Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your use of getorbiton.app (the "Service"), an AI-assisted investor-relations drafting platform operated by Orbiton, Inc. ("the Company," "we," "us," or "our"), a Colorado corporation headquartered at 555 17th Street, Suite 3200, Denver, CO 80265. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

The Service is intended for use by investor-relations professionals, financial officers, and other authorized representatives at listed mining, energy, and related resource-sector companies. Use of the Service to draft, review, or distribute documents that constitute regulatory filings under SEC, EDGAR, or SEDAR requirements remains the sole responsibility of the subscribing organization.

2. Use of the Service

• You must be at least 18 years old and authorized to act on behalf of your employing organization to use the Service.
• You agree not to use the Service for unlawful purposes, to interfere with its operation, or to attempt to gain unauthorized access to systems, accounts, or data belonging to the Company or other subscribers.
• You may not scrape, reverse-engineer, or copy the Service or its underlying AI models except as permitted by applicable law.
• Outputs generated by the Service are AI-assisted drafts. You and your organization are solely responsible for reviewing, editing, and approving any disclosure before submission to a regulatory body or distribution to shareholders or analysts.

3. Intellectual Property

The Service, including all text, graphics, logos, software, and the Orbiton voice-calibration and draft-generation technology, is owned by the Company or its licensors and is protected by U.S. and international intellectual-property laws. The Company grants you a limited, non-exclusive, non-transferable license to access and use the Service for its intended purpose during the term of your subscription. No title or ownership in the Service or its underlying models is transferred to you.

IR source documents and filing content you upload to the Service remain your intellectual property. You grant the Company a limited license to process that content solely to deliver the contracted drafting and calibration services. The Company does not acquire any rights to your disclosure language or corporate voice beyond what is necessary for service delivery.

4. User Content

You are responsible for all content you submit through the Service, including IR filings uploaded for voice calibration, Q&A entries, and contact form submissions. You represent that you have all necessary rights and authorizations to submit such content. You acknowledge that IR documents may contain material non-public information and you are solely responsible for ensuring that your use of the Service complies with all applicable securities laws, including SEC Regulation FD and any equivalent rules applicable to your exchange or jurisdiction.

5. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT AI-GENERATED DRAFT OUTPUT IS ACCURATE, COMPLETE, OR SUITABLE FOR REGULATORY FILING WITHOUT INDEPENDENT HUMAN REVIEW. YOU ASSUME FULL RESPONSIBILITY FOR ANY DISCLOSURES YOU SUBMIT TO REGULATORY AUTHORITIES OR DISTRIBUTE TO INVESTORS BASED ON SERVICE OUTPUT.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING DAMAGES ARISING FROM RELIANCE ON AI-GENERATED DRAFT OUTPUT. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE THREE MONTHS PRECEDING THE CLAIM, OR USD $100, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages; in those jurisdictions, our liability will be limited to the maximum extent permitted by law.

7. Indemnification

You agree to defend, indemnify, and hold harmless the Company from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) your use of the Service, (b) your violation of these Terms, (c) your violation of any third-party right, or (d) any regulatory action arising from a disclosure you prepared using Service output.

8. Termination

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including violation of these Terms. Upon termination, subscriber IR filing content will be deleted within 90 days as described in our Privacy Policy. Sections that by their nature should survive termination will survive, including Sections 3, 5, 6, 7, 9, and 10.

9. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-law principles.

Informal Resolution. Before filing a claim, you agree to contact the Company at [email protected] and attempt informal resolution for at least 60 days.

Arbitration. Any dispute that cannot be resolved informally will be settled by binding arbitration administered in Colorado, USA under the rules of the American Arbitration Association ("AAA"). Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. You and the Company each waive the right to a jury trial and the right to participate in a class action.

Exception. Either party may seek injunctive relief in a court of competent jurisdiction located in Colorado, USA for intellectual-property infringement or unauthorized access to the Service.

10. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted with a new "Last updated" date. Continued use of the Service after the effective date of the updated Terms constitutes acceptance.

11. Contact

Orbiton, Inc.
555 17th Street, Suite 3200
Denver, CO 80265
United States
Email: [email protected]
Phone: +1 (303) 553-9612