1. Agreement
Orbitax, LLC (“Orbitax” or “we”) offers access to and use of the Orbitax Global Elite Forms (the “Forms”) (A) as an Orbitax Service through periodic subscriptions purchased pursuant to an Orbitax Subscription Agreement (“Subscription Agreement”) subject to the Subscription Agreement Terms and Conditions and this Orbitax Global Smart Forms Purchase and Use Agreement (this “Agreement”), both of which are incorporated into the Subscription Agreement, and (B) on an individual basis through the Orbitax Marketplace pursuant to this Agreement and the license granted herein, whether the subscriber does or does not also subscribe for Orbitax Services pursuant to a Subscription Agreement. Orbitax determines in its sole discretion what Forms will be available from time to time.
2. Acceptance
2.1 Method of Acceptance
To access and use the Forms you (“Customer”) must purchase from Orbitax a license to access and use the Forms and must agree to be bound by this Agreement without counteroffer, addition, deletion or variance, all of which are rejected by Orbitax (“Acceptance”). Any of the following actions by Customer is its Acceptance: (i) if you enter into a Subscription Agreement to access and use the Forms as an Orbitax Service; (ii) if Customer enrolls in the Orbitax Marketplace; (iii) if Customer accesses or uses any of the Forms on an individual basis by any means; or (iv) if Customer affirmatively indicates its Acceptance by any method required by Orbitax. The date of Customer’s Acceptance is the “Effective Date” of this Agreement. Customer’s Acceptance by any of these methods is its agreement to be bound by the terms and conditions herein on the same basis as if it manually or electronically executed this Agreement and returned its executed counterpart to Orbitax. Customer’s use of a keypad, mouse or other device to select an item, button, icon or similar act or action, or to take any other Acceptance action, constitutes Customer’s electronic signature to this Forms Agreement. No other certification or verification or action is necessary to validate Customer’s electronic signature, and the lack of such certification or verification will not in any way affect the enforceability of Customer’s electronic signature or any resulting agreement between Customer and Orbitax. Without limiting the foregoing, if Orbitax requires Customer to indicate its Acceptance by clicking “Accept” or a similar option in a click through dialog box, and you exit without clicking “Accept”, or you click “Reject” or other similar option, then you reject this Agreement, have no rights whatsoever hereunder and must immediately exit the Marketplace and cease all access and use of all Forms if you have gained access to them by any means.
2.2 Enrollment
When enrolling in the Orbitax Marketplace, entering into a Subscription Agreement, or purchasing a license to access and use any of the Forms, all information that Orbitax requires Customer to provide must be complete and accurate, including Customer’s legal name, address or its principal office, authorized officers, and all required contact information. Failure to provide full and accurate information may constitute fraud. If Customer accesses and uses the Forms as an Orbitax Service, then the user must be an Authorized End User as defined in the Subscription Agreement pursuant to which Customer subscribed for the service. If Customer accesses and uses any of the Forms on an individual basis then it may only do so as Customer’s Authorized Person identified as provided herein.
2.3 Amendments
Amendments to this Agreement (which includes amended and restated versions of the entire agreement), may be posted by Orbitax from time to time on its website or at the URL at which this Agreement was originally posted by Orbitax, or may be published by any other reasonable means determined by Orbitax to provide Customer notice of the amendment, and the amendments will be deemed to have been accepted by Customer when posted or otherwise published unless you reject the amendment in writing delivered to Orbitax within seven (7) days from the posting or publication. If the amendment is timely and properly rejected by you, or is for any other reason not effective, then this Agreement (as may have then been previously amended) shall continue in full force and effect without interruption as if the rejected or unenforceable amendment had not been proposed by Orbitax. Only Orbitax, and not Customer, may propose amendments to this Agreement, and any attempt by Customer to do so shall be void.
3. Term
The term of this Agreement is the period commencing on the Effective Date and ending on the sooner of termination by Orbitax or on the expiration or termination of Customer’s right to access and use any of the Forms (the “Term”). Orbitax will provide Customer with notice of termination, but termination is not dependent on notice. Only Orbitax, and not Customer, may terminate this Agreement. Upon termination by Orbitax, Customer must immediately cease all access and use of the Forms and, if indicated by Orbitax, the Orbitax Marketplace and Customer must stop exercising all other rights and licensed activities granted to it herein. All of Orbitax’s rights and Customer’s obligations hereunder survive any termination or expiration.
4. License
4.1 License Grant
Subject to all other terms and conditions in this Agreement, Orbitax grants to Customer during the Term as to Forms for which it has subscribed from Orbitax either as an Orbitax Service under a Subscription Agreement, or on an individual basis through the Orbitax Marketplace, and for which Orbitax has been paid, a limited, non-exclusive, personal, non-transferable, non-sublicensable, revocable license to: (i) access through Orbitax’s internet based platforms that it makes available the Forms included as Orbitax Services in an active Subscription under a Subscription Agreement to which Customer is a party, or that it ordered and paid for on an individual basis through the Orbitax Marketplace (in either case, the “Licensed Forms”), in the original, unmodified form as made available by Orbitax only and solely for the purposes expressly authorized by Orbitax; (ii) complete on the Orbitax platform the Licensed Forms for filing with the applicable taxing authority; (iii) print the completed Licensed Forms for filing by Customer with the applicable taxing authority; and (iv) e-file the Licensed Forms with the applicable taxing authority online through the Orbitax platform using Orbitax’s online filing utilities if available. You are not permitted to use any Forms for any other purpose in any manner except as licensed herein. You are permitted to access, complete, print and file the Licensed Forms only if Customer is the licensee hereunder (including its Authorized End User acting for Customer — Authorized End Users are not third-party beneficiaries of this Agreement), either for Customer’s own taxes, or for a third party if Customer is the third party’s tax preparer, on an unlimited basis during the Term for so long as Customer has an active Subscription to the Forms as an Orbitax Service, or during the Term for a single filing for a single tax payer for Licensed Forms licensed by Customer on an individual basis through the Orbitax Marketplace. You shall not copy, modify, alter, update, enhance, improve create, reverse engineer, reverse compile, disassemble, or create derivative works from the Forms, and shall not include the Forms in any collective works, or otherwise utilize the Forms in any way other than for its intended purpose and shall not utilize the Forms in any way that is not expressly licensed and permitted hereunder; provided, that Forms may be saved by Customer on the Orbitax Platform while the Form is being completed by you, and Customer may make no more than five (5) copies of completed Forms for filing and archival purposes of the taxpayer and the preparer.
4.2 Limiting Operability
From time-to-time Orbitax may make certain features or functionality inaccessible or inoperable or may add other protections against access or use of the Forms to prevent impermissible use, including, without limitation: disabling right-click; blocking text selection; imprinting copyright notices; imprinting watermarks and/or legends; input event blocking; and content monitoring. You agree to take no action, or permit any action be taken, the purpose or effect of which is the defeat any of these protections or that is otherwise a breach of this Agreement or violates the license granted herein.
4.3 Breach
Upon any breach by Customer of this Agreement, including of the license granted to it in Section 4.1, the license automatically terminates, and Customer must stop all access and use of all Forms. No amounts are refundable to Customer for any termination under this Section 4.3, or under any other provision in this Agreement.
5. Warranties
5.1 Function
Orbitax warrants that the Licensed Forms will be substantially as described by Orbitax. EXCEPT AS EXPRESSLY PROVIDED HEREIN ORBITAX PROVIDES YOU WITH NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE FORMS WILL BE ACCEPTED FOR FILING BY ANY TAXING AUTHORITY. Descriptions of the Forms and related services on Orbitax’s website are provided for informational purposes and are not warranties. In lieu of all other remedies available to Customer at law or in equity for any claim related to its use and filing of Licensed Forms, if the Licensed Form is rejected by the applicable taxing authority because it is defective then Orbitax will return the price it charged Customer to access and use the Form that was rejected. Your claim must be submitted to Orbitax in writing within seven (7) days of the filing being rejected and must be accompanied by the taxing authority’s written explanation of why the filing was rejected. If the filing was rejected in whole or in part for any reason other than the Licensed Form as provided to you by Orbitax was defective, then no amounts will be payable to you. In no event shall Orbitax be liable to Customer for any consequential, special, incidental or other indirect damages of any nature, including no penalties or interest on unpaid taxes or delayed tax payments, punitive damages, lost profits, damages based upon strict or absolute liability in tort, damages for lost data, spamming, viruses, interrupted transmissions, or unauthorized access to its information in any Licensed Forms, regardless of whether the other party has been informed of the possibility of such damages.
5.2 Access
Customer’s access to and use of the Forms is through the internet, local networks, and the like, provided over and through facilities, communications lines, local exchange and internet backbone lines, routers, switches and other devices and means (collectively, “Communication Means”) owned, maintained, provided and serviced by third parties, not Orbitax. Use by Customer of Communication Means to access and use the Forms, to transmit information, and if available to e-file any Forms, is solely at Customer’s risk, and ORBITAX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, RELATING TO THE OPERATIONS OF THE COMMUNICATION MEANS OR CUSTOMER’S ABILITY TO ACCESS OR E-FILE THE FORMS THROUGH ANY COMMUNICATION MEANS. Customer is responsible for maintaining required Communication Means at its own cost in order to access and use the Licensed Forms. Customer remains liable to Orbitax for all amounts due hereunder regardless of whether it maintains the required Communication Means.
6. Authorized Use
6.1 Authorized End User
If Customer accesses and uses the Forms as an Orbitax Service, then Customer will designate an Authorized End User pursuant to its Subscription Agreement. If Customer accesses and uses the Forms on an individual basis through the Orbitax Marketplace, then the Authorized End User is the person that is assigned Customer’s Orbitax Marketplace login credentials. Customer must provide Orbitax the name and contact information for each Authorized End User. Only individual persons who are the Customer or are employees, contractors or consultants of Customer, who will access and use the Forms for the Form’s intended purpose in their performance of Customer’s or the employee, contractor or consultant duties for Customer, are permitted to be Authorized End Users, and in no event may any person be designated as an Authorized End User unless that person will only access and use a Form to complete the Form for filing with the relevant taxing authority. Each Authorized End User must have a confidentiality agreement in place, sufficient to protect Orbitax and its Confidential Information on the same basis as it is protected in this Agreement. Each Authorized End User must have a unique login to the Orbitax Marketplace that may only be used by the Authorized End User to whom it is assigned. Sharing login credentials to access the Forms is a material breach of this Agreement. Each Authorized End User may use the login to access the Forms from only one internet connected device at a time, subject to any applicable territory limitations. Nothing here provides any right to access or use any Forms by any person or entity that is not an Authorized End User. At Orbitax’s request Customer shall provide Orbitax with identifying information on Customer’s Authorized End Users. Customer represents and warrants to Orbitax that Customer if an individual or the person acting for Customer if it is an entity, is legally able to enter into this Agreement.
6.2 You agree to abide by Orbitax’s administration and update policies that are in effect from time to time. Customer represents to Orbitax that it will subscribe to the Orbitax Marketplace and will only access and use the Forms for its own use for internal purposes and to provide services to its clients and customers, and not for use by any other person or entity. Customer represents to Orbitax that it is a business, and that the Orbitax Services are used by it in its business. You agree not to use or allow access to the Orbitax Services in or from any country in the world where the use or access is not legal under United States law, prejudices any rights of Orbitax, in which Orbitax’s intellectual property is not protected, or that requires special rights or licenses be obtained by you or Orbitax. Customer may not access or use the Forms through any technology or means other than through the platform required by Orbitax using Customer’s registered login credentials. You may not use any automated technology to access, use or interact with any Form, or create any application programming interfaces to interact with any Form. You may not strip or copy any information, data or other content included in any Form for any purpose. You may not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” or any other method that accesses the Forms in a manner that sends more request messages to Orbitax in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. Customer agrees not to collect or harvest any personally identifiable information, including any other user’s account information, from Orbitax. Orbitax may change the methods by which the Forms are accessed and used at any time, provided that the changes will not materially reduce the functionality of any Form for which Customer has already paid.
7. Payment and Pricing
If Customer accesses and uses the Forms as part of a subscribed Orbitax Service, the price and payment terms shall be governed by the Customer’s Subscription Agreement. If Customer accesses and uses the Forms on an individual basis through the Orbitax Marketplace, the price for each use of a Form for a single tax filing shall be the standard price displayed by Orbitax for that Form at the time the Customer (or any of its authorized users) purchases the right to access and use it. Such prices, as displayed in the Orbitax Marketplace, are incorporated herein by reference. By initiating any such purchase, the individual accessing the Form represents and warrants that they are authorized to bind the Customer to such purchase and payment obligations. The Customer remains fully responsible for all purchases made under its account, whether or not such purchases were made by authorized representatives. All payments shall be made by the methods and on the terms specified by Orbitax. Orbitax reserves the right to modify pricing at any time. The Customer’s license to access and use any Form is conditioned on full and timely payment of all applicable amounts due to Orbitax.
8. Support
Orbitax Help Desk services are available during the term to Customer. Orbitax Help Desk services relate only to the access and technical function of the Forms. Orbitax provides no help on how Forms should be used for tax purposes. Orbitax does not provide any tax advice, does not prepare any Form, does not sign any Form and does not pay any taxes for Customer.
9. Customer Information
9.1 “Customer Data” means the data or information that the Authorized End User inputs into Licensed Forms. Customer is responsible to provide, at its own cost and expense, all Customer Data required to use the Forms. Orbitax does not access Customer Data, without Customer’s consent, except anonymously as the administrator of the Orbitax Services and the Orbitax Marketplace. Orbitax has no control over any Customer Data and is not under any circumstances responsible to Customer or any third parties for the accuracy or completeness of any Customer Data Customer acknowledges and agrees that Orbitax may preserve Customer Data and disclose it if required by law or court order.
9.2 Orbitax utilizes third-party hosting providers, such as AWS, to host Orbitax Services, the Orbitax Marketplace, the Forms and Customer Data (“Host Servers”). The Host Servers are maintained with the security and disaster recovery protocols and procedures provided by the hosting providers. Customer is responsible for all other security and recovery protection of its Customer Data. Customer agrees that it will not permit any other person or entity other than its Authorized End Users to have or use its login credentials to access or use any Orbitax Services, the Orbitax Marketplace, the Forms or the Host Servers, and Customer agrees to notify Orbitax in writing immediately if any person or entity obtains unauthorized access to your login credentials, or of any other breaches of security. Orbitax is not responsible or liable to Customer or any third party, for any loss or damage caused, in whole or in part, by Customer’s failure to maintain account security. Orbitax may validate your right to access and use any Orbitax systems, the Forms, and to validate whether any Forms are Licensed Forms, through Orbitax’s license servers communicating with Customer’s computers, and you consent that that process.
9.3 Form Usage Information
Customer agrees that Orbitax may collect and use technical and related information regarding Customer’s system and use of the Forms, including, without limitation, technical information about Customer’s computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of updates, support and other services (if any) related to the Forms to verify compliance with this Agreement, and to improve the Forms and related Services.
9.4 Privacy Policy
Orbitax’s Privacy Policy at https://orbitax.com/privacy-policy is incorporated herein by this reference.
10. Rights
10.1 Ownership
The Forms are works by Orbitax in which it owns all patent, copyright, trademark, and all other intellectual property rights under all applicable laws, conventions and treaties. Orbitax does not claim ownership of any intellectual property in any public domain tax forms of which the Forms are derivative works, separate from the Forms. Orbitax does not claim any rights in any Customer Data. No Form or Customer Data shall be deemed a joint work, compilation, derivative work, or other work of multiple authorship as a result of the input of Customer Data into a Form or Customer’s use of any Form, and the Forms and the Customer Data shall remain separate works.
10.2 Notices
Customer may not affix any copyright or other ownership notice to any Form, whether or not any Customer Data has been input into the Form. Customer may not delete or obscure any copyright or other notices that Orbitax includes in any Form.
10.3 Names
Customer grants to Orbitax a fully paid, irrevocable, worldwide license to include Customer’s names, logos and marks in Orbitax’s customer lists, marketing material, websites, social media platform presences, and other similar materials and platform content, and to publish those materials and platform content, to identify Customer as a customer of Orbitax. Orbitax’s use of Customer’s names, logos and marks will reasonably comply with Customer’s brand guidelines provided to Orbitax, if any. Orbitax may only use the licensed names, logos and marks to identify Customer as a customer of Orbitax, and not to give the impression that Customer is the source of the Orbitax Services.
11. Confidentiality
11.1 Without limiting Orbitax’s intellectual property and other rights, Customer acknowledges and agrees that this Agreement, any Subscription Agreement, all login credentials, provided to Customer by Orbitax, the non-public portions the Forms and all utilities provided by Orbitax in connection with the Customer’s use of the Forms, and Orbitax’s other confidential business and technical information are Orbitax’s intellectual property and “Confidential Information”, even if it does not rise to the level of being a trade secret. Customer shall not directly or indirectly use the Confidential Information for its own or another’s benefit except as contemplated herein for so long as the license granted herein has not been terminated or expired. During the Term and thereafter for so long as the Confidential Information remains confidential, Customer will not disclose the Confidential Information to third parties except to Authorized End Users and Customer’s employees on a need-to-know basis, in connection with their normal duties in connection with Customer’s access and use of the Forms, so long as the Authorized End Users and employees has a confidentiality agreement sufficient to protect Orbitax and its Confidential Information on the same basis as it is protected herein. Customer shall use the same degree of care to protect Orbitax’s Confidential Information that it uses to protect its own confidential information, but no less than reasonable care.
11.2 Upon the termination or expiration of this Agreement, or any other time upon Orbitax’s request, Customer shall promptly either (i) return the Confidential Information to Orbitax, including any copies or extracts thereof, or (ii) destroy the Confidential Information (to the extent permitted by applicable law or regulation) and, at Orbitax’s request, certify in writing that such Confidential Information has been returned or destroyed and that no copies thereof, except such copies specifically permitted herein, have been made or retained. Notwithstanding the foregoing, Customer may retain any Confidential Information disclosed by Orbitax that it is required to keep for archival or compliance purposes or that it would normally retain as part of a party’s system back-up procedures, subject to the party’s continued performance of its confidentiality obligations with respect to such Confidential Information. In the event that Customer or any of its employees or contractors become legally compelled to disclose any of Orbitax’s Confidential Information, it will provide Orbitax with prompt notice so that Orbitax may seek a protective order or other appropriate remedy to prevent disclosure if Orbitax desires to do so, unless applicable requires disclosure with notice or consent of Orbitax, in which case Customer will furnish only that portion of the Confidential Information that it is legally required to disclose and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded.
12. Indemnification
Customer shall defend (with counsel chosen by Orbitax) and shall hold Orbitax, its employees, contractors, managers, officers, directors and owners harmless against all damages, costs and expenses and other amounts of every type and description that result from or are related to Customer’s access and use, including filing, of any Forms, or the advice or services that Customer provides to its clients, customers or others based on or utilizing the Forms, regardless of the grounds and regardless of whether litigation is commenced.
13. Miscellaneous
13.1 Agreement
This Agreement and any applicable Subscription Agreement, including all terms incorporated herein and therein, sets forth the entire agreement and understandings between the parties as to the subject matter hereof, and they supersede all prior or contemporaneous communications and agreements, written or oral, relating to the subject matter. Information on Orbitax’s website is promotional in nature and is not an agreement by Orbitax. This Agreement may not be amended, and no provision may be waived, except in a writing executed by both parties. Where the context requires, singular terms shall be considered plural, and plural terms shall be considered singular, and masculine, feminine and neuter pronouns shall be equivalent in meaning. Customer may not assign or delegate this Agreement or any of its rights or obligations hereunder, and any purported assignment or delegation by Customer shall be void. Subject to the foregoing, this Agreement binds and benefits the parties and their successors and assigns. Sale of Customer’s entire business, whether by merger, asset sale, stock sale or otherwise, shall not be deemed an assignment of this Agreement.
13.2 Notices
All notices hereunder shall be in writing and given by personal delivery, mail, overnight delivery or by email transmission to a party at the address or email address regularly used by it for business communications. Notices and communications are deemed given when delivered to such address, or if otherwise actually received by the addressee.
13.3 Law
This Agreement shall be deemed to have been made in New Castle County, Delaware for all purposes and shall be governed by and construed in accordance with the laws of the United States and the State of Delaware, without regards to conflict of laws, and the parties expressly opt out of all applicable international treaties and conventions that may impact the making, performance or enforcement of this Agreement, except for all foreign laws and all international treaties and conventions that provide Orbitax with protections and/or rights in connection with Orbitax’s intellectual property and Confidential Information which shall apply. All actions by Customer relating to the making or performance of this Agreement shall be brought in the courts, state or federal, sitting in New Castle County Delaware, and the parties hereby consent to the jurisdiction and venue of such courts. A party may not assert any cause of action against the other party after the shorter period of the running of the applicable statute of limitations or three (3) years after the date the cause of action accrues. The prevailing party in any litigation or other proceeding to enforce its rights or the other party’s obligations under this Agreement, including the license granted hereunder, shall in addition to any damages or other awards be awarded its reasonable attorney’s fees and all court costs and litigation or similar expenses incurred by the prevailing party in the dispute. The foregoing does not limit Orbitax’s rights to enforce its intellectual property rights to the fullest extent permitted under all applicable laws. Orbitax may bring suit in any court or before any other body if it deems it necessary or desirable to enforce or protect its intellectual property or Confidential Information, or to enforce its rights or Customer’s obligations under this Agreement. This Agreement shall be interpreted in English only and all proceedings of any type related to this Agreement shall be conducted in English only. All times are local time: New Castle County, Delaware. All amounts are in United States Dollars unless other currencies are specified by Orbitax. Captions are for convenience only and do not affect the meaning of any terms hereof. This Agreement shall not be interpreted against either party as the drafter. This Agreement may be executed manually or electronically in multiple counterparts. Electronic, printed or copied executed counterparts are deemed originals for all purposes.
13.4 No Class Actions
IF CUSTOMER COMMENCES ANY ACTION IT SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE LITIGATED ON A CLASS ACTION BASIS OR ON ANY BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. The court’s authority to resolve and make written awards is limited to claims between Customer and Orbitax alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the action. Notwithstanding any other provision herein, if any portion of this Class Action Waiver provision is deemed invalid or unenforceable, then Orbitax has the right to appeal that decision. If Customer commences an action or counterclaim against Orbitax, Orbitax may at its discretion require the action or counterclaim be dismissed and re-commenced by Customer as binding, confidential, arbitration with the American Arbitration Association sitting in Palo Alto, California.
13.5 Prohibited Transactions
Customer represents and warrants to Orbitax that neither Customer nor any owner of any legal or beneficial interest in Customer is identified as, or acting (directly or indirectly) for or on behalf of, a person, group, entity or nation named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, group, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and are not otherwise a person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or executive order of the President. Customer agrees not to exercise its license rights granted herein and not to use or allow any of your Authorized End Users to exercise, in any country where exportation or use is prohibited under the laws of the United States. Customer agrees to comply with all applicable laws, rules and regulations, including those governing export control and it agrees that it is responsible for payment of all tariffs and other charges that may be applicable to its purchase of the license herein or use of any of the Forms outside of the United States and Customer agrees to defend (with counsel chosen by Orbitax) and hold Orbitax harmless against all such issues and any such tariffs or other charges.
13.6 Data Privacy Laws
Without limiting any other provision herein, Orbitax and Customer shall each comply with privacy laws, to the extent applicable to such party’s performance of its respective obligations under this Agreement. Orbitax shall use reasonable care to provide a secure environment for receipt and transmission of information. Orbitax disclaims all liability for damages to the extent arising from any Communication Means. Upon Customer’s request, it may review the results of any independent third-party security assessments (e.g., SSAE 16), vulnerability testing and internal disaster recovery testing that may be available that is relevant to the storage or transmission of any Customer Data. Following such review, Orbitax shall provide to Customer additional information as may be reasonably requested in writing concerning Orbitax data security not otherwise contained in said results. Orbitax shall, as soon as is reasonably possible, notify Customer of any actual, attempted or threatened breaches in security, or unauthorized or suspicious access to Customer Data indicating that an individual may have damaged, or intends to damage the Customer Data or gain unauthorized access to the Customer Data in a way that would adversely affect Customer, including any corruption, loss or mis-transmission of data, or any breach of data security during transmission and storage. In the event of any such security breach, Orbitax shall perform a root cause analysis to identify the cause of such security breach and shall, on an expedited basis, provide to Customer a report detailing the cause of such a security breach.
13.7 Survival
Any provision herein that by its nature survives expiration or termination of this Agreement, such as the obligation to pay amounts owed, or to indemnify will survive expiration or termination. References to “termination,” “termination of the Term,” and “termination of this Agreement,” and any other terms of similar meaning, shall all be deemed equivalent, as will “expiration,” “expiration of the Term” and “expiration of this Agreement.” Expiration or termination of a Subscription to access and use the Forms as an Orbitax Service, or expiration or termination of the Subscription Agreement under which Customer purchased the Subscription also terminates this Agreement.
13.8 Force Majeure
Without limiting any other provision herein, Orbitax will not be liable for any damages or injury caused by any delay or failure in Orbitax’s performance under or related to this Agreement, or for any other consequences, damage, injury or loss, caused by or resulting from any act, event, occurrence, or cause beyond its reasonable control, including without limitation, failure of telecommunications or internet services, war, vandalism, sabotage, terrorism, accidents, epidemics, pandemics, quarantines, fires, explosions, earthquakes, floods, third party strikes, third party labor disputes, shortages or delays in obtaining suitable material, labor or transportation, interruption of utility services, acts of any government unit or agency thereof, or acts of the other party, or any similar cause.
Version: 1.0
Last updated: October 26, 2025
