
g) In the case Users consent to share their personal data with Hosts beyond the limitations outlined above, Hosts will be granted access to this data for the purposes outlined in the consent. Users must be able to revoke this consent at any time, in accordance with privacy regulation in the User’s jurisdiction.
h) After access to a User’s personal data has been revoked, Hosts will still be able to access all anonymized data from the booking/access performed by these users in the Solution.
a) Orbit generally charges the total payment due by You in a monthly billing cycle.
b) By choosing a payment method, You authorize Orbit, directly or through Third Parties, to make any inquiries We consider necessary to verify and update Your identity and payment method and otherwise charge Your payment method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Orbit Host Account.
c) You acknowledge that certain payment methods may involve the use of Third-Party Content and Third Parties may impose additional terms and/or charge You additional fees when processing payments in connection with Your payment. We disclaim responsibility for any such fees and terms and all liability thereof. We are not responsible for any loss suffered by You as a result of incorrect payment method information provided by you.
d) The Payment Method provided by You will automatically be charged the fees and any other amounts Youmay incur or be liable for in connection with the Services. Recurring fees, which may include recurring subscription fees, begin accruing on the Effective Date after the trial period and will be charged on the first (1st) of each month unless we notify You otherwise. You are responsible for paying all Subscription Feesthrough the end of the Term. Overage fees and other non-recurring fees will be charged within thirty (30) days of You accruing such fees.
e) You are solely responsible for the payment of any taxes, public fees or excise duties attributable to Your Host Subscription and any other Services which You may utilize, as well as any service fees and cancellation fees imposed pursuant to these Terms. In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with Your payment method, You may be charged fees that are incidental to Our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
f) If We hold funds due to You (e.g., because We are unable to issue You a refund) or You do not use a gift card or gift credit for the relevant period of time set forth by Your state, country, or other governing body in its unclaimed property laws, We may process the funds due to You in accordance with Our legal obligations, including by reporting and escheating (sending) such funds to the appropriate governing body as required by applicable unclaimed property laws.
g) We will process each transaction in the currency You select via the Orbit Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as Yourselected payment method, Your country of residence and/or Your Orbit contracting entity(ies). Any such limitations will be communicated via the Orbit Platform, and You will be prompted to select a different currency or payment method. Certain fees may apply and the amount listed on Your card statement may be different from the amount shown at checkout if Your payment is processed outside of Your country of residence. We are not responsible for any such fees and disclaims all liability in this regard.
h) We may refer delinquent invoices to attorneys and/or collection agencies. To the fullest extent permissible pursuant to applicable law, You agree to pay or reimburse Us for all collection costs, including without limitation the standard fees of any collection agency, reasonable attorney and legal fees, and any other costs incurred in exercising any rights under this Agreement.
i) We reserve the right to decline or limit payments that We believe (i) may violate Our risk management policies or procedures, (ii) may violate these Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose You, Us, or others to risks unacceptable to Us.
a) Any refunds or credits due to an Account holder pursuant to the Terms or other applicable refund or cancellation policy, will be initiated and remitted by Us in accordance with these Terms.
b) We will process refunds without undue delay, however, the timing to receive any refund will depend on the payment method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a force majeure event that may affect the processing and settlement of refunds, We will initiate and process the refund as soon as is practicable.
c) To the extent You receive any funds in error, You agree to immediately return such funds to Us.
TERM AND TERMINATION
a) This Agreement enters into force at the Effective Date.
b) We shall deliver the Solution at Our sole discretion and We are under no circumstance obliged to deliver the Solution accordingly to Your wishes.
c) Your Account may be terminated if Your or Your team's Orbit Host Subscription expires and You do not enter into a subsequent subscription. Upon expiry or termination, all right to the Solution granted herein shall cease and any digital access credentials will be revoked and cease to function.
d) Termination of an Orbit Host Subscription does not automatically terminate an Orbit Account.
e) You agree that Orbit may in our absolute discretion, block, terminate or suspend Your use of the Solution to You at any time with or without notice, for any reason, including without limitation, any fraudulent, abusive, or otherwise illegal activity, or that which may otherwise affect the enjoyment of the Solution by others, without liability to You and for any reason.
f) If You wish to terminate Your relationship with Us, You may do so by deleting Your own profile, or by notifying Us at any time. Termination of Your relationship with Us may result in the deletion of any or all of the Content.
g) You are solely responsible for ensuring that it has the necessary backups of the Content that You desire to retain when this Agreement is terminated.
h) Unless otherwise agreed or prescribed in law, this Agreement remains in force until terminated by the You in accordance with this Agreement.
a) You shall retain all ownership rights to the Content.
b) Subject to applicable privacy law, We are granted a non-exclusive, unrestricted, irrevocable, sublicensable (through multiple tiers), worldwide, perpetual, royalty-free and fully paid right to use, display, store, broadcast, transmit, edit, modify, truncate, aggregate, copy, distribute, reproduce, adapt, print, publish, perform, sublicense or exploit the Content for commercial and non-commercial purposes, and to allow others to do so, in any medium now known or hereinafter developed, without any duty to notify You or provide attribution or compensation to You.
c) Subject to applicable privacy law, You acknowledge and agree that Content that You contribute to the Account may be accessible by Us and other Users, including after the termination of your Account, and that once You contribute Content to the Orbit Platform, You may not be able to remove it. We reserve the right to store, archive, repost, or otherwise make available any Content contributed to the Orbit Platform at any time after such Content is contributed.
d) You acknowledge that Orbit cannot guarantee the security of the Internet and the possibility of interception or corruption of Content transmitted from You to Us, or the security and the possibility of interception or corruption when saving such content.
a) We encourage user involvement and would be happy to receive Your feedback, ideas or suggestions pertaining to the Solution. Please note that any material that You transmit to us will be considered non-confidential and non-proprietary. With respect to all such communication, You give Us an unrestricted, irrevocable, worldwide, perpetual and royalty-free right to use, reproduce, display, publicly perform, transit and distribute such information, without any payment to You or others.
INTELLECTUAL PROPERTY RIGHTS
a) The Solution, including, but not limited to, its design, text, scripts, graphics, code, interactive features, as well as any other Intellectual Property Rights, whether registered or unregistered, are proprietary to Us, Our affiliates or to other companies where so indicated and We reserve all rights not explicitly granted. Under no circumstance do We grant to You by implication, estoppels nor otherwise any right, title, license or interest in any Intellectual Property Rights, unless otherwise specified herein.
b) Subject to these Terms, We hereby grant You a limited, non-exclusive, non-perpetual, non-transferable and revocable right to use the Solution during the Term. Your right of use is limited to the use reasonably considered necessary for obtaining reasonable functionality from the features in the Solutions.
c) Without Our express, written and prior consent, You may not:
i. Modify, enhance, improve, remove, delete, amend, augment, reverse engineer, decompile, or disassemble the Solution or attempt to discover its code and/or underlying structure, ideas or algorithms.
ii. Rent, loan, lease, sell or otherwise transfer to or permit use by any Third Party.
iii. File for ownership of any of Our Intellectual Property Rights.
iv. Amend the Solution in any way, hereunder perform modifications, enhancements or improvements to the Solution or facilitate other products or services that are derived thereof.
v. Take, copy or use for any purpose the name “Orbit” or any of Our other business names, trademarks, service marks, logos, other identifiers or other intellectual property or any modified, altered or similar versions thereof.
vi. Remove or otherwise alter any of Our trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to Confidential Information, Intellectual Property Rightsor any parts thereof.
vii. Take any pictures or illustrations of any portion of any Premises, for any purpose, including any competitive purposes.
viii. Copy or use any information or intellectual property belonging to Hosts, other Users or Third Parties, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, other identifiers or other intellectual property, or modified or altered versions of the same.
ix. Use any Content, Third-Party Content, data or other information You receive or access in connection with the Account to solicit any of Our Users, Hosts, customers or partners, or other individuals or entities You encounter in connection with Your use of the Solution, in a manner that could be considered competitive or harmful to Us, as determined by Us in Our sole discretion.
d) You shall immediately inform Us of an infringement or suspected infringement of this Clause.
a) You expressly covenant and agree not to use, reveal, divulge or make known, directly or indirectly, any Confidential Information for the benefit of any entity, organisation or individual other than for the Yourown use of the Solution, without the express, prior and written approval of Orbit or otherwise as expressly stated herein, for as long as such information could be deemed to constitute Confidential Information.
b) The term “Confidential Information” shall not include any information which You can demonstrate is:
i. Not unique to Us and is known to You prior to the date of the Agreement.
ii. Becomes generally known other than through disclosure of Confidential Information by Us.
iii. Disclosed to You by a Third Party lawfully in possession thereof and without restriction on disclosure.
iv. Independently developed by You without breach of the Agreement.
v. Required to be disclosed by law or regulation or by proper order of a court of applicable jurisdiction.
c) The perpetual duties of non-disclosure as stipulated in this Clause shall survive Your use of the Solutionwithout expiry or survive for the maximum extent permissible pursuant to applicable law.
a) Notwithstanding anything in this Agreement to the contrary, this Agreement does not create any tenancy interest (including any security of tenure), leasehold estate, or other real property interest, nor shall it be construed so as to grant You any title, easement, lien, possession or related rights in Orbit’s business.
b) Orbit may not use the address of any of Host’s Premises or any address provided by You as Orbit’s registered address. Furthermore, We may not use the Premises or any such address for mail and package delivery, unless agreed upon with You through written consent. You shall have no liability in connection with any such mail or packages delivered to the Premises on Our behalf.
b) Due to the sheer amount of content produced by Users, Hosts and Third Parties that is made available on or through Our Solution, We do not and cannot review all Third-Party Content or monitor such content for accuracy or reliability and We are not in any manner responsible thereof.
c) You acknowledge that by providing You with the ability to view Third-Party Content on the Solution, We are merely acting as a passive conduit for such distribution and You expressly relieve Us from any and all liability arising from Your use of any such content, or links to Third-Party Content embedded in or linked on or through the Solution.
LIMITED WARRANTY AND DISCLAIMERS
a) The Solution is provided "as is" and to the fullest extent permissible pursuant to applicable law and notwithstanding any conditions, warranties, express or implied by statute, common law, law of equity or otherwise, We make no representations or warranties, expressed or implied, and hereby disclaims and negates all other warranties, including, without limitation, warranties or conditions of usefulness, timeliness, reliability, completeness, accuracy, adequacy, merchantability, fitness for a particular purpose or likely results of the use of the Solution.
b) While We will aim to provide You with uninterrupted use of the Solution, We do not guarantee the Solution’s uptime and stability or represent that the Solution will be error-free or that it will meet Your requirements or that all errors in the Solution will be corrected or that the overall system that makes the Solution available (including but not limited to the internet, other transmission networks, and Your local network and equipment) will be free of viruses or other harmful components.
c) We do not control and are not responsible for the actions of other individuals You or Your Team encounter through the use of the Services; this includes other Hosts, other Account holders and their Guests and other Users at any Premises or on the Orbit Network. We do not endorse, support or verify the facts, opinions or recommendations of these individuals. If a dispute arises between these individuals, We have no responsibility or obligation to participate, mediate or indemnify any party, except to the extent that such dispute is the result of Our gross negligence or wilful misconduct.
a) To the maximum extent permissible pursuant to applicable law, You will indemnify and hold Us harmless from and against all losses, expenses, costs, claims (including reasonable legal fees), damages, liabilities, fines, actions, and proceedings brought against Us due to any breach of this Agreement, applicable law or the intellectual property rights of Orbit or Third Parties.
b) Subject to Your adherence to the terms of this Clause, We shall indemnify and hold You harmless from and against all losses, expenses, costs, claims (including reasonable legal fees), damages, liabilities, fines, actions, and proceedings brought against You by any Third Party arising out of Our infringement of the intellectual property rights of any such Third Party.
c) We shall have no obligations under Clause 24.2 to the extent any claim is based on:
i. The combination or use of the Solution with Third Party Products not approved by Orbit, where the Solution would not otherwise itself be infringing.
ii. Your use of the Solution in violation of this Agreement or applicable law.
iii. Any use of the Solution after Orbit notifies You to discontinue such use because of a claim from a Third Party.
iv. Modifications to the Solution made other than by Orbit (where the claim would not have arisen but for such modification).
d) If the Solution is held to infringe the intellectual property rights of Third Party, We will, at Our own expense, in Our sole discretion use commercially reasonable efforts either (a) to procure a license that will protect You against such claim without cost to You; (b) to replace the Solution with non-infringing services; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement with immediate effect.
e) In the event a claim is commenced against You due to Orbit’s infringement of the intellectual property rights of a Third Party, You shall (i) inform Us of such claim and provide Us with all reasonable necessary assistance and information relating thereto, and shall take all necessary action to mitigate its damages with respect thereto; and (ii) give full power and authority to Us to respond to, conduct any negotiation regarding and control the defense of, any action regarding such claim on behalf of and in Your name and Us. We shall be responsible for engaging counsel for such defense and shall bear the costs and expenses of the same.
f) You shall not agree to any settlement which does not include a full and unconditional release of Us, nor make any admission or take, or fail to take any action, in each case, where such admission, action or failure to act could reasonably be expected to prejudice the defense of a claim from a Third Party.
a) To the maximum extent permissible pursuant to applicable law, We will not be liable to You for loss of profits or for any special, indirect, incidental, reliance, exemplary, punitive or consequential damages, including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data, howsoever caused and whether arising under contract, tort (including liability for negligence or breach of statutory duty), negligence, or other theory of liability arising out of this Agreement or out of the use of or inability to use the Solution, even if We, or Our employees, officers, directors, agents, shareholders or affiliates have been advised of the possibility of such damages.
b) To the extent permitted by law, You, on Your own behalf and on behalf of Your employees, agents, Guestsand invitees etc., (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees against Us for any actions or omissions by Third Parties or Users and (ii) release Us from any such claims.
c) To the extent permitted by law, You, on Your own behalf and on behalf of Your employees, agents, guests and invitees etc., (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees against Us resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet and (ii) release Us from any such claims. You are solely responsible for maintaining at Your own expense and at all times during the Term, insurance in the form and amount appropriate to Yourperson or business.
d) To the maximum extent permissible pursuant to applicable law, the total, maximum, aggregate liability of Usfor all damages, losses, and causes of action or claims (whether in contract, tort or otherwise) arising out of or in connection with the Solution or the Agreement, shall in no event exceed the lowest of (a) USD 250, (b) or the highest allowable threshold permissible pursuant to any mandatory and applicable law. The aforementioned limitations of liability will not apply in case Your loss has come as a result of Our gross negligence or willful misconduct.
e) Unless otherwise prescribed by law, any cause of action or claim You may have with respect to Us must be commenced within three (3) months after the claim or cause of action arises.
a) You agree to receive communications from Us in an electronic form and that all terms, conditions, agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The date of receipt will be deemed the date on which Orbit transmits the notice.
b) If You have any questions regarding or wish to bring a complaint to our attention, please e-mail us. We will endeavor to respond to You promptly and will provide You with details of what further action you can take if You are not satisfied with our response. We will investigate all complaints and if a complaint is found justified, we will take all reasonable steps to resolve the issue.
a) The rights and duties conveyed herein are personal and You, unless otherwise expressly stated, may not assign or otherwise transfer in whole or in part, voluntarily or involuntarily, or by operation of law, this Agreement or the duties or rights therein, without the prior written approval of Orbit. Any assignment without such approval shall be deemed to constitute a violation of this Agreement, and its content shall be void.
b) Orbit may freely transfer its rights and duties under this Agreement to a Third Party if the assigned party, at the time of the assignment, is financially and technically capable of performing the obligations of Orbit under this Agreement, and that the assigned party expressly assumes and agrees to perform such aforementioned obligations.
a) If You are acting on behalf of a business, company or other legal entity legal entity, You hereby consent on their behalf to Our non-exclusive, non-transferable use of their name and/or logo in connection with identifying them as a customer of Ours, alongside those of other customers, on a public-facing display on the Orbit Platform as well as in video and other marketing materials. You warrant that their logo does not infringe upon the rights of any Third Party and that You have full authority to provide this consent.
a) Orbit’s obligations shall be excused to the extent the performance is prevented by unforeseeable circumstances beyond the Orbit’s control.
a) The Parties expressly request that the Agreement and any document related thereto shall be drafted in the English language, which shall govern the use of the Solution.
a) The Agreement shall be governed by and construed in accordance with and governed by the laws of Norway, without regard to its choice of law principles. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations are not allowed and to the fullest extent permissible pursuant to applicable law, You waive your respective rights to a trial by jury.
b) Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be brought before Oslo District Court as the agreed venue, except that Orbit may, at its own option, bring suit for collection in the country where the You are located.
a) We have a policy of continuous improvement, and therefore reserve the right to amend the Solution and the Agreement in order to comply with applicable laws, improve safety or otherwise in Our sole discretion in Our sole discretion and for any reason.
b) Most changes will be effective immediately upon notice by e-mail or through a written notification within the Solution. You are responsible for reviewing the changes and if You don’t agree, You may terminate Your Account. Please note that termination will render Your Account unusable and disable Your access to the Solution.
c) Your continued use of the Solution following notification of any changes to the Agreement constitutes acceptance of those changes, which will apply to Your continued use of the Solution going forward. Youruse of the Solution is subject to the Agreement in effect at the time of such use.
d) If any provision of the Agreement is held by a court of competent jurisdiction or other competent authority to be void, voidable or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected. The provision being rendered void, voidable or unenforceable shall be interpreted or replaced by a provision aiming to achieve the purpose of the original provision.
e) The Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns.
f) Unless otherwise expressly stated, nothing contained in this Agreement is intended or shall be construed to confer upon any Third Party any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.
g) No failure or delay by Us in exercising any right, power or privilege under this Agreement, will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.
h) The headings and titles of the provisions of all parts of the Agreement are for convenience only and do not affect the interpretation of any provision. Unless specifically stated, the plural shall include the singular. URLs are understood to also refer to successor URLs, URLs for localized content and information or resources linked from within the websites at the specified URLs. All references to days will mean calendar days unless otherwise specified. The use of the term "including" will always be interpreted to mean "including, but not limited to" unless expressly indicated otherwise.
i) Those clauses of the Agreement which, based on their nature are meant to survive the expiration or termination of the Agreement, shall survive such expiration or termination. This includes, without limitation, 10 (Term and Termination), 12 (Feedback), 13 (Intellectual Property Rights), 14 (Confidentiality), 18 (Limited Warranty and Disclaimers), 19 (Indemnification), 20 (Liability) and 27 (Miscellaneous).