These Terms of Service ("Terms") are a binding legal agreement between you ("Customer," "you," or "your") and Orbitr LLC ("Company," "we," "our," or "us"). By using our website and services, you agree to be bound by these Terms. If you do not agree, do not use our services.
1. Eligibility & Account Responsibility
You must be at least 18 years old and capable of entering into a legally binding agreement. If you are using our services on behalf of an organization, you represent and warrant that you have authority to bind them.
You are responsible for maintaining the security of your account credentials and all activities that occur under your account. Notify us immediately if you suspect unauthorized use.
2. Services Provided
We provide access to a web-based platform that uses artificial intelligence and related technologies to assist with marketing workflows such as SEO, paid ads, website updates, email, and social media.
We may offer optional beta features. These are provided "as is" with no guarantee of stability or accuracy. We reserve the right to modify, suspend, or discontinue services at any time, without liability to you.
We provide a full-service, AI-powered digital marketing platform designed to help businesses grow across search, social, and paid channels. Results vary and are not guaranteed.
2.1 AI-Powered SEO Services
- Automated keyword research and clustering based on industry and competitive signals
- On-page SEO updates
- Technical SEO audits, monitoring, and fixes
- Local SEO optimization
- Automated backlink outreach and tracking
- Competitor SEO analysis and benchmarking
- Blog content creation
- Programmatic SEO
- SEO strategy work
- Conversion optimization
- LLM placement optimization
2.2 Paid Advertising Management
- Strategic direction, campaign management, and performance optimization
- Campaign creation and budget allocation across major ad platforms
- Ad copy and creative variants for testing
- Audience segmentation and targeting
- Cross-platform budget management and attribution analysis
2.3 Website Development Services
- Project planning and UX/UI design
- Web development and site deployment
- Hosting services
- Content creation (copywriting and image generation)
- Search and conversion optimization
- Testing and quality assurance
- Ongoing site maintenance
2.3.1 Website Buyout Fee. The Website Buyout Fee is a one-time fee required to transfer ownership of the Company-created website assets under Section 4.6.
3. Data Ownership and Usage
You retain ownership of all data you upload and all content generated through your authorized use of the services ("User Data"). We do not claim ownership of your data but require a license to use it solely to provide and improve the service. We retain ownership of all intellectual property related to the platform, models, and underlying systems.
For Website Management Services, we retain ownership of all underlying code, architecture, and proprietary design/theme elements created and provided by us. Such Company-created IP is licensed to the Customer until the payment of the Website Buyout Fee (Sec. 4.6) or license revocation.
This clause expressly excludes any pre-existing Customer IP or third-party licenses/themes utilized during the service term.
4. Subscription, Billing & Cancellation
4.1 General Billing Terms
- All fees are listed in U.S. dollars unless otherwise stated.
- You authorize us to charge your selected payment method for recurring charges, renewals, and outstanding balances.
- Canceling your payment method does not cancel your financial obligation.
- We may suspend or downgrade access for failed or overdue payments.
- Refunds and credits are governed by Section 4.4.
4.2 Monthly Subscriptions
- By selecting a Monthly Subscription, you agree to a month-to-month commitment.
- Monthly subscriptions auto-renew unless canceled with at least 30 days' prior written notice.
- If your payment method is declined, revoked, or otherwise canceled, you remain fully liable for all unpaid months.
- Invoices may be issued for any outstanding amounts due unless cancellation notice is properly provided.
- Failure to make a payment may result in suspension or downgrade of your access, but this does not relieve you of your contractual obligation.
- You must notify us in writing if you change or cancel your payment method.
4.3 Annual Subscriptions
- By selecting an Annual Subscription billed monthly, you agree to a 12-month minimum commitment.
- By selecting an Annual Subscription billed upfront, you agree to pay for the entire 12-month period at the start of the term.
- Canceling your payment method does not cancel your obligation to complete your annual commitment.
- You remain fully liable for all unpaid amounts if your payment method is declined, revoked, or otherwise canceled.
- Invoices may be issued for any outstanding amounts due under your annual agreement.
- Failure to make a payment may result in suspension or downgrade of your access, but this does not relieve you of your contractual obligation.
- You may prepay your remaining annual balance at any time to avoid future monthly charges.
- You must notify us in writing if you change or cancel your payment method.
4.4 Refund & Credit Policy
- Refunds are only available if you cancel within 24 hours of your initial payment.
- After 24 hours, all fees are non-refundable.
- No credits or prorated refunds are issued for unused time, partial months, or early termination.
- Prepaid fees (including annual subscriptions) are non-refundable.
4.5 Dispute Policy
All billing concerns or cancellation requests must be addressed directly with us in writing at [email protected].
Filing a chargeback or payment dispute through your bank or payment provider without first contacting us constitutes a breach of this Agreement.
We reserve the right to suspend or terminate your account and/or pursue collection and legal remedies if you initiate a chargeback or payment dispute in violation of this policy.
By agreeing to these terms, you acknowledge that you have read, understood, and accepted our billing, refund, and dispute policies, and that you will not use a payment dispute as a substitute for following our cancellation process.
4.6 Website Buyout Plan & Transfer of Ownership
By subscribing to Website Management Services, the Customer acknowledges that the Company retains ownership of website assets unless a buyout is executed. The Website Buyout Fee is determined by the following schedule based on the duration of continuous service:
- Termination/Buyout within Year 1 (Months 1–12): $6,000.00 USD
- Termination/Buyout within Year 2 (Months 13–24): $3,000.00 USD
- Termination/Buyout within Year 3 (Months 25–36): $2,000.00 USD
- Termination/Buyout after Year 4 (Month 48+): $0.00 USD (Ownership Transfer at no extra cost)
One-Time Fee: To execute the transfer of ownership, you must pay the applicable one-time Buyout Fee as calculated at the time of your request according to the schedule above.
Transfer of Assets: Upon successful payment of the Buyout Fee (or completion of the 48-month term), we will transfer the website files, database, and associated design rights to you. The Customer retains full ownership of their custom domain name, which is not transferred by us.
You will thereafter be solely responsible for hosting and maintenance.
Termination Without Buyout: If you terminate your Website Management Services without paying the Buyout Fee, all rights to the website remain with us, and we reserve the right to immediately suspend service and will take the website offline permanently after a 72-hour notice period.
5. Acceptable Use
You agree not to:
- Use the service for illegal, harmful, or fraudulent activities
- Violate intellectual property rights
- Circumvent usage restrictions, rate limits, or access controls
- Attempt to reverse engineer or clone the service
We may suspend or terminate your account for violations.
6. Third-Party Services & Platform Integrations
Our Services integrate with third-party platforms including but not limited to Google, Meta, Microsoft, Amazon, GitHub, and AI model providers. We are not responsible for their availability, pricing changes, policy updates, or API modifications.
6.1 Your Platform Accounts
When you connect your advertising or publishing accounts, you grant us permission to access and manage those accounts on your behalf. You remain responsible for compliance with each platform's terms of service. We do not share your API credentials with other customers.
6.2 Platform Policy Compliance
You are responsible for ensuring that content published through our Services complies with applicable platform policies and laws. We may refuse to publish content that we reasonably believe violates platform policies.
6.3 Account Suspension
If a third-party platform suspends or terminates your account, we are not liable for any resulting service interruption. You agree to notify us promptly of any platform policy violations or account issues.
7. Service Availability
We strive to keep the Services available and reliable, but we do not guarantee uninterrupted service. Downtime for maintenance or outages does not entitle you to compensation.
8. AI Usage, Output & Content Responsibility
8.1 AI Disclosure
Our platform uses artificial intelligence to generate marketing content, optimize advertising campaigns, automate website updates, and provide recommendations. By using our Services, you acknowledge and consent to AI-powered automation.
8.2 Human Review Requirement
All AI-generated content requires your review and approval before publication. You are solely responsible for reviewing, validating, and approving all AI-generated content before use.
8.3 No Guarantees
AI outputs are not guaranteed to be accurate, complete, legal, or appropriate for your specific use case. We are not liable for damages caused by reliance on AI-generated content.
8.4 AI Content Labeling
You are responsible for any disclosure requirements in your jurisdiction regarding AI-generated marketing materials.
8.5 Data and Model Training
We do not use your User Data to train our own models. Our AI providers maintain their own data handling policies which govern API usage.
9. Support
We provide standard support via email during business hours. Premium support may be available under a separate agreement.
10. Disclaimer of Warranties
The service is provided "as is" and "as available." We disclaim all warranties, express or implied, including merchantability and fitness for a particular purpose.
11. Limitation of Liability
To the fullest extent permitted by law, we are not liable for indirect, incidental, special, or consequential damages. Our total liability is capped at the amount you've paid us in the 12 months prior to the event.
12. Indemnification
12.1 Your Indemnification
You agree to defend, indemnify, and hold harmless the Company from any claims, liabilities, damages, and expenses arising from:
- Your use of the Services or User Data
- Content you provide to the platform
- Your failure to review or approve AI-generated content before publication
- Your email marketing practices, including list quality and consent compliance
- Violations of third-party platform policies in your connected accounts
- Your violation of these Terms or applicable laws
12.2 Our Indemnification
We will defend, indemnify, and hold you harmless from third-party claims alleging that the core platform functionality (excluding User Data and AI-generated outputs) infringes intellectual property rights, subject to reasonable liability caps and provided you notify us promptly and cooperate in the defense.
13. Termination
We may terminate or suspend your access at any time for cause. You may cancel by giving 30 days' written notice to support.
Upon termination, all rights granted to you cease. Data will be retained or deleted according to our data retention policy. See Section 4.6 for specific terms regarding Website Management Services.
14. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, United States.
All disputes will be resolved by binding individual arbitration, waiving class actions. You may opt out of arbitration by notifying us in writing within 30 days of first accepting these Terms.
15. Regulatory Compliance
15.1 Email Marketing
If you use our email marketing features, you represent and warrant that you have obtained proper consent from recipients in compliance with CAN-SPAM, GDPR, and other applicable laws. You are responsible for maintaining suppression lists and honoring unsubscribe requests.
15.2 Advertising Compliance
You are responsible for ensuring your advertising content complies with FTC guidelines, platform advertising policies, and applicable laws including truth-in-advertising requirements and required disclosures.
15.3 AI Disclosure Requirements
Certain jurisdictions may require disclosure when marketing content is AI-generated. You are responsible for understanding and complying with AI disclosure requirements in your jurisdiction and the jurisdictions where your marketing is displayed.
16. Changes to Terms & Entire Agreement
These Terms constitute the full agreement between you and us and supersede any prior agreements. We may assign these Terms without your consent. We reserve the right to modify these Terms; continued use after notice constitutes acceptance.
Affiliate Program Terms
By participating in our Affiliate Program ("Program"), you agree to the following terms in addition to our general Terms of Service:
1. Eligibility
Affiliates must be at least 18 years old. We reserve the right to approve or reject any affiliate application at our sole discretion.
2. Commissions
Affiliates earn 8.5% recurring commission on all subscription payments received from referred customers. Commissions are only payable on payments that are successfully processed and not refunded or charged back. Payouts are managed through Tolt, and commissions will be credited automatically after the customer's payment clears.
3. Payouts
Payouts are issued monthly through Tolt to your connected Stripe account. A minimum payout threshold of $50 USD applies; balances under this amount will roll over to the next payout period. Affiliates are responsible for any transaction fees or taxes associated with payouts.
4. Cookie Duration
Referrals are tracked via cookies for 30 days after the initial click. If a user signs up and subscribes within that window, the affiliate will receive commission.
5. Prohibited Conduct
Affiliates may not:
- Misrepresent our products or services
- Use spam, misleading ads, or illegal practices to generate referrals
- Bid on our brand name or misspellings of it in paid search campaigns
- Self-refer (commissions cannot be earned on your own accounts)
6. Termination
We reserve the right to suspend or terminate affiliate accounts at any time for violation of these terms, fraud, or misuse of the Program. Upon termination, unpaid commissions for valid referrals will still be honored unless obtained fraudulently.
7. Changes to Program
We may modify or discontinue the Program at any time. Continued participation constitutes acceptance of updated terms.