Updated 27 March 2020
THIS IS A LEGALLY BINDING CONTRACT. PLEASE REVIEW IT CAREFULLY.
Orbita, Inc. (“Orbita”) is a leader in conversational AI and virtual assistant solutions for healthcare applications.
Agreeing to these terms is a condition to any use of the Service, and you must not use the Service if you do not agree to these Terms. By accessing the Service, you agree to be bound by these Terms.
Some preliminary matters to highlight:
CHANGES. Orbita may make changes to the Service or these Terms as described in section 3.
DISPUTES. Disputes relating to these Terms will be resolved through binding arbitration as described in section 11.3.
ELECTRONIC COMMUNICATIONS. You agree to electronic communication as described in section 11.5.
HEALTH INFORMATION DISCLAIMER. If the Service includes any health-related content, for example in an interactive chatbot, that information is intended solely for general information purposes, and is not a substitute for medical advice from an individual’s health care provider. Orbita is not a medical provider, and any information shared here is based on third-party content. Please see section 7.2.
- ACCESS TO THE SERVICE
- Registration. If any features require registration or creating an Orbita account, you must be at least 18 years old, you will provide accurate and complete information at registration, and you will notify Orbita if any registration information changes. Features that require registration or an account may be subject to additional terms.
- Access to Service. Orbita reserves the right to deny access to the Service at any time at its sole discretion and without notice.
- YOUR RESPONSIBILITIES
- Use Outside the U.S. You may not use the Service if you are legally prohibited to receive or use the Service under the laws applicable to you. Further, Company agrees to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Service nor any related technical data, nor any direct product of it, is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, applicable export laws or regulations. You represent that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Use of Your Account and Account Information. You shall protect your account information, including passwords, if any, and is responsible for all activity through your account.
- Use with Sensitive Information. You shall not use the Service with sensitive information, including industry-specific regulated information (such as personal health information regulated by HIPAA), financial account information, government identification number information, mental health information, and “sensitive personal data” under GDPR (together “Sensitive Information”). Please contact Orbita to discuss additional terms for Orbita offerings that work with Sensitive Information.
- Notice of Suspected Violations. You shall promptly notify Orbita in writing if you suspect unauthorized use of the Service, breach of these Terms, or infringement of Orbita’s proprietary rights.
- Changes to Terms. Orbita is permitted to change these Terms from time to time, and will notify registered users as provided in these Terms if it believes the changes are material. Continued use of the Service after any changes constitute your consent to the changes. If you do not agree to the changed Terms, you must stop use of the Service. You can review the current version of these Terms at any time at: https://orbita.ai/terms-and-conditions/.
- Changes to the Service. Orbita is permitted to modify, discontinue or terminate the Service, at any time. New features that Orbita adds to the Service are subject to these Terms, and may also be subject to additional terms.
- Revocation Access or Limiting Use. Orbita is permitted to revoke, limit or suspend access to the Service at any time. Examples of where Orbita would take such measures include burdensome use of the Service, or use of the Service in a context that is otherwise problematic for Orbita. If Orbita revokes your use of a feature requiring Registration, you shall immediately stop use of that feature, and shall not attempt to register again, including using different registration information, without Orbita’s express prior written permission.
- As between Orbita and you, and notwithstanding any other terms in this agreement, Orbita or its licensors retain and exclusively own all right, title and interest in and to the Service, including all content, any improvements, modifications, feedback, or suggestions made by any party regarding it, and all data about its usage or performance. Orbita shall not share usage data unless it is purged of personal information. You has only the limited rights expressly granted in this agreement.
- CONFIDENTIALITY. The Service is not designed to collect confidential information, and you will not intentionally disclose confidential information through the Service.
- Disclaimer of Warranties. The Service is provided “AS IS”, and Orbita specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Orbita makes no warranty of any kind that the Service, or any products or results of their use, will meet your requirements, operate without interruption, be secure, error free or virus free, be compatible or work with any software, system, or other services, or achieve any intended result. This disclaimer section may be limited by applicable law.
- Content Disclaimer. Certain features of the Service, such as topic specific chatbots, rely on third-party content from sources such as the U.S. Centers for Disease Control and Prevention (“CDC”). Consistent with the disclaimers of these third-party sources, Information provided using the Service is only intended to be general summary information to the public. The Service is not intended to provide medical advice. Any questions regarding a user’s personal medical condition should be directed to your health care provider.
- Sensitive Information. The Service, as provided under these Terms, is not designed for use with Sensitive Information, as described in section 2.5. Please contact Orbita in advance if you need to share any Sensitive Information.
- INDEMNIFICATION. You agree to indemnify and hold harmless Orbita, and its affiliates, officers, directors, employees, representatives, and licensors, for any claims, damages, obligations, losses, liability, costs, debts and expenses (including reasonable legal fees), resulting from your use of the Service or breach of these Terms.
- LIMITATION OF LIABILITY. Orbita shall not, under any circumstances, be liable for incidental, consequential, special or punitive damages arising out of these Terms, your use of the Service, or termination of that use. Orbita’s maximum liability arising out of or related to these Terms, your use of the Service, or termination of that use, regardless of legal theory (whether in contract, tort or otherwise), shall not exceed the greater of (a) $100, or (b) the sum of fees paid or payable by you to Orbita over the 12 months immediately preceding the event giving rise to the cause of action. You hereby waive any claim that these limitations may deprive you of an adequate remedy. This limitation of liability section may be limited by applicable law.
- TERM AND TERMINATION
- Term. Either party is permitted to terminate this agreement at any time.
- Effect of Termination. Upon termination:
- You shall immediately stop all use of the Service; and
- the terms in this agreement which by their nature should survive termination shall survive, including terms relating to ownership, disclaimers, indemnification, and limitation of liability.
- Assignment. You shall not assign this Agreement to any other party without Orbita’s prior written consent.
- Choice of Law. The validity and construction of this agreement are governed by the laws of Massachusetts, excluding their conflicts-of-laws principles.
- Entire Agreement. These Terms, including terms incorporated here by reference, state the entire agreement of the parties about the subject matter of this agreement, and supersede all previous agreements, communications, and understandings relating to that subject matter.
- Severability. If any provision (or portion of a provision) is held to be invalid, illegal or unenforceable, such provision (or portion) shall be deemed severed from this agreement and the balance of this agreement shall remain in full force and effect.
- Headings. Paragraph headings are included for convenience only.
- Dispute Resolution. Each party hereby irrevocably and unconditionally agrees that any controversy or claim that cannot be resolved by the parties through good faith negotiation, or with the assistance of a mediator, shall be settled by binding arbitration administered by the American Arbitration Association in the Commonwealth of Massachusetts, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to an award of reasonable attorney fees at the arbitrator(s)’ discretion.
- Equitable Relief. A breach or threatened breach of any of obligations relating to intellectual property or confidentiality would cause irreparable harm for which monetary damages would not be adequate and, in the event of such breach or threatened breach, the party whose confidential information or intellectual property is implicated will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Notices and Electronic Communication to You. You consent to receive electronic communications from Orbita, including through the Service or by email. All agreements, notices, disclosures, and other communications that Orbita provides to you electronically satisfy any legal requirement that such communications be in writing.
- Notices and Contacting Orbita. Legal notice to Orbita will be sent by first class mail or courier service to its address at 51 Melcher Street, First Floor, Boston, MA 02210, Attention: Legal Department. For any questions about these Terms or the Service, please contact Orbita at info@Orbita.ai.