Terms of Service

1. Acceptance of Terms

By accessing or using the OrbitRoute platform, application programming interfaces (APIs), website located at orbitroute.ai, or any associated services (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" or "Customer" shall refer to that organization.

If you do not agree to these Terms, you must not access or use the Service. Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

These Terms constitute a legally binding agreement between you and OrbitRoute Inc. ("OrbitRoute," "we," "us," or "our"). You must be at least 18 years of age and capable of forming a binding contract to use the Service.

2. Description of Service

OrbitRoute provides a software-as-a-service platform that enables intelligent routing of artificial intelligence workloads between orbital compute infrastructure and terrestrial data centers. The Service includes, but is not limited to:

• Workload Routing -- Automated scheduling and routing of AI training, inference, and batch processing jobs to optimal compute nodes, whether located in orbital facilities or ground-based data centers.
• Compute Orchestration -- Management and orchestration of distributed compute resources across orbital and terrestrial infrastructure, including load balancing and failover.
• APIs and SDKs -- Programmatic interfaces for submitting, monitoring, and managing workloads, retrieving results, and integrating the Service into your applications and workflows.
• Dashboard and Analytics -- Web-based tools for monitoring workload status, resource utilization, cost analysis, and performance metrics.
• Data Transfer -- Secure data transmission between ground stations and orbital compute nodes via encrypted uplink and downlink channels.

The specific features available to you depend on your subscription plan. OrbitRoute may update, modify, or discontinue certain features of the Service with reasonable notice, provided that material changes to core functionality will be communicated in accordance with Section 12.

3. Account Registration and Security

To access the Service, you must create an account by providing accurate, complete, and current registration information. You agree to update your account information promptly to keep it accurate and complete.

3.1 Account Credentials

You are responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and access tokens. You agree to immediately notify OrbitRoute at security@orbitroute.ai if you become aware of any unauthorized use of your account or any other breach of security.

3.2 Account Responsibility

You are solely responsible for all activities that occur under your account, whether or not authorized by you. OrbitRoute will not be liable for any loss or damage arising from your failure to comply with this section. You may not share your account credentials with any third party or allow multiple individuals to use a single account, unless your plan includes multi-user access.

3.3 Account Restrictions

You may not create more than one account per individual or entity without prior written consent from OrbitRoute. We reserve the right to suspend or terminate accounts that we reasonably believe are duplicative, fraudulent, or in violation of these Terms.

4. Subscription Plans and Billing

4.1 Plans

OrbitRoute offers the following subscription plans:

Usage-based charges may apply in addition to the base subscription fee, depending on compute hours consumed, data transfer volume, and other metered resources. Current rates are published on the OrbitRoute pricing page and are incorporated by reference into these Terms.

4.2 Free Trial

OrbitRoute offers a fourteen (14) day free trial for new customers. During the trial period, you will have access to the Starter plan features at no charge. At the end of the trial period, your account will automatically convert to a paid subscription unless you cancel before the trial expires. No credit card is required to begin the trial, but you must provide valid payment information to continue using the Service after the trial period ends.

4.3 Billing and Auto-Renewal

All subscriptions are billed on a monthly basis in advance. Your subscription will automatically renew at the end of each billing period at the then-current rate unless you cancel prior to the renewal date. OrbitRoute will charge the payment method on file for each renewal period. You authorize OrbitRoute to charge all fees incurred to your designated payment method.

4.4 Cancellation

4.5 Price Changes

OrbitRoute reserves the right to modify pricing with at least thirty (30) days prior written notice. Price changes will take effect at the start of the next billing period following the notice period. If you do not agree with a price change, you may cancel your subscription before the change takes effect.

5. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with these Terms. You shall not, and shall not permit any third party to:

• Use the Service for any illegal, fraudulent, or unauthorized purpose, or in violation of any applicable local, state, national, or international law or regulation.
• Submit, process, or store any content that infringes upon intellectual property rights of any third party.
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service through hacking, password mining, or any other means.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein, including through denial-of-service attacks or resource exhaustion.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service.
• Circumvent or attempt to circumvent any access controls, rate limits, usage quotas, or other technical restrictions imposed by OrbitRoute.
• Use the Service to develop a competing product or service, or to benchmark the Service for competitive purposes without prior written consent.
• Resell, sublicense, or redistribute access to the Service to any third party without prior written authorization from OrbitRoute.
• Submit workloads designed to mine cryptocurrency or perform any form of cryptographic proof-of-work computation.

5.1 Rate Limits

API rate limits apply to all subscription plans. Current rate limits are documented in the OrbitRoute API documentation. OrbitRoute reserves the right to throttle or temporarily suspend access to the API if your usage exceeds applicable rate limits or otherwise poses a risk to the stability or availability of the Service.

5.2 Enforcement

OrbitRoute reserves the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including without limitation suspending or terminating your account, removing content, and reporting violations to law enforcement authorities.

6. Intellectual Property

6.1 OrbitRoute Property

The Service, including all software, algorithms, infrastructure, documentation, user interfaces, designs, trademarks, and other materials provided by OrbitRoute, is the exclusive property of OrbitRoute Inc. and its licensors. These Terms do not grant you any ownership interest in the Service. All rights not expressly granted herein are reserved by OrbitRoute.

6.2 Customer Property

You retain all right, title, and interest in and to your data, models, configurations, and any other content that you submit to the Service ("Customer Data"). OrbitRoute does not claim any ownership rights in your Customer Data. By using the Service, you grant OrbitRoute a limited, non-exclusive, worldwide license to use, process, and transmit your Customer Data solely for the purpose of providing and improving the Service in accordance with these Terms and our Privacy Policy.

6.3 Feedback

If you provide OrbitRoute with any suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you hereby assign to OrbitRoute all rights in such Feedback and agree that OrbitRoute may use, modify, and incorporate such Feedback without restriction or obligation to you.

7. Data Processing

7.1 Data Use

OrbitRoute processes Customer Data solely for the purpose of routing, scheduling, and executing your AI workloads across available compute infrastructure. This processing includes transmitting data to and from orbital and terrestrial compute nodes, temporary caching for performance optimization, and generating metadata necessary for job orchestration.

7.2 No Sale of Data

7.3 Data Security

OrbitRoute implements commercially reasonable technical and organizational security measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to, encryption of data in transit and at rest, access controls, regular security assessments, and secure data transmission protocols for orbital uplink and downlink operations.

7.4 Data Location

By using the Service, you acknowledge that your data may be processed in orbital compute facilities and terrestrial data centers located in various jurisdictions. OrbitRoute will comply with applicable data protection laws and will provide information about data processing locations upon request by Enterprise customers.

7.5 Subprocessors

OrbitRoute may engage third-party subprocessors to assist in providing the Service. A current list of subprocessors is available upon request. OrbitRoute will notify Enterprise customers of any material changes to its subprocessor list at least thirty (30) days in advance.

8. Service Level Agreement

8.1 Uptime Commitments

8.2 Uptime Calculation

Monthly uptime percentage is calculated as the total number of minutes in the calendar month minus the number of minutes of Downtime, divided by the total number of minutes in the calendar month. "Downtime" means any period during which the Service is materially unavailable or inoperable, excluding scheduled maintenance windows and force majeure events.

8.3 Service Credits

If OrbitRoute fails to meet the applicable uptime target for Pro or Enterprise plans during any calendar month, the affected Customer may request a service credit. Service credits are calculated as follows:

• 99.0% -- 99.9% uptime: 10% credit of that month's subscription fee
• 95.0% -- 99.0% uptime: 25% credit of that month's subscription fee
• Below 95.0% uptime: 50% credit of that month's subscription fee

Service credit requests must be submitted within thirty (30) days of the end of the affected month. Credits are applied to future invoices and are not redeemable for cash. Total credits for any month shall not exceed 50% of the monthly subscription fee for that month.

8.4 Scheduled Maintenance

OrbitRoute will provide at least forty-eight (48) hours advance notice of scheduled maintenance windows. Scheduled maintenance will be performed during off-peak hours whenever possible. Time spent in scheduled maintenance is excluded from uptime calculations.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORBITROUTE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ORBITROUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

9.3 Exceptions

The limitations set forth in this section shall not apply to: (a) liability arising from OrbitRoute's gross negligence or willful misconduct; (b) liability arising from OrbitRoute's breach of its confidentiality obligations; or (c) any liability that cannot be excluded or limited under applicable law.

9.4 Basis of the Bargain

You acknowledge that OrbitRoute has set its prices and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties.

10. Indemnification

10.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless OrbitRoute Inc., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service in violation of these Terms;
• Your Customer Data or any content you submit to the Service;
• Your violation of any applicable law, regulation, or third-party right;
• Any unauthorized use of the Service by third parties using your account credentials.

10.2 OrbitRoute Indemnification

OrbitRoute agrees to indemnify, defend, and hold harmless you from and against any third-party claim that the Service, as provided by OrbitRoute and used in accordance with these Terms, infringes any valid United States patent, copyright, or trademark of such third party. This indemnification obligation is contingent upon you providing OrbitRoute with prompt written notice of such claim, granting OrbitRoute sole control of the defense and settlement, and providing reasonable cooperation at OrbitRoute's expense.

10.3 Procedure

The indemnifying party shall have sole control of the defense and settlement of any indemnified claim, provided that the indemnifying party shall not enter into any settlement that imposes obligations on the indemnified party without the indemnified party's prior written consent. The indemnified party shall provide reasonable cooperation to the indemnifying party at the indemnifying party's expense.

11. Termination

11.1 Termination by Customer

You may terminate these Terms and your subscription at any time by canceling your account through the account dashboard or by contacting OrbitRoute at billing@orbitroute.ai. Termination will take effect at the end of your current billing period.

11.2 Termination by OrbitRoute

OrbitRoute may terminate these Terms or suspend your access to the Service: (a) immediately, if you materially breach these Terms and fail to cure such breach within fifteen (15) days of receiving written notice; (b) immediately, if you breach the Acceptable Use Policy; (c) if you fail to pay any fees when due and do not cure such failure within ten (10) days of receiving notice; or (d) upon thirty (30) days written notice for any reason or no reason.

11.3 Data Export

11.4 Survival

The following sections shall survive any termination or expiration of these Terms: Intellectual Property (Section 6), Limitation of Liability (Section 9), Indemnification (Section 10), Governing Law (Section 13), Dispute Resolution (Section 14), and any other provisions that by their nature should survive termination.

12. Modifications to Terms

OrbitRoute reserves the right to modify these Terms at any time. For material changes, we will provide at least thirty (30) days prior written notice via email to the address associated with your account and/or by posting a prominent notice on the Service.

Non-material changes, such as corrections to typographical errors or clarifications that do not alter the substance of the Terms, may be made at any time without advance notice.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Service before the changes take effect. In such cases, you may cancel your subscription in accordance with Section 4.4, and no early termination fees will apply.

The "Last Updated" date at the top of these Terms indicates when the most recent revisions were made. We encourage you to review these Terms periodically.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions. Any legal action or proceeding permitted under these Terms (subject to the arbitration provisions in Section 14) shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of such courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms informally. The aggrieved party shall send a written notice describing the dispute to the other party, and the parties shall engage in good faith negotiations for a period of at least thirty (30) days.

14.2 Binding Arbitration

If the parties are unable to resolve a dispute through informal negotiations, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware, or at another mutually agreed location. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Small Claims Court

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes or claims within the jurisdiction of such court, provided the action is brought in the party's county of residence or in New Castle County, Delaware.

14.4 Class Action Waiver

YOU AND ORBITROUTE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both parties agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

14.5 Injunctive Relief

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction for the protection of intellectual property rights, confidential information, or to prevent irreparable harm.

15. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

For billing inquiries: billing@orbitroute.ai

For security concerns: security@orbitroute.ai

For general support: support@orbitroute.ai