Terms & Conditions

1. Definitions

• “Background IP” means all intellectual property, know-how, methods, frameworks, prompt libraries, agent architectures, templates, tools, software, and AI models owned or licensed by OrbitumAI that exist independently of, or are developed outside, a specific engagement — including any general improvements to the foregoing.
• “Deliverables” means the specific work product OrbitumAI agrees to create and deliver to the Client under a Statement of Work.
• “Custom Outputs” means the client-specific configurations, fine-tuned prompts, workflows, and generated outputs produced expressly for the Client as part of the Deliverables, excluding Background IP.
• “Statement of Work” or “SOW” means a written proposal, order form, or scope document describing the Services, fees, and timeline for a particular engagement.
• “Third-Party AI Services” means AI models, APIs, and platforms operated by third parties (for example, OpenAI, Anthropic, Google, Microsoft, or Amazon Web Services) used in performing the Services.

2. The Services and Statements of Work

OrbitumAI will provide the Services described in one or more SOWs. Each SOW is incorporated into and governed by this Agreement. If there is a conflict between this Agreement and an SOW, this Agreement controls except where the SOW expressly states that it overrides a specific section. Changes to scope must be agreed in writing (including email) through a change order or revised SOW.

3. Delivery model, partners, and subprocessors

3.1 Our delivery model

OrbitumAI is a United States–based firm (McKinney, Texas). Each engagement is led, owned, and managed by OrbitumAI. Build, engineering, and support work is performed by OrbitumAI together with its authorized delivery partners. OrbitumAI’s current primary engineering and delivery partner is Tailored AI (Entropy AI Private Limited), an India-based engineering team engaged under written confidentiality and data-protection terms no less protective than those in this Agreement. The Client’s contractual relationship is solely with OrbitumAI, which remains fully responsible for the Services regardless of which partner performs them.

3.2 Authorized Subprocessors

OrbitumAI may engage qualified affiliates, delivery partners, subcontractors, and subprocessors (each an “Authorized Subprocessor,” including the partner named above) to help perform the Services. OrbitumAI remains responsible to the Client for the performance of any Authorized Subprocessor and will require each to be bound by confidentiality and data-protection obligations no less protective than those in this Agreement. A current list of Authorized Subprocessors that process Client data is maintained in, and governed by, our Privacy & Data Handling Policy, and may be updated from time to time as our delivery network evolves. Where the Client requires data to remain within a specific jurisdiction, OrbitumAI can, on request, provision production workloads within the Client’s own cloud accounts or region, as agreed in the applicable Statement of Work.

4. Client responsibilities

The Client will provide timely access to the information, systems, personnel, and approvals reasonably needed to perform the Services. The Client is responsible for: (a) the accuracy and lawfulness of the data and materials it provides; (b) obtaining all rights and consents necessary for OrbitumAI to process that data; (c) maintaining human oversight of AI-generated outputs as described in Section 10 and in our AI Safety & Governance Policy; and (d) complying with our Acceptable Use Policy.

5. Fees and payment

The Client will pay the fees stated in each SOW. Unless otherwise specified: invoices are due within fifteen (15) days of the invoice date; fees are exclusive of taxes, which are the Client’s responsibility (other than taxes on OrbitumAI’s net income); and undisputed past-due amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. OrbitumAI may suspend Services for material non-payment after providing written notice and a reasonable opportunity to cure. Fees already paid are non-refundable except as expressly stated in an SOW.

6. Compute and third-party API costs

Unless an SOW states otherwise, the Client is responsible for the costs of Third-Party AI Services consumed in connection with the Services and the resulting Deliverables — including API usage, tokens, inference, hosting, and cloud-infrastructure charges (for example, amounts billed by OpenAI, Anthropic, Google Cloud, Microsoft Azure, or Amazon Web Services).

Where practical, OrbitumAI will recommend that production workloads run under the Client’s own vendor accounts so the Client retains direct control of, and visibility into, these usage-based costs. OrbitumAI is not liable for third-party price changes or usage overages arising from the Client’s configuration or volume.

7. Intellectual property

7.1 Background IP remains OrbitumAI’s

OrbitumAI exclusively owns and retains all right, title, and interest in its Background IP, including the underlying and pre-existing AI models, prompt engineering frameworks, agent architectures, methodologies, and reusable components. Nothing in this Agreement transfers ownership of Background IP to the Client. Any improvements, enhancements, or generalizations OrbitumAI makes to its Background IP remain OrbitumAI’s property.

7.2 Custom Outputs transfer on full payment

Upon OrbitumAI’s receipt of full payment for the applicable Deliverables, OrbitumAI assigns to the Client all right, title, and interest OrbitumAI holds in the Custom Outputs created specifically for the Client under the relevant SOW. Before full payment is received, all Deliverables and Custom Outputs remain the property of OrbitumAI, and any access granted is a limited, revocable license for evaluation only.

7.3 License to embedded Background IP

To the extent any Deliverable or Custom Output incorporates OrbitumAI Background IP, OrbitumAI grants the Client, upon full payment, a non-exclusive, worldwide, royalty-free, perpetual license to use that Background IP solely as embedded in and as reasonably necessary to use the Deliverables for the Client’s internal business purposes. This license does not permit the Client to extract, isolate, resell, or sublicense the Background IP on a standalone basis.

7.4 Third-party and open-source components

Deliverables may include third-party or open-source components licensed under their own terms, and outputs of Third-Party AI Services are subject to the providers’ terms. The Client’s use of such components and outputs is governed by those respective terms.

7.5 Feedback and anonymized learnings

OrbitumAI may use general knowledge, skills, techniques, and anonymized, non-identifying learnings gained during the engagement to improve its Services, provided it does not disclose the Client’s Confidential Information.

8. Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information only to perform under this Agreement and will protect it with at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, giving prompt notice where legally permitted.

9. Data protection

Each party will comply with applicable data-protection laws. OrbitumAI’s handling of personal and Client data — including its commitment not to use Client proprietary data to train public or foundational third-party AI models, and its data-retention and deletion timelines — is described in our Privacy & Data Handling Policy, which is incorporated by reference. The Client must not upload protected health information (PHI), sensitive personal data, or other restricted content into unvetted tools except as expressly permitted under an SOW and our AI Safety & Governance Policy.

10. Warranties and disclaimers

OrbitumAI warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Except for that limited warranty, the Services, Deliverables, Custom Outputs, and all AI-generated content are provided “AS IS” and “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORBITUMAI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ORBITUMAI DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, UNINTERRUPTED, PROFITABLE, OR FIT FOR ANY PARTICULAR DECISION OR OUTCOME. ARTIFICIAL INTELLIGENCE SYSTEMS CAN PRODUCE INCORRECT, BIASED, OR “HALLUCINATED” RESULTS.

The Client is solely responsible for reviewing, validating, and approving all AI-generated outputs through a human-in-the-loop process before relying on them, deploying them, or making them public. OrbitumAI does not provide legal, financial, medical, or other professional advice, and its outputs are not a substitute for such advice.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ORBITUMAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ORBITUMAI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO ORBITUMAI FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations reflect the allocation of risk between the parties and are a fundamental basis of the bargain. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to the extent prohibited by law.

12. Indemnification

The Client will defend, indemnify, and hold harmless OrbitumAI and its personnel and Authorized Subprocessors from and against any third-party claims, damages, and reasonable expenses arising from: (a) the Client’s data, materials, or instructions; (b) the Client’s use or deployment of the Deliverables or AI-generated outputs, including any failure to maintain human oversight; or (c) the Client’s breach of this Agreement, the Acceptable Use Policy, or applicable law. Each party’s indemnity obligations are conditioned on prompt notice and reasonable cooperation.

13. Term and termination

This Agreement begins on the Effective date and continues until terminated. Either party may terminate an SOW or this Agreement for convenience on thirty (30) days’ written notice, or immediately if the other party materially breaches and fails to cure within fifteen (15) days of written notice. On termination, the Client will pay for Services performed and non-cancelable costs incurred through the termination date. Sections concerning IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination.

14. Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, labor disputes, internet or utility failures, or the failure, suspension, or material change of Third-Party AI Services.

15. Governing law and dispute resolution

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute informally. Any dispute that cannot be resolved will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Collin County, Texas, and each party consents to that jurisdiction. Each party waives any right to a jury trial to the extent permitted by law.

16. General provisions

Entire agreement. This Agreement, together with any SOWs and the policies incorporated by reference, is the entire agreement between the parties and supersedes all prior discussions. Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets. Independent contractor. The parties are independent contractors; nothing creates a partnership, agency, or employment relationship. Severability. If any provision is held unenforceable, the rest remains in effect. Waiver. A failure to enforce a provision is not a waiver. Notices. Legal notices must be in writing and sent to the contacts below or as stated in an SOW. Non-solicitation. During the engagement and for twelve (12) months after, neither party will knowingly solicit for employment the other party’s personnel directly involved in the Services, except through general public advertising.

17. Contact

Questions about these Terms may be directed to legal@orbitumai.com.