Orbiseed Terms of Service

Effective Date: August 7, 2026

These Terms of Service (the “Terms”) govern access to and use of Orbiseed’s websites, software-as-a-service platform, application programming interfaces, integrations, implementation services, support, and related products and services.

These Terms are a legally binding agreement between the Customer and Orbiseed Technology Inc. If an Order Form identifies Orbiseed North America Inc. or another Orbiseed affiliate as the contracting supplier, that affiliate will be “Orbiseed” for that Order Form. For use of the public Website without an Order Form, “Orbiseed” means Orbiseed Technology Inc.

Orbiseed provides business-to-business services. The Services are not offered for personal, family, or household use.

1. Acceptance and Authority

1.1 Acceptance. A Customer agrees to these Terms by: (a) signing or electronically accepting an Order Form that incorporates them; (b) clicking a button or checking a box indicating acceptance; (c) creating or administering an Account after being presented with these Terms; or (d) accessing or using the Services after receiving notice that these Terms apply.

1.2 Authority. The individual accepting these Terms represents that the individual has authority to bind the company, organization, partnership, governmental body, or other legal entity on whose behalf the Services are obtained. “Customer” means that entity. If the individual does not have that authority, the individual must not accept or use the Services on the entity’s behalf.

1.3 Authorized Users. Customer may permit its employees, officers, Affiliates, contractors, consultants, and other personnel whom Customer authorizes to use the Services for Customer’s benefit (“Authorized Users”). Customer is responsible for its Authorized Users’ compliance with the Agreement and for activity occurring under Customer’s Account, except to the extent caused by Orbiseed’s breach of the Agreement.

1.4 Other Agreements. These Terms do not replace a separately signed master services agreement or similar agreement between Customer and Orbiseed if that agreement expressly states that it governs the Services.

2. Definitions

In addition to terms defined elsewhere in these Terms:

2.1 “Account” means Customer’s organization account in the Services.

2.2 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent of the voting interests or the power to direct the entity’s management.

2.3 “Agreement” means these Terms together with all applicable Order Forms, statements of work, data processing addenda, security addenda, service-level agreements, and policies expressly incorporated by reference.

2.4 “Customer Data” means all data, content, documents, files, images, plans, drawings, specifications, schedules, emails, messages, catalogs, price books, product records, model numbers, cross-reference mappings, configuration rules, customer and project information, user entries, corrections, instructions, and other materials submitted to, stored in, transmitted to, or made available to the Services by or on behalf of Customer. Customer Data includes Customer-Specific Configurations and Generated Output, but excludes Service Data.

2.5 “Customer-Specific Configurations” means templates, mappings, pricing formulas, discounts, workflows, taxonomies, corrections, product-configuration rules, cross-reference logic, preferences, and other settings created specifically for Customer from Customer Data or Customer instructions. Customer-Specific Configurations do not include generally applicable functionality, algorithms, schemas, tools, or know-how that form part of the Orbiseed Technology.

2.6 “Documentation” means the then-current user guides, technical specifications, and support materials that Orbiseed makes available for the Services.

2.7 “Generated Output” means extracted information, candidate matches, product recommendations, suggested model numbers, cross-references, quantities, prices, quote documents, submittal materials, reports, and other results generated by the Services for Customer. Generated Output excludes Third-Party Materials and Orbiseed Technology embedded in or used to generate those results.

2.8 “Order Form” means an ordering document, online order, accepted proposal, pilot letter, statement of work, or other written or electronic ordering instrument agreed by Customer and Orbiseed that identifies Services, fees, Usage Units, a term, or other commercial terms.

2.9 “Orbiseed Technology” means the Services and all related software, source code, object code, models, algorithms, model weights, prompts, schemas, data structures, workflows, methods, interfaces, designs, features, documentation, generic rules, generalized know-how, and technology owned or licensed by Orbiseed, including all improvements and derivatives of them. Orbiseed Technology excludes Customer Data.

2.10 “Personal Data” means information relating to an identified or identifiable individual, or any equivalent term under applicable privacy or data-protection law.

2.11 “Service Data” means technical, operational, security, billing, and usage information generated from operation of the Services, such as timestamps, event logs, feature use, processing duration, device and browser information, error records, and usage counts. Service Data does not include the substantive content of Customer Data.

2.12 “Services” means the Orbiseed platform and related websites, applications, APIs, integrations, support, implementation, configuration, and professional services identified in an Order Form or made available by Orbiseed.

2.13 “Third-Party Materials” means data, software, documentation, product information, manufacturer materials, websites, services, or other content owned or provided by a third party.

2.14 “Usage Unit” means the unit used to measure metered use, such as a quote, project, document, page, line item, transaction, or other unit, as clearly described in the applicable Order Form or pricing presentation accepted by Customer.

2.15 “Website” means Orbiseed’s public websites, including orbiseed.com and their subpages.

3. Order Forms and Order of Precedence

3.1 Orders. Each Order Form will identify the applicable Services and may specify fees, Usage Units, usage allowances, implementation scope, support, integrations, data-location requirements, pilot criteria, and subscription term.

3.2 Order of Precedence. If documents forming the Agreement conflict, the following order applies, but only to the subject matter of the conflict: (a) a signed amendment that expressly identifies the provision it overrides; (b) a data processing addendum for processing of Personal Data; (c) a security addendum for security obligations; (d) the Order Form; (e) these Terms; and (f) the Documentation.

3.3 No Reliance on Future Features. Customer’s purchase is not contingent on future functionality or on oral or public statements about features that are not included in an Order Form.

4. Access to and Use of the Services

4.1 Right to Use. Subject to the Agreement, Orbiseed grants Customer a limited, non-exclusive, non-transferable right during the applicable term to access and use the Services for Customer’s internal business purposes and to permit Authorized Users to do so.

4.2 Affiliates and Contractors. Customer may allow its Affiliates and contractors to use the Services solely for Customer’s benefit, provided they are bound by confidentiality and use restrictions at least as protective as the Agreement. Customer remains responsible for their use.

4.3 APIs and Integrations. Customer may access APIs and integrations only as documented or authorized by Orbiseed and within applicable rate limits, scopes, and security requirements.

4.4 Website Use. Orbiseed grants Website visitors a limited, revocable right to access and view the Website for legitimate business and informational purposes. Website content is general information and does not amend an Order Form or create a warranty.

4.5 Reservation of Rights. Orbiseed and its licensors retain all rights not expressly granted under the Agreement.

5. Accounts and Administration

5.1 Accurate Information. Customer will provide accurate and current registration, billing, and contact information and keep it updated.

5.2 Account Security. Each Authorized User must use a unique account. Credentials may not be shared. Customer will use reasonable safeguards, including multi-factor authentication where available and appropriate, and will promptly notify Orbiseed of suspected unauthorized access.

5.3 Customer Administrators. Customer administrators may provision and remove users, configure permissions and integrations, access Customer Data, and take other actions on Customer’s behalf. Customer is responsible for selecting administrators and for their actions.

5.4 Unauthorized Activity. Customer is not responsible for unauthorized Account activity caused by Orbiseed’s breach of its security obligations. Customer will reasonably cooperate with Orbiseed in investigating suspected compromise.

6. Customer Responsibilities

6.1 Rights and Permissions. Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases necessary to provide Customer Data to Orbiseed and to authorize Orbiseed to process it under the Agreement.

6.2 Source Materials and Records. Customer will maintain independent copies of source documents and final business records appropriate for its operations. Unless an Order Form expressly says otherwise, the Services are not Customer’s exclusive system of record or archival repository.

6.3 Customer Systems. Customer is responsible for its own devices, networks, identity systems, third-party applications, and configurations used with the Services.

6.4 Verification and Approval. Customer is responsible for reviewing Generated Output before using, distributing, approving, pricing, ordering, specifying, quoting, submitting, or relying on it. Customer will apply appropriate professional and commercial judgment and obtain any required manufacturer, engineer, architect, authority, owner, or customer approval.

6.5 Restricted Data. Unless an Order Form or written addendum expressly permits it, Customer will not submit: (a) protected health information; (b) payment-card data subject to PCI DSS; (c) account passwords or authentication secrets; (d) government-classified information; (e) export-controlled technical data requiring special handling; (f) highly sensitive government identifiers; (g) biometric templates; or (h) Personal Data relating to children where special legal requirements apply.

7. Acceptable Use

Customer will not, and will not permit any person to:

(a) use the Services unlawfully or in violation of third-party rights;

(b) upload malware, malicious code, or content intended to disrupt, damage, or gain unauthorized access to systems or data;

(c) probe, scan, test, or attempt to defeat the security or integrity of the Services, except under Orbiseed’s written authorization or published vulnerability-disclosure program;

(d) access another customer’s account, data, or tenant, or attempt to circumvent authentication, authorization, rate limits, usage controls, or technical restrictions;

(e) reverse engineer, decompile, disassemble, or attempt to discover source code, model weights, or non-public algorithms, except to the limited extent a restriction is prohibited by law;

(f) copy, frame, mirror, scrape, or systematically extract the Services or Website, except through an authorized API or as permitted by applicable law;

(g) resell, sublicense, rent, timeshare, or provide the Services to third parties as a standalone service unless an Order Form permits it;

(h) use the Services or non-public Orbiseed materials to build or train a substantially similar competing service, except that this restriction does not limit Customer’s use of Customer Data or Generated Output;

(i) remove proprietary notices or misrepresent the source or ownership of the Services or Generated Output;

(j) use the Services to operate safety-critical equipment, make autonomous life-safety decisions, or replace a legally required licensed-professional review; or

(k) use the Services in a manner that materially interferes with other customers’ use or imposes an unreasonable load on the Services.

8. Customer Data and Customer-Specific Knowledge

8.1 Customer Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer-specific catalogs, price books, mappings, corrections, templates, configuration rules, cross-references, customer information, and project information remain private to Customer and will not be made available to another Orbiseed customer.

8.2 Limited Licence to Orbiseed. Customer grants Orbiseed a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, modify, and otherwise process Customer Data only as reasonably necessary to: (a) provide, configure, secure, support, and maintain the Services for Customer; (b) follow Customer’s documented instructions; (c) prevent fraud, abuse, or security threats; and (d) comply with applicable law. This licence lasts only for the term and applicable retention period, except where law requires longer retention.

8.3 Customer-Specific Improvement. Orbiseed may use Customer Data, user corrections, and interactions within Customer’s Account to improve results, mappings, configurations, and workflows for that Customer. Such processing remains subject to the confidentiality, security, and use restrictions in the Agreement.

8.4 No Cross-Customer Training Without Opt-In. Orbiseed will not use Customer Data, Generated Output, Customer-Specific Configurations, or Customer Confidential Information to train or fine-tune models or datasets for use by other customers or for general model development unless Customer expressly opts in through a signed writing that identifies the permitted data, purpose, and scope. Running Customer Data through models to provide the requested Services is inference and service delivery, not model training.

8.5 Public and Independently Obtained Information. Information does not become Customer Data merely because the same information appears in Customer Data if Orbiseed lawfully obtains it independently from public sources, manufacturers, licensors, or other sources without using Customer Confidential Information.

8.6 Personnel Access. Orbiseed personnel may access Customer Data only when reasonably necessary to provide support requested by Customer, operate or secure the Services, investigate abuse or an incident, comply with law, or perform another purpose authorized under the Agreement. Personnel with access will be subject to confidentiality obligations.

8.7 No Sale of Customer Data. Orbiseed will not sell Customer Data or disclose it for third-party advertising.

9. Service Data and Aggregated Data

9.1 Service Data. Orbiseed may collect and use Service Data to provide support, administer billing, monitor performance, maintain security, prevent abuse, plan capacity, and improve the Services.

9.2 Aggregated Data. Orbiseed may create and use statistics and analytics derived from Service Data and Customer Data only if they are aggregated and de-identified so that they do not identify Customer, an Authorized User, an individual, a project, Customer’s customers, or Customer Confidential Information and cannot reasonably be used to reconstruct Customer Data (“Aggregated Data”).

9.3 Safeguards. Orbiseed will not attempt to re-identify Aggregated Data or disclose it in a manner that would reasonably permit a third party to identify Customer or reconstruct Customer Data.

10. Privacy and Data Protection

10.1 Roles. To the extent Orbiseed processes Personal Data contained in Customer Data on Customer’s behalf, Customer is the controller, business, or organization responsible for that Personal Data and Orbiseed is the processor or service provider, as those or comparable terms are defined by applicable law.

10.2 Customer Instructions. The Agreement and Customer’s permitted use and configuration of the Services constitute Customer’s documented instructions for processing Customer Data. Orbiseed will process Personal Data in Customer Data only in accordance with those instructions, except where applicable law requires otherwise.

10.3 Compliance. Each party will comply with the privacy and data-protection laws applicable to its own activities. Customer is responsible for giving required notices, responding to individuals’ requests, and establishing a lawful basis for Customer’s collection and use of Personal Data.

10.4 Service Provider Commitments. To the extent applicable law uses the concepts of “sale,” “sharing,” “targeted advertising,” “service provider,” or “processor,” Orbiseed will not sell or share Personal Data in Customer Data, use it for targeted advertising, or retain, use, or disclose it outside the direct business relationship except as permitted by applicable law and the Agreement.

10.5 Data Processing Addendum. Where required by applicable law, the parties will enter into Orbiseed’s then-current data processing addendum, including any required cross-border transfer terms. In the event of conflict regarding Personal Data processing, the data processing addendum controls.

10.6 Orbiseed Privacy Policy. Orbiseed’s Privacy Policy governs Personal Data that Orbiseed collects for its own business purposes, such as Website visitor information, Account contacts, billing contacts, sales communications, and support contacts. The Privacy Policy does not expand Orbiseed’s permitted use of Customer Data.

11. Security

11.1 Security Program. Orbiseed will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, acquisition, use, alteration, disclosure, or destruction, taking into account the nature and sensitivity of the data and the risks presented by the processing.

11.2 Security Documentation. Any specific controls, certifications, audit periods, penetration-testing commitments, data-residency commitments, or service levels apply only if described in an applicable security addendum, trust documentation, or Order Form. Upon reasonable request and subject to confidentiality restrictions, Orbiseed may make then-current independent audit reports or summaries available to eligible customers.

11.3 Security Incident. A “Security Incident” means a confirmed loss of, or unauthorized acquisition of, access to, use of, alteration of, disclosure of, or destruction of Customer Data in Orbiseed’s possession or control. It does not include unsuccessful attempts, pings, scans, denial-of-service attempts, or events that do not compromise Customer Data. Orbiseed will notify Customer without undue delay after confirming a Security Incident and will provide information reasonably available to assist Customer in meeting applicable legal obligations. Orbiseed’s notice is not an admission of fault or liability.

11.4 Customer Cooperation. Customer will promptly address security issues within its control, including compromised credentials, unsafe configurations, and vulnerable Customer systems, and will reasonably cooperate in incident investigation and remediation.

12. Subprocessors and Third-Party Services

12.1 Subprocessors. Customer authorizes Orbiseed to engage Affiliates and third-party subprocessors to process Customer Data as necessary to provide the Services. Orbiseed will require subprocessors that process Customer Data to protect it under contractual obligations materially consistent with Orbiseed’s applicable obligations under the Agreement. Subject to the Agreement’s liability limitations, Orbiseed remains responsible for its subprocessors’ performance of those obligations.

12.2 Subprocessor Information. Orbiseed will make a current subprocessor list available to customers and will provide notice of material additions where required by an applicable data processing addendum.

12.3 Customer-Directed Integrations. Customer may choose to connect the Services to Third-Party Services, including email, CRM, ERP, identity, storage, and other systems. Customer authorizes Orbiseed to exchange Customer Data with those services as directed by Customer. Third-Party Services are governed by their own terms, and Orbiseed is not responsible for their acts, omissions, availability, security, or data handling.

12.4 Third-Party OCR or AI Services. If a feature uses a third-party processing provider, Orbiseed will treat that provider as a subprocessor where it processes Customer Data and will remain subject to this Section and any applicable data processing addendum.

13. Generated Output and Product Recommendations

13.1 Customer Rights in Output. As between Customer and Orbiseed and to the extent permitted by law, Orbiseed does not claim ownership of Customer-specific Generated Output. To the extent any right in such Generated Output vests in Orbiseed, Orbiseed assigns that right to Customer, excluding Orbiseed Technology and Third-Party Materials.

13.2 Embedded Materials. Customer may use Orbiseed templates, formatting, and other Orbiseed Technology embedded in Generated Output solely as part of Customer’s permitted use of that Generated Output. Third-Party Materials remain subject to the rights and restrictions of their owners.

13.3 Non-Exclusivity. Generated Output may include facts, common product data, standard terminology, or similar results that may also be provided to others. The Agreement does not give Customer exclusive rights in public facts, Third-Party Materials, Orbiseed Technology, or another customer’s independently generated output.

13.4 Human Review Required. The Services use automated systems and may produce incomplete, inaccurate, outdated, or unsuitable results. Confidence indicators, source links, validation rules, and review queues reduce risk but do not eliminate error. Customer must review Generated Output before reliance or external use.

13.5 Cross-References and Equivalency. A suggested cross-reference, substitute, compatible product, configuration, or model number is a recommendation, not a certification of equivalency, fitness, code compliance, specification compliance, interoperability, availability, pricing, or manufacturer approval. Customer is responsible for verification and required approvals.

13.6 Quotes, Pricing, and Quantities. Customer is responsible for final quantities, models, prices, discounts, taxes, freight, lead times, commercial terms, scope, exclusions, and customer-facing representations in any quote or proposal.

13.7 Submittals and Technical Materials. Customer is responsible for confirming that selected cut sheets, O&M materials, warranties, certificates, and other submittal content are current, applicable to the selected product, and sufficient for the project.

13.8 No Professional Advice. The Services do not provide engineering, architectural, legal, accounting, tax, safety, code-compliance, or other regulated professional advice and are not a substitute for licensed-professional judgment.

14. Third-Party Materials

14.1 Third-Party Rights. Product catalogs, drawings, specifications, manufacturer documents, trademarks, images, data sheets, and other Third-Party Materials remain the property of their respective owners.

14.2 Availability and Accuracy. Third-Party Materials may be incomplete, outdated, modified, discontinued, restricted, or removed. Orbiseed does not control and does not warrant their continued availability, accuracy, or suitability.

14.3 Identification. References to third-party brands and products are for identification, matching, comparison, and workflow purposes and do not imply endorsement, authorization, or affiliation unless expressly stated.

14.4 Third-Party Links. The Website or Services may link to third-party websites or resources. Orbiseed provides those links for convenience and is not responsible for the content, availability, or practices of third-party sites.

15. Implementation and Professional Services

15.1 Scope. Catalog onboarding, data migration, mapping, integration, configuration, training, custom development, and other professional services will be described in an Order Form or statement of work.

15.2 Customer Cooperation. Customer will provide timely access to knowledgeable personnel, systems, data, decisions, and approvals reasonably needed to perform professional services. Schedules may be adjusted for Customer delay or materially incomplete inputs.

15.3 Deliverables. Ownership and licence terms for custom deliverables will be stated in the applicable statement of work. If a statement of work is silent, Orbiseed owns the underlying tools, reusable code, methods, and generalized know-how, and Customer owns its Customer Data and Customer-Specific Configurations and receives a licence to use any Orbiseed deliverables necessary to use the Services during the applicable term.

15.4 Acceptance. If a statement of work includes acceptance criteria, Customer will evaluate the deliverable within the stated period. If no period is stated, the period is ten business days after delivery. Customer will not unreasonably withhold acceptance and will identify material nonconformities in reasonable detail.

16. Fees, Metering, and Payment

16.1 Fees. Customer will pay the fees described in the applicable Order Form or accepted pricing presentation. General Website pricing is informational until incorporated into an Order Form or presented to and accepted by Customer at purchase.

16.2 Usage Measurement. Metered fees are calculated using the Usage Unit and measurement rules disclosed before Customer incurs the applicable charges. Orbiseed’s system records will govern absent demonstrable error. Orbiseed will not charge Customer under an undisclosed Usage Unit definition.

16.3 Invoices and Payment. Unless an Order Form states otherwise, Orbiseed will invoice metered use monthly in arrears, and invoices are due thirty days from the invoice date. Customer will provide complete billing information and any required purchase-order information in a timely manner.

16.4 Taxes. Fees exclude applicable sales, use, value-added, goods and services, harmonized sales, withholding, and similar taxes or duties, except taxes based on Orbiseed’s net income. Customer is responsible for applicable taxes that Orbiseed is legally required to collect, and Orbiseed will identify them on the invoice.

16.5 Billing Disputes. Customer must notify Orbiseed of a good-faith billing dispute within thirty days after the invoice date and provide reasonable detail. The parties will work promptly to resolve the dispute. Customer will pay undisputed amounts when due, and Orbiseed will not suspend the Services for a reasonably disputed amount while the parties are actively resolving it.

16.6 Late Amounts. Undisputed overdue amounts may accrue interest at one percent per month or the maximum lawful rate, whichever is lower, plus reasonable collection costs. Orbiseed will provide at least ten days’ notice before suspending for nonpayment.

16.7 Price Changes. For month-to-month Services, Orbiseed may change prospective pricing on at least thirty days’ notice. For a fixed committed term, pricing will not change during that term unless usage, scope, or an Order Form changes. A price change does not affect charges already incurred.

16.8 No Set-Off. Except as required by law or agreed in writing, Customer will not set off amounts it claims Orbiseed owes against fees due under the Agreement.

17. Pilots, Demonstrations, Evaluations, and Beta Features

17.1 Pilot Term. A pilot or evaluation lasts for the period stated in the applicable Order Form. If no period is stated, it lasts ninety days from activation.

17.2 Customer Documents Permitted. Customer may use its own business documents, including confidential documents, in a pilot or requested demonstration, subject to the Customer Data, confidentiality, privacy, and security provisions of the Agreement. Customer remains responsible for having the rights and authority to provide them.

17.3 Purpose and Reliance. Unless an Order Form expressly permits production use, pilots and evaluations are intended to assess suitability and should not be Customer’s sole basis for operational, purchasing, engineering, or contractual decisions.

17.4 No Automatic Conversion. A pilot or evaluation does not automatically convert to a paid subscription and does not create future payment obligations unless Customer accepts an Order Form or pricing terms that expressly provide for conversion.

17.5 Success Criteria. Pilot success criteria measure the evaluation and are not warranties unless expressly identified as warranties in a signed Order Form.

17.6 Demonstration Files. If Customer provides files solely for a one-time demonstration before an Account is created, Orbiseed will use those files only to conduct the requested demonstration, protect and troubleshoot the demonstration, and comply with law. Orbiseed will delete or return them within thirty days after the demonstration unless Customer requests continued retention or proceeds with a pilot or subscription.

17.7 Beta Features. Features identified as alpha, beta, preview, early access, experimental, or evaluation may be changed or discontinued at any time, may be less secure or reliable than generally available features, and are provided “as is” without warranties or service-level commitments, to the extent permitted by law.

18. Confidentiality

18.1 Confidential Information. “Confidential Information” means non-public business, technical, financial, security, product, or commercial information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or should reasonably be understood as confidential given its nature and the circumstances. Customer Confidential Information includes Customer Data. Orbiseed Confidential Information includes non-public aspects of the Services, security materials, audit reports, product roadmaps, and non-public pricing.

18.2 Exclusions. Confidential Information does not include information that Recipient can demonstrate: (a) is publicly available through no breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without confidentiality duty; or (d) is independently developed without use of the Discloser’s Confidential Information.

18.3 Use and Protection. Recipient will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care and no less care than Recipient uses for its own similar information. Recipient may disclose it only to personnel, Affiliates, professional advisers, insurers, financing sources, and subcontractors who need to know it and are bound by confidentiality obligations.

18.4 Required Disclosure. Recipient may disclose Confidential Information where legally required, provided Recipient gives advance notice where legally permitted, reasonably assists Discloser at Discloser’s expense, and limits disclosure to what is required.

18.5 Duration. These confidentiality obligations continue during the Agreement and for five years afterward, except that obligations for trade secrets continue while the information remains a trade secret and obligations concerning retained Personal Data and Customer Data continue for as long as Recipient retains them.

18.6 Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. Either party may seek injunctive or equitable relief in addition to other remedies.

19. Intellectual Property and Feedback

19.1 Orbiseed Ownership. Orbiseed and its licensors own the Orbiseed Technology, Website, Documentation, and all related intellectual-property rights. No rights are transferred except the limited rights expressly granted in the Agreement.

19.2 Customer Materials. Customer owns Customer Data and Customer trademarks. Customer grants Orbiseed a limited licence to use Customer trademarks only where necessary to provide Customer-configured documents or interfaces and for no other purpose without written consent.

19.3 Feedback. If Customer voluntarily provides suggestions or feedback about the Services, Orbiseed may use it without restriction or payment, provided Orbiseed does not identify Customer or disclose Customer Confidential Information. Feedback does not include Customer Data, Customer-Specific Configurations, or a request for paid custom development.

19.4 Publicity. Orbiseed may not use Customer’s name, logo, trademarks, testimonial, or identity in a customer list, press release, case study, or marketing material without Customer’s prior written consent. Customer may revoke prospective consent on reasonable notice, subject to already printed materials and agreed campaign terms.

20. Support, Maintenance, and Service Changes

20.1 Support. Orbiseed will provide support described in the applicable Order Form or support policy. Unless otherwise stated, support excludes issues caused by Customer systems, unauthorized modifications, unsupported third-party services, or use contrary to Documentation.

20.2 Maintenance. Orbiseed may perform scheduled and emergency maintenance. Where reasonably practicable, Orbiseed will give advance notice of scheduled maintenance expected to materially affect availability.

20.3 Service Changes. Orbiseed may update the Services to improve functionality, security, performance, or legal compliance. During a prepaid fixed term, Orbiseed will not materially reduce the core functionality purchased by Customer without providing a commercially reasonable alternative or allowing Customer to terminate the affected Service and receive a pro-rated refund of unused prepaid fees.

20.4 Discontinued Features. The protection in Section 20.3 does not apply to beta features, free features, third-party features discontinued by their provider, or changes required to address security, legal, or abuse risks, although Orbiseed will use commercially reasonable efforts to minimize disruption.

21. Suspension

21.1 Grounds. Orbiseed may suspend affected access where reasonably necessary to: (a) prevent or address a security threat or material harm to the Services or another customer; (b) stop unlawful use or a material violation of Section 7; (c) comply with law or a binding government order; or (d) address undisputed fees more than ten days overdue after notice.

21.2 Process. Where circumstances permit, Orbiseed will provide notice before suspension, limit the suspension to the affected users, features, or data, and restore access promptly after the issue is resolved.

21.3 Emergency Action. Orbiseed may act without advance notice where delay would reasonably create an immediate security, legal, or operational risk and will notify Customer as soon as reasonably practicable afterward.

22. Warranties

22.1 Mutual Authority. Each party warrants that it has validly entered into the Agreement and has authority to do so.

22.2 Service Warranty. For paid generally available Services, Orbiseed warrants that the Services will perform in all material respects in accordance with the applicable Documentation when used as authorized.

22.3 Professional Services Warranty. Orbiseed warrants that it will perform paid professional services in a professional and workmanlike manner using personnel with appropriate skills.

22.4 Remedy. Customer must notify Orbiseed of a warranty breach with reasonable detail. Orbiseed will use commercially reasonable efforts to correct or reperform the affected Service. If Orbiseed cannot do so within a reasonable period, Customer may terminate the affected Order Form and receive a pro-rated refund of unused prepaid fees. This Section states Customer’s exclusive remedy for breach of the warranties in Sections 22.2 and 22.3.

22.5 Customer Warranty. Customer warrants that Customer Data and Customer’s use of the Services will not violate applicable law or third-party rights.

23. Disclaimers

23.1 General. Except for the express warranties in Section 22 and to the maximum extent permitted by law, the Services, Website, Generated Output, beta features, Third-Party Materials, and all related content are provided “as is” and “as available.” Orbiseed disclaims all implied or statutory warranties and conditions, including merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, durability, and warranties arising from course of dealing or usage of trade.

23.2 No Error-Free Service. Orbiseed does not warrant that the Services will be uninterrupted, error-free, completely secure, or compatible with every document, product, system, or workflow.

23.3 No Accuracy or Outcome Guarantee. Except for an express written commitment in an Order Form, Orbiseed does not guarantee any specific extraction accuracy, match rate, processing time, quote volume, cost saving, revenue increase, product equivalency, or business outcome.

23.4 Third-Party Services. Orbiseed is not responsible for Third-Party Services or for failures caused by internet providers, cloud providers, identity providers, customer systems, or other circumstances outside Orbiseed’s reasonable control.

23.5 Essential Basis. The allocation of risk in Sections 22 through 26 is an essential basis of the parties’ agreement and applies even if a remedy fails of its essential purpose.

24. Indemnification

24.1 Orbiseed IP Indemnity. Orbiseed will defend Customer against a third-party claim that Customer’s authorized use of the paid, generally available Services infringes a valid Canadian or United States patent, copyright, or trademark, or misappropriates a trade secret, and will pay damages and reasonable legal fees finally awarded or agreed in an approved settlement.

24.2 Exclusions. Orbiseed has no obligation to the extent a claim arises from: (a) Customer Data, Customer instructions, Generated Output, or Third-Party Materials; (b) use outside the Agreement or Documentation; (c) modification not made by Orbiseed; (d) combination with items not supplied or required by Orbiseed where the claim would not otherwise arise; (e) continued use after Orbiseed provides a non-infringing replacement or notice to stop; or (f) a beta, free, evaluation, or demonstration Service.

24.3 Remedies for Infringement. If a claim appears likely, Orbiseed may: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace it with materially equivalent non-infringing functionality; or (c) terminate the affected Service and refund unused prepaid fees. This Section states Orbiseed’s entire liability and Customer’s exclusive remedy for third-party intellectual-property claims concerning the Services.

24.4 Customer Indemnity. Customer will defend Orbiseed against a third-party claim arising from: (a) Customer Data or Customer instructions infringing or violating third-party rights; (b) Customer’s products, services, quotes, proposals, or commercial representations made using Generated Output, except to the extent the claim is caused by Orbiseed Technology infringing third-party rights; or (c) Customer’s unlawful use or material breach of Section 7. Customer will pay damages and reasonable legal fees finally awarded or agreed in an approved settlement.

24.5 Procedure. An indemnified party must: (a) promptly notify the indemnifying party, except that delay relieves obligations only to the extent materially prejudicial; (b) give the indemnifying party control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without written consent, not to be unreasonably withheld.

25. Limitation of Liability

25.1 Excluded Damages. To the maximum extent permitted by law, neither party nor its Affiliates, licensors, or suppliers will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profits, revenue, goodwill, anticipated savings, or business opportunity; business interruption; or loss or corruption of data, except for reasonable direct restoration costs to the extent caused by a party’s breach, in each case arising from the Agreement, even if advised that such damages were possible. This exclusion does not prevent recovery of amounts payable to a third party under Section 24, subject to the applicable liability cap.

25.2 General Cap. Except as stated in Sections 25.3 and 25.4, each party’s total aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer under the affected Order Form during the twelve months immediately preceding the event giving rise to the first claim. For free, demonstration, or evaluation Services for which no fees are payable, each party’s aggregate liability will not exceed CAD $1,000.

25.3 Enhanced Cap. Each party’s total aggregate liability for: (a) breach of Section 18 (Confidentiality); (b) breach of its obligations concerning Customer Data, privacy, or security; and (c) obligations under Section 24 (Indemnification), will not exceed two times the amount calculated under Section 25.2. For free, demonstration, or evaluation Services, the enhanced cap is CAD $5,000.

25.4 Uncapped Matters. The exclusions and caps in this Section do not apply to: (a) Customer’s obligation to pay fees and taxes; (b) a party’s fraud, fraudulent misrepresentation, wilful misconduct, or gross negligence; (c) death or bodily injury caused by negligence; or (d) liability that cannot lawfully be excluded or limited.

25.5 Multiple Claims. All claims arising from the same or related facts constitute one claim for purposes of the applicable cap. The caps are cumulative across all legal theories and do not reset for each claim.

26. Term, Renewal, and Termination

26.1 Term of Terms. These Terms begin when Customer accepts them and continue while Customer uses the Website or Services or has an active Order Form.

26.2 Order Term. An Order Form begins and ends as stated in that Order Form. Unless an Order Form expressly states a fixed commitment or renewal term, paid Services are month-to-month.

26.3 Month-to-Month Cancellation. Customer may cancel month-to-month Services at any time. Cancellation is effective at the end of the then-current monthly billing period. Customer remains responsible for Usage Units and other charges incurred before the effective cancellation date, but owes no fee solely for future monthly periods.

26.4 Fixed-Term Renewal. A fixed-term Order Form does not automatically renew unless it expressly states the renewal period and notice requirements. If it includes automatic renewal, Orbiseed will provide any reminder required by applicable law.

26.5 Termination for Cause. Either party may terminate an Order Form or the Agreement for a material breach if the breaching party does not cure the breach within thirty days after written notice. The cure period for undisputed nonpayment is ten days. A party may terminate immediately if the other party becomes insolvent, ceases business without a successor, makes an assignment for creditors, or becomes subject to a bankruptcy or receivership proceeding not dismissed within sixty days.

26.6 Orbiseed Termination for Convenience. Orbiseed may terminate month-to-month or free Services on thirty days’ notice. Orbiseed may terminate a prepaid fixed-term Order Form for convenience only by providing thirty days’ notice and refunding unused prepaid fees for the terminated period.

26.7 Effect. On expiration or termination: (a) Customer’s access ends, except for an agreed export period; (b) accrued payment obligations remain due; (c) each party will stop using the other’s Confidential Information except as permitted for retention and legal compliance; and (d) rights and obligations intended by their nature to survive will survive, including Sections 6, 8, 9, 13, 14, 18, 19, 23, 24, 25, 27, 29, 30, 32, and 33.

27. Data Export, Return, and Deletion

27.1 Export and Deletion During the Term. Customer may export or delete Customer Data using available features. Customer should complete required exports before termination. Deletion from backups follows Section 27.3.

27.2 Post-Term Access. Unless an Order Form or applicable law states otherwise, Orbiseed will make Customer Data reasonably available for export for thirty days after expiration or termination, provided Customer has paid all undisputed amounts. Orbiseed may charge reasonable professional-services fees for a custom export that is not available through standard features.

27.3 Deletion. After the export period, Orbiseed will delete or render inaccessible Customer Data from active production systems in accordance with its then-current retention schedule, unless retention is required by law or requested by Customer in writing. Encrypted backup copies may remain until overwritten through ordinary backup cycles, during which they will remain protected and will not be restored except for disaster recovery or legal necessity.

27.4 Legal Retention. If Orbiseed must retain Customer Data by law, it will isolate the retained data from ordinary use and process it only for the legally required purpose.

27.5 Aggregated Data. De-identified Aggregated Data created in accordance with Section 9 may be retained after termination.

28. Compliance with Laws and Export Controls

28.1 General Compliance. Each party will comply with laws applicable to its performance under the Agreement, including applicable privacy, anti-corruption, sanctions, and export-control laws.

28.2 Export and Sanctions. Customer will not access or use the Services in a prohibited country or territory, for a prohibited end use, or by or for a sanctioned or restricted person, except as authorized by applicable law.

28.3 Government and Regulated Data. Customer will not use the Services for classified, controlled unclassified, defence-controlled, health-regulated, financial-regulated, or other specially regulated data unless the parties have signed an addendum expressly authorizing that use and identifying applicable controls.

29. Dispute Resolution and Governing Law

29.1 Good-Faith Resolution. Before filing a proceeding, a party will give written notice describing the dispute. Senior representatives with settlement authority will attempt in good faith to resolve it within thirty days. This requirement does not prevent either party from seeking urgent injunctive relief or taking action to preserve a limitation period.

29.2 Governing Law. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

29.3 Courts. Subject to Section 29.1, the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, and waive objections based on venue or inconvenient forum.

30. Notices

30.1 Operational Notices. Orbiseed may send operational, billing, security, and service notices to the Account administrator or contact email. Customer may send ordinary operational notices through the support channel identified in the Services or Order Form.

30.2 Legal Notices. Legal notices under Sections 24, 26, or 29 must be in writing. Notices to Customer may be delivered by recognized courier, registered mail, or confirmed email to the legal or billing contact in the applicable Order Form. Notices to Orbiseed must be delivered by confirmed email to:

Orbiseed Technology Inc.
Attention: Legal
Email: privacy@orbiseed.com

30.3 Receipt. Email notice is effective when the sender receives a non-automated confirmation or other reliable evidence of delivery. Courier notice is effective on recorded delivery. Registered mail is effective five business days after mailing, unless returned.

31. Changes to These Terms

31.1 Changes. Orbiseed may update these Terms to reflect changes in law, security, business operations, or the Services.

31.2 Material Changes. Orbiseed will provide at least thirty days’ advance notice of a material change by email, an in-Service notice, or another reasonable method. A material change will apply at the start of Customer’s next monthly billing period or renewal after the notice period, unless earlier application is required by law or necessary to address an urgent security or abuse risk.

31.3 Fixed Terms. A material change will not retroactively alter a prepaid fixed-term Order Form unless required by law or agreed by the parties. If a legally required change materially reduces Customer’s rights, the parties will work in good faith on a reasonable solution.

31.4 Rejection. If Customer does not agree to a prospective change, Customer must stop using the affected Services before the change takes effect and may cancel month-to-month Services under Section 26.3.

32. General

32.1 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign it on notice to an Affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee assumes the Agreement and is not legally prohibited from performing it.

32.2 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, widespread internet or utility failures, government action, epidemics, or failures of critical third-party infrastructure, provided it uses reasonable efforts to mitigate the effect. This Section does not excuse payment obligations for Services already provided.

32.3 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, franchise, employment, or exclusive relationship.

32.4 No Third-Party Beneficiaries. Except for indemnified persons and Orbiseed licensors as expressly provided, the Agreement does not create rights for third parties.

32.5 Waiver. A waiver must be in writing and signed by the waiving party. Delay or failure to enforce a right is not a waiver.

32.6 Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable or severed if modification is not possible, and the remaining provisions remain effective.

32.7 Entire Agreement. The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous proposals, statements, and agreements concerning that subject matter. Purchase-order terms or other Customer boilerplate do not apply unless Orbiseed expressly accepts them in a signed writing.

32.8 Interpretation. Headings are for convenience. “Including” means “including without limitation.” References to writing include electronic form. A party’s approval or consent may not be unreasonably withheld where the Agreement expressly says so.

32.9 Electronic Contracting. The parties consent to electronic communications, electronic records, and electronic signatures. Electronic acceptance and counterparts have the same effect as originals, to the extent permitted by law.

32.10 Language. The English version governs except where applicable law requires otherwise. For a Customer located in Québec, Orbiseed will provide the applicable standard terms in French before acceptance where required by law. Only after receiving the French version may Customer expressly choose to contract in English. / Pour un client situé au Québec, Orbiseed fournira les clauses standard applicables en français avant leur acceptation lorsque la loi l’exige. Ce n’est qu’après avoir reçu la version française que le client peut exprimer sa volonté de contracter en anglais.

33. Contact

Questions about these Terms may be directed to privacy@orbiseed.com. Privacy questions should be directed to privacy@orbiseed.com.