Terms of Service

1. Definitions

• "Orbis", "we", "us", "our" refers to CX Orbis, the operator of the Orbis platform.
• "Platform" refers to the Orbis software-as-a-service application, including all features, APIs, integrations, and related services.
• "Customer", "you", "your" refers to the organization or individual that registers for and uses the Platform.
• "Tenant" refers to each Customer's isolated workspace within the Platform.
• "Authorized Users" refers to individuals the Customer permits to access the Platform under their account (agents, administrators).
• "End Users" refers to the Customer's own customers or contacts who interact with the Customer through the Platform (e.g., WhatsApp contacts, website visitors).
• "Customer Data" refers to all data submitted, uploaded, or processed through the Platform by the Customer or their End Users, including messages, contacts, files, and configurations.
• "Third-Party Channels" refers to external messaging platforms integrated with Orbis, including but not limited to WhatsApp, Instagram, Email, and TikTok.

2. Acceptance of Terms

By creating an account, accessing, or using the Orbis Platform, you agree to be bound by these Terms of Service. If you are accepting these terms on behalf of an organization, you represent that you have the authority to bind that organization.

If you do not agree to these terms, you must not use the Platform.

We may update these terms from time to time. We will notify you of material changes at least 30 days in advance via email or in-platform notification. Continued use of the Platform after the effective date of changes constitutes acceptance.

3. The Orbis Platform

Orbis is a multi-tenant, AI-powered customer communication platform that enables businesses to manage conversations across multiple channels from a unified inbox. The Platform includes:

• Omnichannel inbox (WhatsApp, Instagram, Email, and more)
• AI-powered assistant and conversation tools
• Workflow automation builder
• Contact management (CRM)
• Campaign and broadcast messaging
• Analytics and reporting
• Team collaboration tools
• API access for custom integrations

We reserve the right to modify, update, or discontinue features of the Platform with reasonable notice. We will not remove core functionality that would materially diminish the value of your active subscription without offering alternatives or appropriate remedies.

4. Account Registration & Access

4.1 Eligibility

The Platform is intended for business use only. You must be at least 18 years of age and have the legal capacity to enter into these terms. By registering, you confirm that the information you provide is accurate and complete.

4.2 Account Security

• You are responsible for maintaining the confidentiality of your account credentials.
• You must not share login credentials between multiple individuals. Each Authorized User must have their own account.
• You must enable two-factor authentication (2FA) when required by your plan.
• You must notify us immediately of any unauthorized access to your account at admin@cxorbis.com.

4.3 Account Limits

Each subscription plan includes specific limits on Authorized Users, contacts, conversations, and features. If your usage exceeds your plan's limits, we will notify you and may require you to upgrade to an appropriate plan. We will not automatically charge you for overages without prior notification.

5. Subscription, Fees & Payment

5.1 Subscription Plans

The Platform is offered on a subscription basis. Current plans, pricing, and included features are available on our Pricing page. We reserve the right to modify pricing with at least 30 days' notice before your next billing cycle.

5.2 Billing

• Subscriptions are billed monthly or annually in advance, depending on your chosen plan.
• All fees are quoted in US Dollars (USD) unless otherwise stated.
• Applicable taxes (including VAT) will be added to your subscription fees where required by law.
• Payment is due on the billing date. Late payments may incur interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.

5.3 Third-Party Fees

5.4 Refunds

Monthly subscriptions are non-refundable. Annual subscriptions may be eligible for a pro-rata refund if cancelled within the first 14 days, provided the Platform has not been used to send more than 100 messages. After this period, annual subscriptions are non-refundable.

6. Free Trials & Beta Features

6.1 Free Trials

We may offer free trial periods. During a trial, you have access to selected Platform features. At the end of the trial period, your account will be downgraded unless you subscribe to a paid plan. We will not charge you automatically at the end of a trial without your explicit consent.

6.2 Beta Features

We may make beta or early-access features available to you. Beta features are provided "as is" without any warranty, service level commitment, or support obligation. We may modify or discontinue beta features at any time without notice. You should not rely on beta features for critical business operations.

7. WhatsApp & Third-Party Messaging Channels

7.1 WhatsApp Compliance

When using WhatsApp through Orbis, you must comply with:

• WhatsApp Business Policy — including messaging guidelines, prohibited content, and quality requirements
• WhatsApp Commerce Policy — for product catalogs and shopping features
• WhatsApp Business Terms of Service — governing use of the Business Platform
• Meta Platform Terms — governing use of Meta's developer platform

7.2 Opt-In Requirements

You must obtain explicit opt-in consent from your End Users before sending them WhatsApp messages through the Platform. This includes:

• Clearly informing End Users that they will receive messages via WhatsApp
• Obtaining consent through a clear affirmative action (not pre-checked boxes)
• Maintaining records of opt-in consent
• Providing a clear opt-out mechanism

7.3 Message Templates

You are solely responsible for the content of your WhatsApp message templates. Template approval or rejection is determined by Meta, and Orbis has no control over Meta's review process. We are not liable for rejected templates or quality rating degradation resulting from your messaging practices.

7.4 Account Restrictions

If your WhatsApp usage violates Meta's policies and poses a risk to Orbis's status as a business service provider, we reserve the right to:

• Temporarily suspend your WhatsApp channel access
• Require you to remediate policy violations
• Terminate your WhatsApp channel access if violations are not resolved

7.5 WhatsApp Business Account Ownership

Your WhatsApp Business Account (WABA) is owned by you, not by Orbis. If you terminate your Orbis subscription, you retain ownership of your WABA and may transfer it to another provider.

7.6 Other Channels

Similar obligations apply when using other Third-Party Channels (Instagram, Email, TikTok, etc.). You must comply with the respective platform's terms of service, acceptable use policies, and applicable regulations (e.g., CAN-SPAM, GDPR for email marketing).

8. AI Features & Automated Responses

8.1 AI-Generated Content

Orbis provides AI-powered features including automated responses, conversation summaries, auto-translation, auto-labeling, and smart interactive messages. These features use machine learning models to generate outputs.

8.2 Prohibited AI Uses

You must not use the AI features of the Platform to:

• Make consequential decisions affecting individuals (employment, credit, housing, legal, medical)
• Generate content that violates applicable laws or regulations
• Misrepresent AI-generated content as human-authored where disclosure is legally required
• Build competing products or services using AI outputs
• Reverse-engineer, extract, or replicate the AI models used by the Platform

8.3 AI Data Usage

AI features process your Customer Data solely within your Tenant workspace to provide the requested functionality. We do not use your data to train AI models. There is no cross-tenant data sharing for AI processing. See our Privacy Policy for details.

8.4 AI Updates

We may update the AI models used by the Platform to improve performance. Such updates may change output characteristics. We will notify you of significant AI model changes that may materially affect your workflows.

9. Customer Data & Data Processing

9.1 Data Ownership

You retain all ownership rights in your Customer Data. We do not claim ownership of any data you submit to the Platform. By using the Platform, you grant us a limited, non-exclusive license to process your Customer Data solely to provide and improve the Platform services.

9.2 Data Processing

When you use Orbis to process personal data of your End Users:

• You are the data controller and Orbis is the data processor
• You are responsible for ensuring a valid legal basis for processing (consent, legitimate interest, etc.)
• You must comply with all applicable data protection laws in your jurisdiction
• We process Customer Data in accordance with our Privacy Policy

9.3 Multi-Tenant Isolation

Each Customer's data is logically isolated within the Platform. Authorized Users of one Tenant cannot access data belonging to another Tenant. All API calls, queries, and operations are scoped to your organization.

9.4 Aggregated Data

We may collect and use anonymized, aggregated data derived from Platform usage (e.g., aggregate message volumes, feature adoption rates) that cannot identify you or your End Users. This data is used to improve and develop the Platform.

10. Acceptable Use

You agree not to use the Platform to:

• Send spam, unsolicited bulk messages, or messages without proper opt-in consent
• Distribute malware, phishing content, or fraudulent material
• Harass, abuse, threaten, or violate the rights of any person
• Violate any applicable law, regulation, or third-party rights
• Attempt to gain unauthorized access to the Platform, other accounts, or related systems
• Interfere with or disrupt the Platform's infrastructure or performance
• Scrape, crawl, or extract data from the Platform through automated means (except via our APIs)
• Resell, sublicense, or provide the Platform as a service to third parties without our written permission
• Use the Platform for any illegal, harmful, or discriminatory purpose
• Circumvent usage limits, rate limits, or security controls

We reserve the right to suspend or terminate accounts that violate this acceptable use policy, with notice where practicable.

11. Intellectual Property

11.1 Platform Ownership

The Platform, including its design, code, features, documentation, trademarks, and all related intellectual property, is owned by Orbis and protected by applicable intellectual property laws. Nothing in these terms grants you any rights to our intellectual property beyond the limited license to use the Platform as described herein.

11.2 License Grant

Subject to these terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during your subscription period.

11.3 Feedback

If you provide suggestions, feature requests, or other feedback about the Platform, you grant us a non-exclusive, royalty-free, perpetual license to use and incorporate such feedback into the Platform without obligation to you.

12. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential. This includes your Customer Data, our proprietary technology, and any business information exchanged.

Confidential information may be disclosed if required by law, provided that the disclosing party gives reasonable prior notice where permitted.

13. Warranties & Disclaimers

13.1 Our Warranties

We warrant that:

• The Platform will perform materially in accordance with its documentation
• We will use commercially reasonable efforts to maintain Platform availability
• We will implement industry-standard security measures to protect your Customer Data

13.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Platform will be uninterrupted, error-free, or completely secure
• Third-Party Channels will remain available, unchanged, or compatible
• AI-generated content will be accurate, appropriate, or fit for any particular purpose
• The Platform will meet all of your specific requirements

14. Service Availability

We aim to maintain high availability for the Platform. However, the Platform may be temporarily unavailable due to:

• Scheduled maintenance — we will provide at least 24 hours' notice via email or in-platform notification
• Emergency maintenance — required to address security vulnerabilities or critical issues
• Third-party outages — including cloud infrastructure providers (GCP) or messaging channel APIs (Meta, Google, etc.)
• Force majeure events — circumstances beyond our reasonable control

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

15.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO ORBIS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions

The limitations in this section do not apply to:

• Your payment obligations under these terms
• Either party's indemnification obligations
• Liability arising from willful misconduct or gross negligence
• Breach of confidentiality obligations

16. Indemnification

16.1 Your Indemnification

You agree to indemnify and hold Orbis harmless from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your violation of these terms or applicable law
• Your End Users' interactions through the Platform
• Your messaging content, including WhatsApp template messages and campaigns
• Your failure to obtain proper opt-in consent from End Users
• Unauthorized access resulting from your failure to secure account credentials

16.2 Our Indemnification

We will indemnify you from third-party claims alleging that the Platform infringes a valid intellectual property right, provided that:

• You promptly notify us of the claim
• You grant us sole control of the defense and settlement
• You provide reasonable cooperation at our expense

17. Term & Termination

17.1 Term

These terms are effective from the date you create your account and continue for the duration of your subscription. Subscriptions automatically renew at the end of each billing period unless cancelled.

17.2 Cancellation by You

• Monthly plans: You may cancel at any time. Cancellation takes effect at the end of the current billing period.
• Annual plans: You may cancel with 30 days' notice before the next renewal date.

17.3 Termination by Us

We may suspend or terminate your account if:

• You breach these terms and fail to cure within 15 days of written notice
• You violate the Acceptable Use policy (immediate suspension permitted)
• Your usage poses a risk to our WhatsApp Business Service Provider status or third-party relationships
• You fail to pay fees after 30 days past due
• Required by law or regulatory order

17.4 Effect of Termination

Upon termination:

• Your access to the Platform will be disabled
• You may request an export of your Customer Data within 30 days of termination
• After the 30-day export period, we will delete your Customer Data within 60 days using documented destruction procedures
• Your WhatsApp Business Account remains your property and can be transferred to another provider
• Sections that by their nature should survive termination will survive (including Confidentiality, Limitation of Liability, Indemnification, and Governing Law)

18. Governing Law & Dispute Resolution

18.1 Governing Law

These terms are governed by and construed in accordance with the laws applicable in the jurisdiction where your organization is registered, without regard to conflict of law principles.

18.2 Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation for a period of 30 days. If the dispute cannot be resolved through negotiation, either party may pursue resolution through the competent courts or arbitration body in the applicable jurisdiction.

18.3 Contact for Disputes

All notices related to disputes should be sent to admin@cxorbis.com.

19. General Provisions

19.1 Entire Agreement

These terms, together with our Privacy Policy and any applicable order forms or addenda, constitute the entire agreement between you and Orbis regarding the Platform.

19.2 Severability

If any provision of these terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

19.3 No Waiver

Our failure to enforce any right or provision of these terms does not constitute a waiver of that right or provision.

19.4 Assignment

You may not assign or transfer your rights under these terms without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

19.5 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or third-party service outages.

19.6 Notices

We will send notices to the email address associated with your account. You are responsible for keeping your contact information current. Notices are deemed received when sent to the registered email address.

20. Contact Us

If you have questions about these Terms of Service, contact us:

• Email: admin@cxorbis.com
• Website: cxorbis.com