Terms of Service | OrbisSync Group

TERMS AND CONDITIONS

Last Updated: March 21, 2024

Contact Email: contact@orbissyncgroup.com

INTRODUCTION

Welcome to OrbisSync (the “Site”), which includes any subdomains, mobile applications, or other related, linked, or otherwise connected websites, applications, or services (collectively, the “Services”). These Terms and Conditions (the “Agreement” or “Terms”) constitute a legally binding contract between you (“User,” “you,” or “your”) and OrbisSync (“OrbisSync,” “we,” “us,” or “our”).

By accessing or using the Site or Services in any manner, you acknowledge that you have read, understand, and agree to be bound by these Terms, including our Privacy Policy (incorporated herein by reference). If you do not agree, you must immediately discontinue use of the Site and Services.

Please read carefully the following sections, which include, among others:

• Arbitration provisions,

• Limitation of liability,

• Disclaimers of warranties,

• Class action waivers,

• Detailed compliance and data sovereignty obligations,

• Liquidated damages provisions,

• Cookie Policy, and

• Acceptable Use Policy references.

Furthermore, you acknowledge that OrbisSync is not a law firm, and nothing on this Site should be construed as legal advice. The Site is not intended for children under specific age thresholds detailed below.

These Terms incorporate by reference any additional policies, rules, or guidelines posted on the Site, including but not limited to any Terms of Service addenda, Payment Terms, Cookie Policy, Acceptable Use Policy, or other documents relevant to your use of the Site or Services. If there is a conflict between these Terms and any additional posted terms, the specific posted terms for the portion of the Site or Services shall govern with respect to your use of that portion or Service.

1. ACCEPTANCE, ELIGIBILITY & CHANGES

1.1 Acceptance of this Agreement

1. By accessing, browsing, or using the Site and Services, you accept and agree to be bound by these Terms on behalf of yourself, or if applicable, your entity.

2. This Agreement applies whether you are a Visitor (browsing the Site) or a Registered User (creating an account, posting content, or using Services that require registration).

1.2 Eligibility

1. You must be at least 18 years of age (or the age of majority in your jurisdiction, if older) to use our Site or Services. Persons under the age of 18 are not permitted to register or submit personal information unless otherwise stated below.

2. If you are in the European Union (EU) or European Economic Area (EEA), you must be at least 16 years of age (or the age of majority in your member state, if older) to access or use the Site and Services.

3. In jurisdictions where minors 13 years of age or older may use online services with parental consent, you must ensure that your parent or legal guardian agrees to be bound by these Terms if you are between 13 and the age of majority. Children under 13 are strictly prohibited from using our Site or Services.

1.2.1 Detailed Age Verification & Advanced Protocols

• OrbisSync may implement enhanced verification procedures (e.g., “AgeGate 4.0”) to ensure compliance with age requirements. Such protocols may involve biometric checks, credit-bureau confirmations, or additional proof of consent for minors.

• OrbisSync reserves the right to request further documentation or verification to confirm your eligibility and may suspend or terminate accounts that fail to comply.

1.2.2 Entity-Specific Governance (Corporate Users)

If you are using the Services on behalf of a corporation, organization, or other entity:

• You may be required to provide board resolutions, demonstrate officer authority, and/or maintain Directors & Officers (D&O) insurance.

• You may need to file annual Certificates of Incumbency or equivalent documentation to verify authorized signatories and the legal capacity to bind your entity.

• Failure to provide such documentation or adhere to corporate governance requirements may result in suspension or denial of access to the Services.

1.2.3 Breach Consequences, Compliance Audits & Liquidated Damages

• Compliance Audits: OrbisSync reserves the right to conduct audits (subject to reasonable notice) to ensure compliance with these Terms and applicable regulations.

• Monetary Penalties (Liquidated Damages): In cases of material breach—especially where regulatory obligations (e.g., ITAR, OFAC, data protection) are involved—OrbisSync may impose liquidated damages of up to $250,000 or 125% of gross platform fees (whichever is higher), plus costs related to necessary legal or arbitration proceedings.

• Reporting: If a breach implicates export controls, data sovereignty rules, or other legal requirements, OrbisSync may be legally obligated to report the incident to authorities.

1.3 Changes to These Terms

1. We may modify these Terms at our sole discretion by posting updated terms on the Site. Such changes are effective immediately upon posting unless otherwise indicated.

2. You agree to review these Terms periodically. Continued use of the Site or Services after any posted revision indicates your acceptance of the revised Terms.

3. If you do not agree to any update, you must discontinue use of the Site and Services immediately.

1.4 Additional Notice for Material Changes

In addition to posting revised Terms, OrbisSync may (but is not obligated to) provide email notices or in-Service notices for significant modifications. Such changes will not take effect earlier than ten (10) days after being posted unless otherwise required by law or specified in the revised Terms.

1.5 Jurisdictional Compliance and Regulatory Framework

OrbisSync aligns its Services with key international, federal, and state regulations, including but not limited to:

• EU Digital Services Act (DSA)

• California Consumer Privacy Act (CCPA)

• Singapore Electronic Transactions Act (ETA)

• General Data Protection Regulation (GDPR)

• Office of Foreign Assets Control (OFAC) restrictions

using our Services, you represent and warrant that your activities comply with any relevant sector-specific laws (e.g., healthcare, financial, e-commerce) and that you are not located in or interacting from prohibited jurisdictions.

1.6 Geographic Restrictions & Data Sovereignty

• Sanctioned JByurisdictions: Access is prohibited if you or your organization are based in or ordinarily reside in countries or regions subject to comprehensive sanctions (e.g., Crimea, North Korea, Iran, Syria, Cuba).

• Data Localization: OrbisSync may utilize data centers in multiple jurisdictions. Where local regulations require data to remain in specific territories, OrbisSync will comply, but you also bear responsibility to ensure your content does not violate local data sovereignty rules.

2. SERVICES OVERVIEW

OrbisSync (the “Platform”) is an internet-based service that enables creators, rights holders, and other users to:

• Upload or share content;

• Manage rights, releases, or creative works; and

• Connect or transact with third parties for collaborative projects or licensing.

We may introduce new functionalities or discontinue existing Services at any time, with or without notice. Please note:

• No Legal Advice: OrbisSync is not a law firm or attorney and does not offer legal advice. Any samples or templates provided are for informational purposes only.

2.1 Beta Services

From time to time, OrbisSync may invite you to test new or experimental features (“Beta Services”). These are provided on an “as is” basis, may contain bugs or errors, and may be discontinued at any time. OrbisSync disclaims all warranties for Beta Services.

2.2 IP Portfolio Management & Digital Rights Enforcement

OrbisSync may offer specialized tools for:

• AI-powered infringement detection and automated DMCA takedowns;

• NFT licensing via smart contract templates;

• Integration with WIPO or other registries like USPTO Patent Center for IP filings.

While these features aim to help you manage or protect intellectual property, OrbisSync does not guarantee infringement-free usage or universal legal enforceability.

2.3 Third-Party Integrations & Regulatory Infrastructure

In providing the Services, OrbisSync may integrate with third parties such as:

• EUIPO TMview for trademarks;

• Stripe or other payment processors/dispute resolution services;

• AWS GovCloud or specialized environments for high-security or government requirements.

OrbisSync is not liable for downtime, errors, or omissions by these third-party services. Your interactions with external platforms may be governed by additional terms and conditions.

3. ACCOUNT REGISTRATION & COMMUNICATIONS

3.1 Creating an Account

• To access certain Services, you may need to register and create an account. You must provide accurate, complete, and current information.

• You are responsible for maintaining the confidentiality of your account credentials and for any activities that occur under your account.

• OrbisSync may reject, cancel, suspend, or terminate any account at any time, for any or no reason, at its sole discretion.

3.2 Communications

• By creating an account or otherwise providing an email address, you consent to receive electronic communications, including emails, notices posted on the Site, or other messages, related to the Services.

• Such electronic communications satisfy any legal requirement that communications be in writing.

4. USER CONDUCT

4.1 Prohibited Activities

You agree not to:

1. Violate any local, state, national, or international law;

2. Harass, threaten, or harm others;

3. Use automated means to crawl or scrape data without authorization;

4. Impersonate any individual or entity;

5. Post content that infringes third-party rights or is offensive, obscene, or unlawful;

6. Transmit viruses or malicious code;

7. Reverse engineer, modify, or create derivative works of the Site or Services;

8. Use the Services in a manner that could disable, overburden, or impair them.

4.2 Compliance with Law

• You must comply with all applicable laws and regulations (including Section 1.5 on regulatory frameworks).

• Your use of the Services must not violate any agreement you have with third parties.

4.3 Export Control and Sanctions

You acknowledge that certain Services, software, and/or technology provided by OrbisSync may be subject to export control and trade sanctions laws, regulations, and rules, including those of the United States and other jurisdictions (“Export Laws”). You represent and warrant that:

1. You are not located in or a resident of any country, territory, or region that is subject to comprehensive U.S. sanctions or other significant trade restrictions;

2. You will not access or use the Services from any such sanctioned location;

3. You will not violate any Export Laws in your use of the Services; and

4. You will comply with all applicable Export Laws and cooperate with OrbisSync in ensuring compliance.**

4.4 Additional Representations & Warranties

In addition to any other representations and warranties in these Terms, you represent and warrant that:

1. You have the legal right and authority to enter into this Agreement and to perform all of your obligations hereunder;

2. Your use of the Services does not violate any applicable law, regulation, or contractual obligation;

3. You will comply with any and all tax obligations in any relevant jurisdiction arising from your use of the Services;

4. You have obtained all necessary consents, licenses, or permissions required to upload or share any content through the Services;

5. You are not and will not engage in any activity that requires obtaining licenses or registrations under local, federal, or international laws without first acquiring the required licenses or registrations.**

4.5 Cookie Policy & Acceptable Use Policy

• Cookie Policy: OrbisSync uses cookies or similar tracking technologies; by using the Site, you consent to their use unless you opt out as permitted by law. Details can be found in our dedicated Cookie Policy.

• Acceptable Use Policy: Your activities on OrbisSync must also comply with our Acceptable Use Policy, which sets out additional prohibited conduct and content restrictions.

5. USER CONTENT & SUBMISSIONS

5.1 Definitions

• “User Content” includes any text, images, audio, video, or other materials that you post or upload through the Services.

• “Submissions” are suggestions, ideas, or feedback provided to OrbisSync.

5.2 Ownership & License (Expanded IP Framework)

1. Retention of Rights: You retain all intellectual property rights in your User Content.

3. Chain-of-Title & Disclaimers: You represent and warrant that you have verified ownership or have lawful rights to the User Content. OrbisSync’s tools (including blockchain timestamps or WIPO integrations) are provided as-is, and we do not guarantee their legal sufficiency in every jurisdiction.

4. References to DMCA & EU Directives: OrbisSync complies with DMCA safe harbor (17 U.S.C. §512) and, if relevant, with EU Copyright Directive requirements.

5.3 Warranties Relating to User Content

You represent and warrant that:

1. You either own the User Content or have the rights, licenses, consents, and releases to grant the license to OrbisSync;

2. Your User Content does not infringe or violate any third-party rights (including intellectual property, privacy, or publicity rights);

3. Your User Content does not contain viruses or malicious code;

4. You have the written consent from each identifiable person in your User Content, if applicable, to use such person’s name or likeness;

5. Your User Content does not violate any applicable law, is not misleading, and does not promote illegal or harmful activities.

5.4 Non-Confidentiality of Submissions

• Unless otherwise agreed in writing, any Submissions (e.g., ideas, feedback, suggestions) you provide are treated as non-confidential.

• OrbisSync may use Submissions for any purpose (including marketing) without compensation to you.

5.5 Right to Remove Content

• OrbisSync reserves the right to review, monitor, remove, or hide any User Content that violates these Terms or is otherwise objectionable, at its sole discretion, without notice.

### 5.6 Confidential Information

Except for User Content you intentionally make public, neither party shall disclose or use the other party’s confidential or proprietary information without prior written consent. “Confidential Information” includes non-public information disclosed in connection with the Services that is either designated as confidential or that a reasonable person would consider confidential based on the circumstances of disclosure. This obligation does not apply to information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession before receipt from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

6. PAYMENTS & FEES (IF APPLICABLE)

6.1 Payment Terms

• Certain functionalities or Services may be subject to fees or subscription charges. OrbisSync will notify you of any applicable fees prior to charging you.

• All fees are non-refundable unless otherwise required by law or explicitly stated in writing by OrbisSync.

6.2 Authorization

• By submitting payment information, you authorize OrbisSync (or its designated payment processor) to charge all applicable fees.

• You must provide current, complete, and accurate payment information.

6.3 Third-Party Payment Processors

• OrbisSync may use third-party services for payment processing; we do not control these services and are not liable for their actions or omissions.

• You must comply with any terms imposed by such payment processors.

### 6.4 Automatic Renewal and Cancellation

If you purchase a subscription to any of our Services, your subscription may automatically renew at the end of the applicable subscription term for a renewal term of the same length, unless you cancel before the end of the then-current term. You authorize OrbisSync (or its third-party payment processor) to charge your payment method on file for the renewal subscription fee. You can cancel automatic renewal at any time by visiting your account settings or contacting us at info@orbissync.org. Cancellations will take effect at the end of the current billing cycle.

### 6.5 Tax Obligations

You are responsible for determining any and all taxes and duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the Services (“Taxes”). OrbisSync is not responsible for collecting, reporting, or remitting any Taxes arising from any transaction unless explicitly stated otherwise. You agree to comply with any and all applicable tax laws in connection with your use of the Services.

7. PRIVACY POLICY

Please review our Privacy Policy, which is incorporated by reference. By using our Services, you consent to the collection, use, and sharing of personal data in accordance with that policy. OrbisSync also complies with relevant data protection laws, including GDPR and CCPA (see Section 1.5 for more details).

8. PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY

8.1 OrbisSync Ownership

• All intellectual property and proprietary rights in and to the Site, Services, and related materials (including trademarks, logos, content, software, and code) are owned or licensed by OrbisSync.

• This Agreement does not transfer any intellectual property rights to you.

8.2 Limited License to You

• OrbisSync grants you a limited, revocable, non-transferable, non-exclusive license to access and use the Site and Services for personal, non-commercial purposes (or internal business purposes, where applicable), subject to these Terms.

• You must not copy, modify, distribute, create derivative works, publicly display, publicly perform, republish, or transmit any of OrbisSync’s content, marks, or technology except as allowed by OrbisSync or applicable law.

8.3 Use of Marks

• You shall not use OrbisSync’s trademarks, service marks, brand names, trade names, or logos without our prior written permission.

9. THIRD-PARTY LINKS, PARTNER INTEGRATIONS & ADVERTISING

1. The Site may link to or integrate with third-party websites and services.

2. OrbisSync does not endorse and is not responsible for third-party content or services.

3. Any third-party usage is subject to separate terms and conditions.

10. COPYRIGHT POLICY & DMCA NOTICE

OrbisSync respects the intellectual property of others and asks its Users to do the same. We may remove content that appears to infringe intellectual property rights.

10.1 DMCA Notices (U.S. Law)

If you believe material on our Site infringes your copyright, please send a written notice that includes the following:

1. Physical or electronic signature of the person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work claimed to be infringed;

3. Identification of the infringing material and information to help us locate it on the Site;

4. Your contact information (address, telephone number, email);

5. A statement that you have a good faith belief that the use of the material is not authorized;

6. A statement that the information you have provided is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on their behalf.

Please send DMCA notices to:

Email: legel@orbissync.org

Subject Line: DMCA Notice – OrbisSync

10.2 Counter-Notice

• If your content is removed due to a DMCA takedown, you may respond with a Counter-Notice if you believe the removal was erroneous or mistaken.

• Your Counter-Notice must follow the requirements of 17 U.S.C. § 512(g) (or the applicable jurisdiction’s law).

10.3 Repeat Infringers

OrbisSync may, in its sole discretion, terminate or suspend the accounts of repeat infringers.

11. MONITORING & MODIFICATIONS

OrbisSync may monitor Site usage for compliance but is not obligated to do so. We may modify, suspend, or discontinue any part of the Site or Services at any time.

12. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

2. ORBISSYNC DOES NOT WARRANT THAT:

• THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS;

• ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, OR COMPLETE;

• ANY DEFECTS OR ERRORS WILL BE CORRECTED.

3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORBISSYNC OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

4. ORBISSYNC DOES NOT GUARANTEE THAT ANY USER OR CONTENT WILL BE TRUTHFUL, ACCURATE, OR SAFE. YOU AGREE TO EXERCISE CAUTION IN ALL INTERACTIONS WITH OTHER USERS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

### 12.5 No Professional Advice

The information and materials provided on or through the Services are for general informational purposes only and are not intended to be legal, financial, accounting, or any other professional advice. You should consult appropriate professionals for advice on matters requiring professional assistance. OrbisSync disclaims all liability arising from any reliance placed on such information by you or any other visitor to the Site or Services.

13. LIMITATION OF LIABILITY

(To the fullest extent permitted by law, OrbisSync is not liable for indirect, special, or consequential damages. The aggregate liability is capped at $100 or the total amount paid in the preceding six months, whichever is greater.)

14. INDEMNIFICATION

You agree to indemnify OrbisSync for any claims or losses arising from your breach of these Terms or your violation of any rights or laws.

15. TERM, TERMINATION & SUSPENSION

OrbisSync may terminate or suspend your account at any time for violation of these Terms or for other reasons. You may also request account closure. Upon termination, your rights to use the Services immediately cease.

16. DISPUTE RESOLUTION & ARBITRATION

1. Arbitration Agreement: You and OrbisSync agree that disputes shall be resolved by binding arbitration rather than in court, except for matters qualifying for small claims court.

2. Arbitration Rules: The arbitration will be administered by a recognized provider (e.g., AAA) following their commercial or consumer rules.

3. Class Action & Jury Waiver: All disputes must be brought on an individual basis; no class or collective actions.

16.7 Multi-Venue Arbitration Options

• Depending on your location, OrbisSync may designate arbitration venues such as Singapore (APAC) or Zürich (EMEA). For North American users, arbitration may occur in the U.S.

• The arbitrator’s decision is final and binding, and judgment may be entered in any court of competent jurisdiction.

16.8 Pre-Arbitral Referee & Escrow Deposits

• Pre-Arbitral Referee: For certain disputes (particularly involving IP or urgent injunctive relief), OrbisSync may utilize a pre-arbitral referee process to expedite decisions.

• Escrow for Appeals: If an appeal is allowed by law, the appealing party may need to deposit a portion of the disputed amount into escrow to discourage frivolous challenges.

17. CALIFORNIA USERS AND RESIDENTS

If you are a California resident and not fully satisfied with our resolution of any complaint, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

18. ELECTRONIC COMMUNICATIONS, TRANSACTIONS & SIGNATURES

By visiting the Site or sending us emails, you consent to receive electronic communications. You agree that all agreements, notices, and disclosures we provide electronically satisfy any legal requirements that such communications be in writing.

19. DATA MANAGEMENT & USER DATA

You acknowledge that OrbisSync may maintain data you transmit for Site performance and user interactions. You are solely responsible for backing up your data. See Section 1.6 regarding data sovereignty and cross-border rules.

20. CORRECTIONS & AVAILABILITY

We reserve the right to correct errors and modify availability or content at any time without notice.

21. MISCELLANEOUS

21.1 Entire Agreement

These Terms (including referenced policies) constitute the entire agreement between you and OrbisSync.

21.2 Governing Law

Except where otherwise required by law, this Agreement is governed by the laws of the State of New York (or other designated jurisdiction in the dispute resolution section) without regard to conflict-of-law principles.

21.3 Assignment

You may not assign or transfer your rights under these Terms without OrbisSync’s prior written consent. We may assign or transfer our rights freely.

21.4 Relationship of the Parties

No agency, partnership, or joint venture is created by these Terms.

21.5 Severability

If any provision is found unenforceable, the remaining provisions remain in full force.

21.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

21.7 Headings

Section headings are for reference only and do not affect interpretation.

21.8 Force Majeure (Expanded)

OrbisSync is not liable for delays or failures resulting from events beyond our reasonable control, including acts of God, embargoes, regulatory changes, network infrastructure failures, war, terrorism, riots, strikes, shortages of labor or materials, or other unforeseeable circumstances.

21.9 Languages

In the event of a conflict between the English version of these Terms and any translation, the English version governs.

21.10 Local Consumer Rights

Nothing in these Terms is intended to limit any non-waivable consumer rights under applicable law.

21.11 Additional EU/EEA-Specific Disclosures

If you are a consumer residing in the EU or EEA, you may be entitled to use the European Commission’s Online Dispute Resolution platform. OrbisSync may or may not participate in this process at its discretion.

22. CONTACT US

If you have any questions or concerns about these Terms, or if you wish to provide feedback or request clarifications, please contact:

OrbisSync

www.orbissyncgroup.com

Email: legel@orbissync.org

22.1 Legal Notices and Service of Process

OrbisSync accepts legal notices and service of process at the following Email: legel@orbissync.org

ORBISSYNC GROUP LLC 2701 Centerville Rd Wilmington, New Castle County Delaware, 19808 United States

Attn: Legal Department

Any notices provided without compliance with this Section shall have no legal effect.

ACKNOWLEDGMENT

By accessing or using the OrbisSync Site or Services, you acknowledge that you have read, understood, and agree to these Terms and Conditions, including our Privacy Policy, Cookie Policy, and Acceptable Use Policy. You further agree to be bound by all such terms and accept any updates or modifications to these Terms as described herein.

Thank you for using OrbisSync!