Orbital Sites Agreement
Terms of Service
BY REGISTERING FOR OR USING THE ORBITAL SITES SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.
1.2 - This Agreement applies to your use of the Service. It explains our and your respective legal rights and obligations concerning all aspects of our relationship, including without limitation:
a.) our collection, use, and maintenance of your User information,
b.) Service restrictions,
c.) your consent to receive electronic notices, and
d.) the resolution of disputes.
In addition to the terms of this Agreement, you agree to the terms of the policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided to you, appear on your account management site ("Orbital Dashboard", "the Dashboard") (further explained below) or are referenced in this Agreement (collectively, the "Policies"). Like the websites, the Dashboard is hosted only on our servers.
1.3 - Use of Your domain name in conjunction with the Service is subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN").
1.4 - We may modify the terms of this Agreement (including any Policy) or the features of the Service at any time. We will post the amended Agreement or Policy to www.orbitalsites.com (the "Site") and if substantiated, send a notice of Material Changes to the User's electronic address under your Orbital Account. Any such change in terms will be effective upon posting to our Site or Dashboard (as applicable) or when otherwise communicated to you (whichever is earlier). Any "Material Change" to this Agreement will be effective seven (7) days from the date of posting. A "Material Change" is limited to any change that involves an increase in fees or liability for you. You will be deemed to accept (a) any Material Changes if you use the Service after the 7-day notice period, and (b) any other changes if you use the Site or Service after the posting of the new terms. If you do not accept a change to this Agreement or feature of the Service, your sole remedy is to contact us and close your account. You are at all times responsible for reading and understanding each version of this Agreement (including our Policies).
1.5 - BY COMPLETING THE REGISTRATION PROCESS ("Registration Process", "Sign Up") OR BY PURCHASING A SITE ("Purchase Process"), YOU:
a.) agree to be bound by these Terms;
b.) represent and warrant that, if You are an individual, You are 13 years old or older or, if you are an entity, that You are a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these Terms;
c.) agree to provide true, accurate, current, and complete information in the Service registration form, including billing and payment-related information and other account information (all together, the "Account Information"), and agree to maintain and update this information to keep it true, accurate, current, and complete;
d.) agree to be bound by the terms of the ICANN Uniform Domain Name Dispute Resolution Policy located at http://www.icann.org/udrp/udrp.htm as may be amended or relocated from time to time; and
e.) represent and warrant that You have the power and authority to enter into and perform under these Terms.
If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Account. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE SIGN UP OR PURCHASE PROCESS.
2. SIGN UP
2.1 - Eligibility. Orbital Sites grants a right to use the Service only when the User meets all of the respective eligibility requirements. Users must a) have an email account(s), (b) be at least 13 years old, (c) be duly authorized, and (e) create an Account with us by providing complete and accurate registration information. You must update registration and account information promptly upon any change. We reserve the right to refuse to provide or discontinue the Service to any person or entity at any time for any reason.
2.2 - Creating a Orbital Account. To create a new Account, you must register using the Sign-Up facilities at our Site, http://www.orbitalsites.com. When you Sign Up, you will provide PII to us including your name, email address, or other information required to be used in providing the Service to you.
10.4 - Organization Information. Orbital maintains information about You and Your Service on Orbital servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data (“Organization Information"). Your Information may be internally maintained and utilized by Orbital for research, marking and other promotional purposes as detailed further in this Agreement. In dealing with third parties, You grant to Orbital a non-exclusive, worldwide, royalty- free, perpetual license to use Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that Orbital may disclose Organization Information in the good faith belief that such action is reasonably necessary:
a.) to comply with the law;
b.) to comply with legal process;
c.) to enforce these Terms;
d.) to respond to claims that You or the Site is engaged in activities that violate the rights of third parties; or
e.) to protect the rights or interests of Orbital or others; provided, however, that nothing in this Section shall impose a duty on Orbital to make any such disclosures.
2.3 - Verification. Additional Sign Up. Information may be required to verify your identity as a condition of providing the Service to you or before we permit you to use the Service. Such information may include: a valid U.S. credit card, a verified bank account, or other financial, business or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases. You authorize us to obtain one or more of your consumer credit reports, from time to time, to establish, update, or renew your Account with us or in the event of a dispute relating to this Agreement and activity under your Account. While we may take steps to verify the identity of our users, we cannot and do not guarantee the identity of any Organization, User, or Account. You are solely responsible for taking appropriate steps to verify the identity of others.
2.4 - Electronic Address, Password Security and Permissions. You will use your email address and a password that you create to access the Service. We will use your email address to communicate with you. As such, you may be required to verify your e-mail address. During Sign-Up, you also may be prompted to answer security questions. It should be noted that Users may have different combinations of permissions (to view/edit Templates, Users, Domain Records, Account Information, etc.). Further, any User having permission to edit other Users has the broadest permission available because such a user can edit her own permissions or create a new User with any of the available permissions. The Primary User ("Site Owner") is responsible to ensure that each of its authorized or invited Users receives the permission level it intends and that the Organization and each of its Users has a current email address with the Service.
2.4.1 You should not disclose your Account password to any third party (other than third parties authorized by you to use your account). If your password is compromised, you must change your password immediately and notify us immediately to avoid unauthorized use of your Account.
2.4.2 You bear full responsibility for protecting your password and not allowing unauthorized users to obtain it. You agree that you will only authorize additional users to use your login information after they have agreed to be bound by this Terms and Services Agreement. You are fully responsible for all activities that occur under Your use of the Service through Your Account and password.
2.4.3 Orbital Sites cannot and will not be liable for any loss or damage from Your failure to comply with these security obligations. You acknowledge and agree that under no circumstances will Orbital Sites be liable, in any way, for any acts or omissions of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.
2.4.4 You understand that any security software or device has inherent limitations, and that it is Your duty to decide whether Orbital Sites security meets such needs. You understand that Orbital Sites shall not be held liable for any breaches of Orbital Sites security measures. In the event of such a breach, Orbital Sites will not be liable for any actions taken by an unauthorized third party, including but not limited to interruption of the Service, deletion of content, posting of offensive material, redirection of a site, or theft of information.
2.4.5 While Orbital Sites will take precautions to prevent unauthorized access over the phone to Your account, we will not be liable if a third party fraudulently procures access over the phone to Your account.
2.5 - Communications. As part of Your Registration ("Sign Up") Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from Orbital, such as service announcements and administrative messages, that these communications are considered part of Orbital membership, and that You will not be able to opt out of receiving them.
3. DESCRIPTION OF SERVICE
Orbital Sites provides a hosted website creation, editing and management service that enables a User to facilitate the creation and maintenance of an interactive online web site (“The Service”) for the benefit of a User and/or an Organization - via the Internet. A user chooses a Orbital site design "Template" which can then be customized and modified in a limited manner using the tools and features specifically provided in the Service. In summary, the Service provides:
a.) Orbital Website Development Services;
b.) Orbital Website Hosting;
c.) Limited Software License for Web Design Software
PLEASE NOTE: Orbital Sites does not provide email services, domain purchase, registration, and renewal services, or merchant services.
3.1 - Orbital Web Development Services. Orbital's Web Development Services are not available under this agreement apart from the Orbital Web Hosting and Support Services, and are provided in the form of a Template chosen by the User during Sign Up and Purchase. This Template can be modified and customized by use of the Service, through Orbital's proprietary Content Management System "CMS", The Studio. Website Templates are assigned unique URL addresses using a subdomain (https://sitename.orbitalsites.com/) and are meant to be visited directly at those addresses, or visited by pointing a unique domain (purchased separately from a third-party domain registrar) at them, such as the Organization's website address.
3.2 - Orbital Website Hosting. Orbital provides server and other data storage and transmission solutions as a part of the Service provided. Websites You create using the Orbital Web Development Services shall only be hosted by Orbital in accordance with the Orbital Web Hosting service described in this agreement. Any other configuration or modification is strictly prohibited.
3.3 - License. Orbital shall grant to You a limited license for use of the Service. This license shall be personal, non-exclusive and non-assignable absent explicit written authorization to that effect. The license shall be royalty-free and worldwide. The license grants the use of the Service, but does not grant You the right to any of the code or software utilized by Orbital website development or website hosting. The license is for the purpose of allowing You to enjoy the benefit of Orbital’s services in the manner described within these Terms of Service. Your license is not for the purchase or other ownership of site files or designs provided by Orbital’s Service, but is instead provided solely for the benefit of access to Orbital’s dynamic web development and hosting Services.
3.4 - New Features & Modifications to The Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to these Terms. Orbital, in its own discretion may modify Your site at any time to enhance or augment the current Service. Such activity may require removal of site files, change of site files, or addition of site files. In the event that You disagree with a modification, Orbital is not liable for any resulting damage. To the extent Orbital makes selected new Service resources mandatory, Your website will be modified accordingly. Orbital may take action during such modifications to keep current bookmarks, links, URL’s or similar tools up-to- date, however, it is Your duty to maintain such bookmarks, links, URL’s or similar tools and Orbital shall not be liable in the event that such items are out of date.
3.5 - Requirements. To use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access to the appropriate providers. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.
3.6 - Assistance With Third Parties. While Orbital may in its discretion provide assistance with third party products or services, Orbital is not responsible for compatibility with such third party products or services and is not responsible for downtime or disruptions related to third party products or services.
3.7 - Users & Invitations. The owner ("Account Owner") of a Orbital Sites account ("Account") is typically the individual that Signs Up and pays for the Service, and has the authority to add and invite additional Users. Password protected Accounts enable Users to access their Orbital Dashboard where, among other things, a User can gain access to customize any Site Template(s) to which they have editing permissions.
While creating and customizing a website Template is a key feature of the Service, it is by no means limited to this function. In particular, the Service may also provide reports, usage information, User Management, Account settings, and other features.
4. USE OF SERVICE
4.1 - Purpose. The purpose of this Service is to allow creation and maintenance of a website. An Organization registers for the Service through its Site Owner who has the right to authorize and invite additional Users. Users with basic computer and browser skills can access the Dashboard and The Studio, create and edit website pages, and manage their Account. In particular, Orbital Sites enables Organizations to quickly implement a modern website solution with a semi-custom look and feel. Using or attempting to use this site for a purpose other than the above is not supported by Orbital Sites and is, to the extent permitted by law, prohibited.
4.2 - Linking. You are granted the right to create a "hypertext" link to any of your Sites. If you change the location of a domain or site Template, you are responsible for maintaining old/existing links. Where there is misuse of the Service in connection with your Account, we reserve the right to disable links to your Sites. You may not use framing techniques to enclose any Orbital trademark, logo or trade name or other proprietary information including the images we create or images you create using our templates. Links to third party sites on our Site are provided solely as a convenience to you. If you use these links, you will leave our Site. Orbital Sites has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Orbital Sites does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access a third party site linked to this site, you do so entirely at your own risk. You acknowledge and agree that Orbital Sites shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.
4.3 - Limited Access. Except as otherwise expressly permitted by Orbital Sites, any access or attempt to access private and/or non-user areas of Orbital Sites's computer system and information contained therein or reachable thereby for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to "screen scrape," monitor, "mine," or copy the Web pages on the Site or from any Template, and the content contained therein without Orbital Sites' prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Service for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or Service. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Orbital Sites' infrastructure.
4.4 - Mobile and Tablet Devices. While Orbital may within its discretion provide Site or Service functionality on mobile devices, Orbital makes no guarantees regarding this functionality on mobile devices. Orbital is not to be held liable should any damages arise as a result of non-functionality on a mobile device.
4.5 - Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the Services provided by which, in the sole judgment of the Orbital Sites: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, pornographic, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to your use of the Services. In addition, you may only use the Services in a manner that, in Orbital Site's sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact Orbital Sites at email@example.com. By way of example, and not limitation, use of the Services to engage in any of the below mentioned activities is expressly prohibited:
a.) upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, "Content") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Services, including providing links to pornographic content elsewhere;
b.) harm minors in any way;
c.) impersonate any person or entity, including, but not limited to, a Orbital Sites representative or falsely state or otherwise misrepresent your affiliation with a person or entity;
d.) upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;
e.) upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
f.) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Services that are designated for such purpose;
g.) upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h.) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
i.) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by U.S. Homeland Security, the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
j.) "stalk" or otherwise harass another;
k.) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites; and
l.) effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.
4.6 - Abusive User Behavior. Orbital reserves the right to take any action it deems necessary at its sole discretion, including, without limitation, account termination or suspension, to protect against such abusive or harmful behavior on the Internet and on the Orbital Service. You agree that Orbital shall not be responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of Orbital taking or not taking any actions in response to any actual or perceived abusive user behavior.
4.7 - Our Use of The Service on Your Behalf. We may from time to time access the Service on your behalf, using our master "Orbital Admin" accounts to investigate and/or to make changes to your Account or Site. Examples include our use of your Account to assist you in resolving a problem, to restore normal operation to your Account, to correct an error, and as reasonably required to operate the Service.
5.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business with or within the United States as defined and set forth at: http://www.export.gov and http://www.treas.gov/ofac.
5.2 - You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction You operate or do business.
5.3 - You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including, but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of Orbital, provide Orbital assurance of Your compliance with those laws.
5.4 - You acknowledge that Orbital exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Orbital Policies.
5.5 - You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between Orbital and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority.
5.5.1 - With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless Orbital for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from Orbital due to Your failure to pay or collect and remit such tax to such authority.
6. CONTENT, OWNERSHIP & HOSTING
6.1 - Content and Conduct Rules. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not Orbital, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable Orbital Policies, and any applicable law or regulation.
You agree to indemnify and defend Orbital from and against any and all claims stemming from Your failure to comply with this provision and/ or Your failure or refusal to abide by the terms and provisions of any applicable Privacy Policies.
6.3 - Media Content. Orbital may provide You with tools or assistance in making media content available for download or viewing by end-users, including but not limited to podcasts, graphics, videos, and streaming data. Orbital may also assist in making such content available through third-parties. However, in the event that such media content does not work correctly or that access to such content is interrupted, Orbital is not to be liable for any resulting damages. In the event that a third party removes such content from their services, for any reason, Orbital will not be liable for any resulting damages.
6.4 - Content Ownership. Orbital does not claim ownership of the Content You place on Your Service. However, by submitting Content to Orbital for inclusion on Your Service, You agree that Orbital can utilize images or other representations of your Site and Content to facilitate promotional efforts for Orbital Sites or other Orbital-related products or services. In other words, you grant Orbital a worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, for all material and content displayed on Your Site, to display, reproduce, and otherwise create derivative works that include reference to, representations, of, or other use of your material for Orbital in any promotional manner and on any Orbital property or facility.
You also grant Orbital the right to maintain such content on Orbital's servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated. All data and files related to your site are archived on Orbital servers. You grant Orbital the right to archive and maintain, at Orbital’s sole discretion, all data and files related to Your site; in the event of termination of the Service, Orbital may maintain your archived site for any length of time it chooses. Orbital may utilize your archived site should you request reactivation of the Service, but it is not mandated to do so. Reactivation will be handled on a case by case basis.
You acknowledge that Orbital does not prescreen Content, but that Orbital and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Orbital and its designees shall have the right to remove any Content that violates these Terms, including any applicable Orbital Policies, is illegal, or is otherwise objectionable as determined in Orbital's sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
6.5 - Orbital Web Hosting Function. You acknowledge that the Web Hosting service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. Orbital Web Hosting is designed to serve the web hosting needs of small organizations. It is not intended to support the greater web hosting needs of large enterprises.
Orbital Web Hosting is also a shared web hosting service, which means a number of customers' web sites are hosted from the same server. To ensure that Orbital Web Hosting is reliable and available for the greatest number of users, a customer's web site usage cannot adversely affect the performance of other customers' sites. Additionally, the purpose of Orbital Web Hosting is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at Orbital's sole discretion, You are deemed to have violated this section, Orbital may suspend or terminate Your account without notice to You and with no liability to Orbital.
6.6 - Downloadable Content. Orbital may offer You an option to disable the downloading of content, such as media, from Your site by third parties. You understand that such disabling software is subject to inherent limitations and is not guaranteed to prevent the downloading of content from Your site. It is Your duty to decide whether the inherent limitations of such disabling software meets your requirements. Orbital shall not be liable in the event that content is downloaded from Your site.
7. DOMAIN MANAGEMENT
7.1 - For Orbital Sites, the Service includes a hosted subdomain unique to your Site (i.e. http://yoursite.orbitalsites.com). You may use this subdomain as your primary web address (URL for your Site), as long as your Account and Site remains active and in good standing. However, for the best experience for You and your web visitors, we recommend utilizing a unique domain name for your primary Site URL.
7.2 - We will make our best effort to assist You in acquiring, moving, or modifying a domain name and its settings or records, and we may provide self-managed or other domain assistance via certain Orbital software to help facilitate your use of the Service.
7.3 - Orbital does not sell Domains, but we (or a third party service we use) may host your DNS records. We attempt to provide the highest levels of service and uptime possible, but we are not liable for downtime, disruption, or losses related to the hosting or changing of domain records. Additionally, Orbital makes no guarantees regarding the interaction of your web address with search engines. If You are switching Your site to the Service provided by Orbital, Orbital shall not be liable for non-functionality of prior links, URL’s, bookmarks, or any other related online or offline issues.
PLEASE NOTE: WITH RESPECT TO DOMAINS, NOTHING IN THE AGREEMENT OBLIGATES ORBITAL TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE WEB SITE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.
7.4 - Using a Preexisting Domain Name. If You have previously registered a domain name with another provider and want to use it with the Service, You must request that the existing registrar change the name servers for the domain name as designated by Orbital, on Your behalf.
PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO ORBITAL FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.
7.5 - Verifying Your Domain Name Information. In compliance with ICANN regulation and Your registrar’s Terms and Conditions, and in order to minimize the risk of fraud, Orbital may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any such information to Orbital's reasonable satisfaction, within 15 days of any such request from Orbital, Orbital may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from Orbital servers.
7.6 - If You choose to register a domain name using a private domain registration which will substitute certain information relating to the registration of the Domain Name, such as the name, postal address, email address, telephone number, and fax number of the administrative contact, technical contact, and billing contact, and where applicable, the postal address, telephone number, and fax number of the registrant contact ("Contact Details"), but not the organization name, the following terms also apply:
a.) You agree to keep all information provided to Orbital and INNW complete, true, and accurate at all times.
b.) You understand that your billing and contact information must be complete, true, and accurate at all times.
c.) You will not use or attempt to use the service to avoid any legal obligations, including without limitation any requirements to register Yourself or any entity with the appropriate governmental organizations, or to avoid, resist, or make more difficult the service of legal process on You, or any legal entity.
d.) You will respond in a timely manner to any communications from Orbital, INNW and any communications from a third party forwarded to You by INNW.
e.) NOTWITHSTANDING THE PRIVATE DOMAIN REGISTRATION FEATURE OF THE SERVICE, YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT ORBITAL AND/OR YOUR REGISTRAR MAY DISCLOSE THE CONTACT DETAILS REGARDING THE RELEVANT DOMAIN NAME WITHOUT ANY LIABILITY TO YOU, IF ORBITAL OR YOUR REGISTRAR CONSIDERS, IN THEIR SOLE DISCRETION, THAT DISCLOSURE IS NECESSARY OR DESIRABLE TO COMPLY WITH THE REQUIREMENTS OR DIRECTIONS OF ANY GOVERNMENT AGENCY, OR REGISTRY, ANY APPLICABLE LAW, REGULATION OR RULE, SUBPOENA, COURT ORDER, OR ENFORCEMENT AGENCY REQUEST; OR IF ANY THIRD PARTY INSTITUTES PROCEEDINGS AGAINST ORBITAL OR YOUR REGISTRAR, OR THREATENS TO TAKE PROCEEDINGS AGAINST EITHER ORBITAL OR YOUR REGISTRAR, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE RELEVANT DOMAIN NAME.
8.1 - Storage Limits. You acknowledge that Orbital may establish general practices and limits concerning use of the Service. Orbital may also at its sole discretion, monitor, regulate or otherwise limit the amount of storage available for use by any User at any time with or without notice.
8.2 - Backup Services. Orbital may utilize data backup services in case of data loss. However, any such benefit shall be utilized at the sole discretion of Orbital and Orbital is in no way bound to provide such benefits. Orbital shall not be held liable in the event of any data loss. It is Your responsibility to backup Your own files, and Orbital Web Hosting Services are not be used for general storage or as a backup service.
8.3 - Deletion of Information. You agree that Orbital may delete any information from Orbital servers to the extent that such information exceeds the storage provided for by the Terms outlined in this Agreement.
Unless modified, You will pay all fees due according to the applicable prices and terms, and according to the selected schedule of payment as selected by You during Sign Up including any optional features.
9.1 - Our Fees. For web development utilizing Orbital’s content management system (“The Studio”), you will be charged a one-time fee. For web hosting an support, you will have the option to pay monthly or annually.
9.1.1 - Optional One-Time Fee. An optional one-time web site development and setup fee in the amount of $1,000 USD along with a recurring hosting fee shall be due and payable during the Purchase Process. You may be subject to future web site development fees for new or additional products or features developed or offered by Orbital.
9.1.2 - Web Hosting & Support Fee. At the time of purchase, You have the option to choose monthly or annual billing. Based on your choice, you will pay and be responsible for fees in the amount of $25 USD per month, or $300 USD annually. Orbital will collect these fees automatically upon Renewal from the payment method(s) you provide to us.
9.2 - Use and Security of Cardholder Data. For purposes of this Section, the term "Cardholder Data" or "CDI" refers to the number assigned by the card issuer that identifies the cardholder's account or other cardholder personal information, and "Personally Identifiable Information" or "PII" means any CDI or other personal or financial data relating to any individual or entity.
To the extent You make an online credit card purchase or bank ACH transfer to Orbital as a part of the Purchase Process or otherwise, Orbital will initiate a secure payment process including acquisition of Your credit card or bank information related PII, and pass that information through Orbital’s third-party transaction processing service providers. After the initial purchase, your credit card or bank information data (including but not limited to your card or account number, expiration date, name and address) will be stored in a secure “vault” system. The stored card data will then be used to make recurring payments (monthly or yearly at Your option).
Orbital shall not be held liable for the security of third party servers or providers. These third-party providers maintain their own compliance and privacy policies and Orbital is not responsible in any way for the performance, security, or availability of their systems or services.
9.3 - Upgrades. To the extent Orbital makes multiple plans available to You, You can upgrade plans at any time. Such upgrades will take effect in a reasonable time. You will be automatically charged, via the payment method You provided, for any and all fees based upon your selected upgrade.
9.4 - Taxes. You are responsible for determining and paying any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, income, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the Service and the Site, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives. You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any payment or financial transaction.
9.5 - Modification and Discount of Service & Fees. Orbital may modify its billing practices, fee structure, late payment charges, or any other payment terms by providing You with prior written notice of the modification. Orbital at its discretion may also offer discounts or special offers from time to time.
a.) Orbital may increase fees, surcharges, monthly membership fees or institute new fees at any time upon thirty (30) days prior notice or upon other notice required by applicable laws, and Orbital reserves the right at any time to change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service.
b.) Upon renewal, as provided in Section 12, the remewal fees charged may be changed without notice to the then prevailing price for the Services.
9.6 - Payment Issues.
a.) If Your selected payment method is invalid or You are otherwise past due in your payments for any reason, the Service may be terminated and removed from Orbital's servers by Orbital with or without notice, and all the information contained within deleted permanently. Orbital accepts no liability for information or content that is deleted due to an invalid payment method or where Your payments are past due.
b.) Reactivation of the Service after termination or cancellation for any reason may require the payment of additional setup or reactivation fees.
c.) In the event You fail to pay charges, Orbital may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse Orbital for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses.
d.) In the event that any penalties are assessed against Orbital due to Your payment account having insufficient funds (or any other bank errors that result in a fee), Orbital reserves the right to assess and collect such penalties from You. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or Orbital on the charges and all late payment, interest, or other fees as stated on Your bill.
10. RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Orbital.
11. INTELLECTUAL PROPERTY
11.1 - Orbital Sites Materials. During the term of this Agreement, you may use the Orbital Sites Materials only for their intended purpose. You may use other Orbital Sites Materials only for your own internal purposes and solely as necessary for your use of the Service. "Orbital Sites Materials" include Sites, any software (including without limitation developer tools, sample code, and software libraries), data, materials, content and printed and electronic documentation developed and provided by us to you for download from the Site including The Dashboard, or The Studio. You may not, and may not attempt to, directly or indirectly:
a.) transfer, sublicense, loan, sell, assign, lease, rent, act as a service bureau, distribute or grant rights to any person or entity in the Service or the Orbital Sites Materials;
b.) remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right appearing on or contained within the Service or on any Orbital Sites Materials;
c.) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Orbital Sites Materials; and
d.) reverse engineer, disassemble, or decompile the Orbital Sites Materials or the Service or apply any other process or procedure to derive the source code of any software included in the Orbital Sites Materials or as part of the Service.
11.2 - Trademarks. "Orbital", "Orbital Donations", "Orbitalsites", "Orbital Sites", "The Studio", "Orbital Donation Center", "Echo Prayer", the Orbital Icon, and other related designs, graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Orbital Sites, Inc. (collectively, "Trademarks"). You may not use, absent our express written permission following your written request to use a particular mark, any of our Trademarks. All other trademarks not owned by Orbital Sites that appear on the Site or in connection with the Service are the property of their respective owners, none of which are affiliated with, connected to, or sponsored by Orbital. We may use your name, logo, service name or trademarks as designated by you solely as necessary to provide the Service contemplated herein. Such uses include, but are not limited to, hosting Sites and sending emails to Users on your behalf.
11.3 - Downloadable Materials. Materials that are made available to download from this Site are works subject to Orbital Sites's copyrights. Except as provided for in the License, copying or reproduction of materials downloaded from Orbital Sites's Site to any other server or location for further reproduction or redistribution is expressly prohibited unless such use is expressly provided for in a written agreement with Orbital Sites. Without limiting the foregoing, any software downloaded from this Site is subject to the license terms of the applicable software license agreement. You may not download or install the software until you have read and accepted the terms of the applicable software license agreement.
11.4 - Reservations. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Service, the Orbital Sites Materials; our Trademarks; and any other technology and software that we provide or use to provide the Service and the Orbital Sites Materials. This Agreement provides you with limited use and access rights as described herein. However, you do not, by virtue of this Agreement, acquire any ownership interest or rights in the Service, the Orbital Sites Materials, our Trademarks, or such other technology and software provided by us.
11.5 - Public Content. You retain ownership of all the content that you upload to the Site. However, for content you have disclosed or will disclose to the public ("Public Content"), including content you add to Sites, you hereby grant Orbital Sites rights and licenses to deal with the Public Content as reasonably necessary to carry out the purposes of the Service including a worldwide, royalty-free, non-exclusive, sub-licensable and transferable license to host, cache, cache, store, archive, index, crawl, create algorithms based thereon, modify or transcode the Public Content to appropriate media formats, standards or mediums as part of the services Orbital Sites provides.
11.6 - Disclosure. Orbital may be required to disclose information including disclosures to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize Orbital to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.
12. TERM & TERMINATION
The initial term of this Agreement and these Terms will commence on the date that You complete the Sign Up or Purchase Process (or the first date on which you use the Service, whichever comes first) and will remain in effect for one year ("Initial Term").
If You fail to notify Orbital of Your intent not to renew, this Agreement will be automatically renewed ("Renewal", "Renewal Term"), thirty (30) days prior to the end of the current Initial or Renewal Term for an additional period of one year at the Orbital then-current rates and charges. If You agree to a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.
12.1 - Your Rights. You may terminate this Agreement by closing your Account at any time. To terminate this agreement and close your account, you must notify Orbital by phone, email, or U.S. mail. Any amounts owed to Orbital Sites will be immediately due and payable upon termination and collected by us as described in this Agreement. You agree to keep your payment method active and funded sufficiently to cover amounts owed until Orbital Sites has successfully debited Your account.
12.2 - Suspension or Termination by Us. We may terminate this Agreement and close your Account for any reason at any time with or without notice to you. Without limiting the foregoing, we may suspend the Service if (a) you have violated the terms of this Agreement (including any Policy), (b) you pose an unacceptable reputational, credit or fraud risk to us, or (c) you provide false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct.
12.3 - Other Rights. In addition to that rights set forth in Section 8.2, Orbital reserves the right to terminate Your Service, or refuse to host or continue to host any web site which it believes, in its sole discretion:
a.) has caused a significant number of complaints for which it is at fault; or
b.) has become the subject of a government complaint or investigation.
Additionally, Orbital reserves the right to review and remove any Site at any time for non-compliance with any of these Terms.
12.4 - Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Service Fees accrued prior to the termination and any other amounts you may have a legal obligation to pay us, or remove or otherwise nullify any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement.
12.5 - Deletion of Content. Upon any termination of the Service, Orbital reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists, files, email, and any web pages generated by You or the Service. Orbital accepts no liability for such deleted information or content. Orbital, at its sole discretion may also alternatively archive your terminated site for any length of time it chooses. Your archived site will not be publically viewable, but its data and related files will remain on Orbital’s servers. If you choose to re-activate your service, Orbital may then re-activate your archived site, but is not mandated to do so. Re-activation will be handled on a case by case basis, and may be subject to additional reactivation or other fees.
12.6 - Waiver. You expressly waive any statutory or other legal protection in conflict with the provisions of this Section.
13. PRIVACY & CONFIDENTIALITY
13.1 - Stored Information. Orbital Sites stores an Organization's transaction information ("Transaction Information") including: your Organization Bank Account Information; User passwords; and other information reasonably required to operate the Service. You agree that we may receive, store and use this information as is reasonably required to operate the Service. Notwithstanding this and any other terms of any agreement to the contrary between you or us, we may use, disclose and transfer information that we collect or process as part of the Service, during and after the term of this Agreement:
a.) as required by applicable law;
b.) to or at the request of the person to whom the information pertains, persons authorized by them or the person from whom such information is obtained;
c.) in connection with an assignment of this Agreement; and
d.) to operate, improve or modify the Service, including without limitation, personalization, fraud and risk management, authentication and protection against abusive or unlawful uses.
13.2 - Limits on Your Use of Information. In connection with the Service, you may have access to certain personal information, for example User names, e-mail addresses, and other personally identifiable information of Users (collectively, "User Personal Information"). You agree you will not, and will cause your affiliates not to, directly or indirectly:
a.) communicate or otherwise contact a User who has requested that you refrain from such communication or contact;
c.) disparage Orbital to any User or other persons or groups.
13.3 - Confidential Information. During the course of your use of the Service, you may receive information relating to us or to the Service that is not known to the general public ("Confidential Information"). You agree that:
a.) all Confidential Information will remain Orbital's exclusive property;
b.) you will use Confidential Information only as is reasonably necessary for your participation in the Service; and
c.) you will not otherwise disclose Confidential Information to any individual, company, or other third party. Except as expressly provided in this Agreement, you may not issue any press release or make any public statement related to the Service, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
13.4 - Archive Information. Any or all information you submit or that we collect as part of the Service provided may be archived and not permanently deleted. Archived information may be restored or "unarchived" by us for any purpose for use at a later date, even after you cancel your Account, or terminate this Agreement as described in Section 12.
14. REPRESENTATIONS & WARRANTIES
14.1 - By You: You represent and warrant to us that:
a.) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform as required by this Agreement;
b.) the name identified by you when you registered is your true, legal name and the Organization name you provide is the DBA or otherwise registered name;
d.) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
e.) you have full power and authority under all relevant laws and regulations: (i.) to make the offers and use and display the materials at Your Site, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and promotion of services offered at the Site and (ii.) to copy and display the materials used or displayed at the Site.
f.) you will be solely responsible for all communications of Your Service including without limitation offers made and materials used or displayed, and all acts or omissions that occur in connection with Your account or password. The services of certain organizations may be subject to additional requirements. You agree that Your use of the Service and Your Service will be in compliance with these Terms, any applicable laws and regulations at all times. You agree to display on Your Service Your contact information, including but not limited to Your organization name, address, telephone number, fax number, and email address. You also agree to update such information to keep it true, accurate, current, and complete.
g.) you understand and agree that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to Your computer systems, networks, and any and all information stored therein. ALL INFORMATION TRANSMITTED AND RECEIVED THROUGH THE INTERNET CANNOT BE EXPECTED TO REMAIN CONFIDENTIAL AND ORBITAL CANNOT AND WILL NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NONCORRUPTION OF ANY INFORMATION SO TRANSMITTED, OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. ORBITAL SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF YOUR CONNECTION TO OR USE OF THE INTERNET, AND ORBITAL SHALL NOT BE RESPONSIBLE FOR ANY USE BY YOUR INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE, OR REGULATION OR ANY VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANOTHER.
h.) you understand and agree that use of any information transmitted or obtained by You using the Internet is at Your own risk. Orbital specifically denies any responsibility for the accuracy or quality of information obtained through its network, including as a result of failure of performance; error; omission; interruption; corruption; deletion; defect; delay in operation or transmission; computer virus; communication line failure; theft or destruction or unauthorized access to, alteration of, or use of information or facilities; or malfunctioning websites.
14.2 - DISCLAIMER: THE SITE, THE DASHBOARD, THE STUDIO, SITES, THE ORBITAL SITES MATERIALS, AND THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, THE DASHBOARD, THE STUDIO, SITES, THE ORBITAL SITES MATERIALS, THE SERVICE, OR ANY APPLICATION UTILIZING THE SERVICE, INCLUDING WITHOUT LIMITATION THAT:
a.) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;
b.) THE SITE, THE DASHBOARD, THE STUDIO, SITES, THE ORBITAL SITES MATERIALS, THE SERVICE, OR ANY APPLICATION UTILIZING THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL, OR THAT THE SERVICE WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;
c.) USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE ACCESS, DOWNLOAD, OR ANY OTHER USE OF SUCH MATERIAL AND/OR DATA.
d.) TO THE EXTENT THAT THE SECURITY MECHANISMS INCORPORATED IN THE SOFTWARE HAVE INHERENT LIMITATIONS, YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS YOUR REQUIREMENTS.
e.) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
f.) ORBITAL ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS, DATA, OR PERSONALIZATION SETTINGS; OR
c.) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.
15. LIMITATION ON LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE DASHBOARD, THE STUDIO, SITES, THE ORBITAL SITES MATERIALS, THE SERVICE (INCLUDING THE INABILITY TO USE THE SERVICE), ANY APPLICATION USING OUR SERVICE, OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR LINKED TO OR OTHERWISE INTEGRATED WITH THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF US OR OUR EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF PAYMENTS EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE MONTH OF THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
15.1 - In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.
15.2 - The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our liability is limited to the greatest extent permitted by law.
You will indemnify and hold harmless us and our respective employees, directors, agents and representatives from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or in connection with the operation, condition or content, (Your Content) of Your website, Your conduct, Your use of the Service, the goods, services, or information provided, offered, or sold through Your use of the Service, any alleged violation of these Terms, including any applicable Orbital Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your use of the Service, including Internet graphical or nongraphical interface; any use of Internet facilities conducted or permitted by You; the conduct of any business, advertising, marketing, or sales in connection therewith; and any negligent or illegal act or omission of You or any of Your agents, contractors, servants, employees, or other users or accesses. We will also be held harmless of:
a.) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies;
b.) your wrongful, malicious, or improper use of the Service;
c.) any transaction submitted by you through the Service (including without limitation the accuracy of information that you provide or any claim or dispute arising out of products or services offered or sold by you); and
d.) any transactions that you submit to our Service.
Orbital reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.
16.1 - If notified of any allegedly infringing, defamatory, damaging, obscene, illegal, or offensive use or activity, Orbital may (but shall not be required to) investigate the allegation, or refer it to You or a third party for investigation. Furthermore, Orbital reserves the right to remove or request the removal of the applicable content from the Web page or any other text or item linked to the Internet. If You refuse such request, Orbital may, at its option, immediately remove the subject Web page(s), Sites, or other text or item from the Internet, suspend the Services provided hereunder, or terminate this Agreement at will. Orbital shall not be liable for any damages incurred by Customer as a result of such action.
17.1 - Electronic Notices and Your Consent. We primarily communicate with you via your registered electronic address. By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us (your "Consent"). You agree that we may provide all communications and transactions related to the Service and your Account, including without limitation agreements related to the Service, amendments or changes to such agreements, disclosures, notices, transaction information, statements, policies (including without limitation notices about our Privacy Notice), responses to claims, User information, and other customer communications that we may be required to provide to you by law in electronic format (collectively, "Communications").
All Communications by us will be sent either:
a.) via e-mail,
b.) by providing access to a Website that we designate in an e-mail
c.) by posting to our Site, or
d.) alternate methods of communication provided within the Service as chosen by the User
All Communications will be deemed to be in "writing" and received by you when sent to you. You are responsible for creating and maintaining your own records of such Communications. You must send notices to us at the designated e-mail address(es) on the Site or through the submission forms on the Site. We reserve the right to discontinue or modify how we provide Communications at any time. We will make a reasonable effort to give you prior notice of any change. Your continued Consent is required to use the Service and your Account. To withdraw your Consent, you will need to close your Account.
17.2 - Requirements. To access, view, and retain Communications, you must have a computer with appropriate software and access to a personal, active e-mail account. You are responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. We will give you prior notice if we make a change to the requirements for receiving Communications.
17.3 - Other Forms of Communication. Orbital in its discretion may send notifications to You when a form is filled out and submitted on Your site. Orbital is not bound to provide such notifications, however, and shall not be liable in the event that a notification is not sent. It is Your duty to check Your website for submitted forms. Orbital may also give the option to receive such notifications by text message or other form. If You select such method for notification, You are responsible for any fees charged by Your carrier, if any fees apply.
17.4 - Updating Your Information. As with all information that you provide to us for your Account, it is your responsibility to ensure that your phone number and e-mail address is accurate and remains current. To ensure that we are able to provide you with important Communications, you must update us through any of the methods provided, with any change in your e-mail address.
17.5 - Requesting Paper Copies. Communications will not be distributed in paper form under any circumstances except when required by law.
18. GENERAL PROVISIONS
18.1 - Governing Law and Venue. The Service, the Site, the Dashboard, The Studio, and the Sites, are arranged, sponsored, and managed by us in the State of California, USA. The laws of the State of California govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute relating in any way to your visit to the Site or any part of the Service in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $5,000 or the total cost of the Service proviced by Orbital, shall be adjudicated in any state court in Ventura County, California or in any federal court of the Central District of California, Western Division, and you consent to exclusive jurisdiction and venue in such courts.
18.2 - Assignment & 3rd Party Beneficiaries. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.
18.3.1 - Orbital also may delegate the performance of Services to third parties, including Orbital affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
18.3.2 - Except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.
18.4 - No Waiver. We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement (including any Policy) will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement (including any Policy).
18.5 - No Agency. Nothing in this Agreement is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you or us.
18.6 - Section Titles. The section titles and numbering of sections in these Terms are for convenience only and have no legal or contractual effect.
19. FORCE MAJEURE
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of Orbital), provided that the delayed party:
a.) gives the other party prompt notice of such cause, and
b.) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
If Orbital is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of Orbital.
20. COPYRIGHTS & COPYRIGHT AGENTS
Orbital respects the intellectual property of others, and we ask that You do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with notice that includes the following information:
a.) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual-property interest;
b.) a description of the copyrighted work or other intellectual property that You claim has been infringed;
c.) a description of where the material that You claim is infringing is located on the site;
d.) Your address, telephone number, and email address;
e.) a statement by You that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f.) a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual-property owner or authorized to act on the copyright or intellectual-property owner's behalf.
The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached as follows:
By email: firstname.lastname@example.org
21. SUPPORT & ACCESS
21.1 - Limitations - Orbital reserves the right to establish limitations on the extent of any support provided for the Service and does not provide support for third party tools utilized by any User in conjunction with the Service. Orbital also may also limit at its discretion the hours at which the support will be available, and the means by which it is accessible.
21.2 - Technical Access. You acknowledge and agree that technical processing of Organization information and access to your Account at any time is and may be required:
a.) for the Service to function;
b.) to conform to the technical requirements of connecting networks;
c.) to conform to the technical requirements of the Service; or
d.) to conform to other, similar technical requirements.
You also acknowledge and agree that Orbital may access Your account and its contents as necessary to identify or resolve technical problems, review Service performance or usage, or respond to complaints about the Service.
21.3 - Third Party Products or Services. If You give a Orbital employee, agent or representative any log-in information related to a third party service or product, You will be deemed to have automatically consented to such Orbital employee, agent or representative making changes related to such third party product or service. Orbital is not responsible for any damage done as a result of those changes.
22. MODIFICATIONS TO AND DISCONTINUATION OF SERVICE
Orbital reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Orbital shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.
23. INTEGRATION AND SEVERABILITY
23.1 - This Agreement, including without limitation the Policies and the general terms and conditions of the Site, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided in this Agreement, no modification or amendment of this Agreement will be binding on Orbital Sites unless set forth in a writing signed by us.
23.2 - You also may be subject to additional terms and conditions that may apply when You use affiliate or other Orbital services, third-party content, or third-party software applications.
23.3 - You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
23.4 - Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.
With the exception of Sections 1, 3, and 17, the provisions of all Sections will survive any termination or expiration of these Terms.
WRITTEN/UPDATED: NOVEMBER 21, 2018