Orbius Terms of
Service
Last
Update: June 1st, 2008
This Terms of Service Agreement (the “Terms of Service”
or “Agreement”) establishes the
terms and conditions applicable to your use of the Orbius service (as defined
below) offered by Orbius, Inc. (“Orbius, Inc.” or ‘We’). By
clicking the "I Accept" checkbox displayed as part of the
registration or by using Orbius and/or any portion thereof, you accept and
agree to be bound by the terms and conditions of this Terms of Service
(including all terms incorporated herein by reference.) If you are entering
into this agreement on behalf of a company or other legal entity, you represent
that you have the authority to bind such entity to this Agreement, in which
case the terms "You"
or "Your"
shall refer to such entity. If you do not have such authority, or if you do not
agree with these terms and conditions, you must not check the “I Accept”
checkbox and may not use the service.
These Terms of Service applies to your use of Orbius for
creating your Personal Profile, creating and joining Communities, known as
Orbs, on Orbius, and posting of Content on Orbius.
By registering on Orbius and using it, you are agreeing
to these Terms of Service.
Definitions
Orb refers to communities
created on Orbius. An Orb is a community that allows Orb Owners and Orb Members
to organize and create content using the Orbius tools.
Orbius™
is the platform and service you are using to create your Personal Profile, and create
or join an Orb. This is also referred to as “Orbius Platform” or “Platform”.
Orbius, Inc. is
the company that created and operates Orbius and the Orbius Platform.
Users are people who
register on Orbius to create Personal Profiles, create Orbs, join Orbs, post
Personal Data, create content on their Personal Profiles, Orbs or Orb Member
Profile.
Orb Owners are
Users who have created Orbs on Orbius or are Users who have been assigned the
rights to be an Owner by an existing Owner of an Orb.
Orbius Login ID is
the main email address (you will be asked to verify) that all users must
provide to login onto Orbius. Once logged in, users are automatically logged
into all Orbs that the user owns or is a member of. Note that when you join an
Orb, you may provide other email addresses to the Orb if they require it.
Orb Members are
Users who joined an Orb and have provided responses to the Member Profile
questions as required by Orb Owners.
Content means
any work of authorship including Personal Data, information you provided to
Orbius or Orb Owners, comments, recommendations, discussion forums, photos, videos,
audios, photos, text, files, listings, postings, messages, or other materials
posted on or sent through Orbius.
Orb Content
is Content that has been posted within an Orb and is under the full control of
the Orb Owner and its members.
Orb Content Area is
the area in an Orb that Orb Content may be posted.
Orb Member Content is
the Content posted by an Orb Member or by other Orb Members or Users on the member’s
own persona section in an Orb.
Private Label Orbs means
Orbs that Orb owners have entered into a separate Private Label Agreement with
Orbius to remove the Orbius Controlled Advertisements from the Orbs and
possibly to make customizations to parts of the Orb. Some of the customizations
may not be available to other Orb owners.
Personal Profile Content means all content posted by User on their own Personal
Profile or content posted by other Users on their Personal Profile.
Orb Owner Controlled Orb Advertisement is advertisement that has been placed in the Orb by the
Owner of the Orb.
Orbius Controlled Advertisement is advertisement that has been placed in all areas that
are controlled by Orbius except the Orb Content Area.
Orbius Controlled Orb Advertisement Area is the Orb Content Area that Orbius may place an Orbius
Controlled Advertisement. An Orbius Controlled Orb Advertising Area may become
an Orb Content Area under separate Premium Licensing Agreement with Orbius.
Orbius Areas means
all areas on Orbius that is not the Orb Content Area.
Tags are words and phrases
that you attach to Content.
Ownership of Content
Users own all their Personal Profile Content.
Orb Owner(s) own the Orb Content of Orbs that they
created or have been assigned to have rights of an Owner of the Orb. You agree
that Orb Members may edit or delete their own Orb Member Content.
For the content that you own, you may edit or delete the
Content. You may download the Content with the means provided on Orbius. You
agree not to attempt to acquire any information by any other means not provided
by Orbius including the use of a screen scrapping tool or online “robot”
without prior written consent from Orbius, Inc.
If you want to move your Content out of Orbius by any
other means, Orbius agrees to provide any reasonable services to enable you to
do so. Such services will be performed and billed at the then published Orbius
Professional Services Rate. If the Orb Content you want to move includes Orb
Member Profile Content, you agree that you will notify Orb Members of your
intent to move their content and to give them a minimum of 15 calendar days
notice prior to doing so, by posting a message on the Home Page of your Orb as
well as to send a broadcast message to all members of your Orb(s). You agree
that Orb Members shall be given the time and option to delete their Orb Member
Profile Content, if they choose to do so.
You acknowledge and agree that You have sole responsibility
for ensuring that all User Content submitted on or through the User Service, by
your Orb Members, is compliant with the terms and conditions of this Agreement.
All other Terms of Use Agreements, disclaimers and notices that may be
displayed by Orbius or transmitted through Orbius and all Laws (“Applicable
Terms”) that You shall actively monitor the activity of Your Orb Members
through the Administration Service in order to ensure that no such activity is
in violation of any Applicable Terms. You, and not Orbius, Inc., shall
have sole responsibility for the accuracy, quality, integrity, legality,
reliability, appropriateness, and intellectual property ownership or right to
use of all User Content, and Orbius, Inc. shall not be held responsible or liable
for the deletion, correction, destruction, damage, loss or failure to store any
User Content. Orbius, Inc. reserves the rights to, without notice,
withhold, remove and/or discard User Content not in compliance with the
Applicable Terms, and to remove or disable the account of any of Your Users not
in compliance with the Applicable Terms.
License to Content
License from You
By uploading Content onto Orbius, you hereby grant Orbius
and all other Orbius Users, a non-exclusive license to reproduce, create
derivative works of, distribute, publicly perform and publicly display such
Content on the condition that the Content is attributed in a manner specified
by its author, if at all.
You, also, hereby grant to Orbius a worldwide, perpetual,
royalty-free license to (i) reproduce, store, display, create derivative works
of, distribute, perform and publicly display User Content on or through Orbius,
and, if additionally affirmatively elected and authorized by You, on an opt-in
basis, using the Administration Service Configuration Settings, on or through
other outlets and media including similar services operated by Orbius; (ii) to
use and analyze the User Content by Orbius’ for internal business purposes; and
(iii) disclose metrics regarding User Content on an aggregated basis for
marketing and business development purposes.
License to use Orbius
During the term of these Terms, Orbius, Inc. grants you a
limited, revocable license to use the underlying Orbius Software Platform to enable
as required for your use, Orbius to create, configure and support the building
of Orbs on the Orbius Platform, subject to the terms and conditions of these
Terms.
Advertising Revenue
Orbius shall have the right to display Orbius Controlled
Advertisements for all complimentary Orbs in the designated Orbius Controlled
Advertisement Areas and shall be the sole beneficiary of any revenues derived
there these areas.
Intellectual
Property
Orbius, Inc. and its licensors, partners, or affiliates,
where applicable, shall own all right, title, and interest, including, without
limitation, all Intellectual Property Rights in and to the Orbius Technology
offering, and the Content in the Orbius Controlled Areas. This Agreement is not
a sale and does not convey to You any rights of ownership in or related to
Orbius, the Orbius Technology or the Intellectual Property Rights owned by Orbius,
Inc. The Orbius name, the Orbius logo, and the product names associated with
the Service are trademarks of Orbius, Inc., and no right or license is granted
to use them.
Your Comments and Suggestions
You hereby assign and agree to assign to Orbius, Inc.,
all rights, title and interest in and to any enhancement requests or
suggestions, comments, evaluations, ideas relating to the Orbius Platform or
the use of Orbius provided by you to Orbius, Inc. (“User Feedback”), including
but not limited to all Intellectual Property Rights embodied in such User
Feedback.
Notice and Procedure in case of Claims of Copyright
Infringement
Orbius, Inc. respects all Intellectual Property Rights.
However, Orbius, Inc. does not independently and has no responsibility to
confirm that all Content posted on Orbius is provided by a valid holder of the
rights. In the event that Orbius, Inc. becomes aware that Content posted on or
through Orbius has been provided by a person who is not a valid holder of the
rights, Orbius may, if it deems appropriate at its sole discretion, remove or
disable the publication of such Content.
If you believe that your work has been copied or
published in a way that constitutes Copyright Infringement, please provide
Orbius, Inc. with the following information:
a) description of the Content that comprise the copyrighted
work or intellectual property that is claimed to be infringed;
b) description of the location where the Content you claim
is infringed on Orbius;
c) signed and notarized statement by you that you have a
good faith belief that the disputed use is not authorized by the copyright, its
agent or the law;
d) signed and notarized statement by you, made under penalty
of perjury, that the above information in such Notice is accurate and that you
are the copyright or intellectual property owner or authorized to act on the
copyright or intellectual property owner’s behalf.
e) if you are not the owner, a signed and notarized
statement by the owner of the copyright or intellectual property interest that
you are authorized to act on their behalf.
By submitting a claim, you also agree that in the event
that your claim is determined to be false, you may be liable for all costs
associated with handling of your Claim.
All
Notice of claims of copyright and other intellectual property infringement
should be sent to:
Morgan,
Lewis and Bockius, LLP,
1701,
Market Street,
Philadelphia,
PA 19103-2921
Attention:
Jeff Bodle,
With
a written copy to:
Orbius,
Inc.
21
Bishop Hollow Road,
Newtown
Square, PA 19073
Attention:
Copyright Claim
Proprietary Rights
Code and Content
You agree to comply with the license and restrictions
applicable to each item of Code or Content you post, copy, access, or use. You
agree that all the intellectual property on the Orbius Platform, other than the
Content you provide, is owned by Orbius or the applicable User(s). Except as
expressly permitted under these Terms, you agree not to:
1. Modify, distribute, or create derivative works on the Orbius
Platform.
2. Run, rent, lease, loan, or sell access to the Orbius
Platform.
3. Decompile, reverse engineer, or copy the Orbius Platform
or any Orb.
4. Reproduce or distribute any Private Content or Private
Code outside the applicable Orb.
Trademarks
Orbius Inc., Orbius, Orbs and other related graphics, our
logo and sub-logos, Orbius marks, and trade names used on Orbius are the
trademarks of Orbius, Inc. and may not be used without permission. Other trademarks
and trade names that may appear on Orbius are the property of their respective
owners.
Accounts,
Passwords, and Security
You
must be a registered User to create an Orb on the Orbius Platform. Orbs and Orb
Creators, in turn, determine whether Users need to be registered to contribute
Content in that Orb. That is up to the discretion of the Orb Owner(s). As a User, you are responsible for keeping
your password secure. Names of Orbs and Platform IDs are non-transferable. You
will be solely responsible and liable for any activity that occurs under your own
personal ID.
Content
Code of Conduct and Interaction
You
agree to comply with the license and restrictions applicable to each item of
Code or Content you post, copy, access, or use.
Content
from other Users or advertisers is made available to you through Orbs and the Orbius
Platform. Because Orbius does not control such Content, you agree that Orbius
is not responsible for any such Content, including advertising and information
about third party products or services.
Your
interactions with other Users on the Orbius Platform, including payment and
delivery of goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and the
User. Like with any web-based interaction, we suggest that you use caution and
good judgment.
You
agree that Orbius is not responsible for any loss or damage incurred as the
result of any such dealings or with respect to any other User's use or
disclosure of your Personal Data (as defined in the Privacy Policy). If there
is a dispute between you and any third party (including any User), Orbius is
under no obligation to become involved.
You
release Orbius, its officers, employees, agents and successors from claims,
demands and damages of every kind or nature arising out of or related to: (i)
any disputes with other Users, and/or (ii) the Orbius Platform.
If you are a California resident, you waive California
Civil Code Section 1542, which says: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which, if known by him must have materially
affected his settlement with the debtor.”
Acceptable
Use and Conduct
Member
Content Code of Conduct
Orbius is a social
media platform that enables companies, brands, associations, groups and
individuals to connect with word of mouth techniques. We want your Orb
(community) to be a place where people respect the rights and feelings of
others, including third party intellectual property rights. Therefore, we have
established certain rules for using Orbius-based Communities and for posting
messages, photos, video and other content ("Content") on Orbius, which
rules are set forth in this Agreement and this User Code of Conduct.
WHEN MEMBERS USE
ORBIUS, YOU ARE AGREEING TO ABIDE BY THE MEMBER CODE OF CONDUCT AND THE OTHER
RULES SET FORTH IN OUR TERMS OF USE. FAILURE TO ADHERE TO THIS CODE OF CONDUCT
AND THE TERMS OF USE MAY RESULT, AMONG OTHER THINGS, IN TERMINATION OF YOUR
ACCOUNT AND THE DELETION OF CONTENT THAT YOU HAVE POSTED, WITH OR WITHOUT
NOTICE, AS DETERMINED BY CLIENT OR ORBIUS IN ITS SOLE DISCRETION.
Third-Party
Content
Orbius allows
Members to link to, upload and share User Generated Content with your Members
and associates, such as photographs and videos from your computer, camera,
webcam or mobile phone or other means. This means that you may post and share
original photographs and video that are of a personal nature that: (i) are of
you or your Members, (ii) are taken by you or your Members, or (iii) are
original art or animation created by you or your connected Members. It is not
intended as a place for you to post third-party copyrighted content, such as
the latest episode of a popular TV show or your favorite music video. In
addition, we expect our Members to use good judgment and respect the copyrights
and other intellectual property rights of others. Therefore, in using Orbius,
you may not:
- upload or share any photographs, videos or
other Content other than original works that are created by you or another
Member
- post or share any Content that infringes upon
or violates the copyright, trademarks or other rights of any third party
- attempt to circumvent any content filtering
techniques we may employ
Inappropriate
Content
While we believe
Members should be able to express themselves and their point of view, certain
kinds of speech simply do not belong in our communities. Therefore, you may not
post or share Content that:
- is obscene, pornographic or sexually explicit
- depicts graphic or gratuitous violence
- makes threats of any kind or that intimidates,
harasses, or bullies anyone
- is derogatory, demeaning, malicious,
defamatory, abusive, offensive or hateful
If you are an Orb
Owner, you agree to undertake the responsibility to monitor for such content
and to take appropriate action.
Orbius reserves the
right to suspend, and eventually terminate, your use of the Platform without
notice if it has any reasonable cause that you have posted or failed to monitor
your Orb for Inappropriate Content.
Unlawful
or Harmful Content or Conduct
Although as a social
media community platform service provider, we are not responsible for the
conduct of our Members, we want the Orbius Platform to be a safe place on the
internet. Therefore, in using Orbius Communities, you may not:
- violate any local, state, national or
international law or post any Content that would encourage or provide
instructions for a criminal offense
- impersonate any person or entity or otherwise
misrepresent yourself, your age or your affiliation with any person or
entity
- use Community to send or make available any
unsolicited or unauthorized advertising, solicitations, promotional
materials, "junk mail," "spam," "chain
letters," "pyramid schemes," or any other form of
solicitation
- post or share any personally identifiable or
private information of any third party
- solicit passwords or personal information from
anyone, including those under 18
- use information or content you obtained on any
Orbius Community website in any manner not authorized by the Orbius Code
of Conduct or Terms of Use
- post any material that contains software
viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment
- register for more than one account or use or
attempt to use another's account, service or system without authorization
or create a false identity on the Service or the Site
- engage in any predatory or stalking conduct
This Content Code of Conduct is subject to
change at any time at Orbius’ sole discretion.
Your
Account
Term
These
Terms of Service commence upon your acceptance of these Terms and continues until
terminated. These Terms will automatically terminate if Orbius decides, in its
sole discretion, to discontinue the Orbius Platform.
Deactivating
Your Account
You
may deactivate your Orbius account at any time, for any reason, by following
the instructions on Orbius.
Orbius
has the right (at its sole discretion) to delete or deactivate your account,
block your email or IP address, or otherwise terminate your access to or use of
the Orbius Platform or any Orb, or remove and discard any Content within any Network,
without notice and for any reason.
Effects
of Deactivating an Account
Upon
deactivating your account, these Terms terminate and your access rights to the Orbius
Platform will immediately cease to exist. Note that, even if Content is deleted
from Orbius's active servers, it may remain in our archives. Orbius will have
no obligation to refund any prepaid fees for premium services.
Survival
The
provisions under the following headings will survive termination of these Terms
for any reason: License from You (under heading “Licenses to Content”), Content
and Interaction, Acceptable Use and Conduct, Privacy and Spam, Disclaimer of
Warranties, Indemnity, and Limitation of Liability.
Changes
to Orbius
Orbius,
Inc. reserves the right at any time (and from time to time) to modify, suspend,
or discontinue providing the Orbius Platform or any part thereof with or
without notice. Orbius will not be liable to you or to any third party for any
modification, suspension or discontinuance of the Orbius Platform.
Disclaimer
of Warranties
YOUR USE OF ORBIUS, AND ALL CODE AND CONTENT, ARE AT YOUR
SOLE RESPONSIBILITY AND RISK. ORBIUS AND ALL CODE AND CONTENT ARE PROVIDED ON
AN “AS IS” AND “AS AVAILABLE” BASIS. ORBIUS INC AND EACH USER EXPRESSLY DISCLAIMS
ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM
INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. NEITHER NING NOR ANY
USER MAKES ANY WARRANTY THAT ORBIUS, OR AND CODE OR CONTENT WILL MEET YOUR
REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Indemnity
You
agree to indemnify, defend, and hold harmless Orbius, Inc., and its subsidiaries,
affiliates, officers, agents, corporate sponsored community owners and sponsors
or other partners, and employees, from and against any claim, demand, loss,
damage, cost, or liability (including reasonable attorneys' fees) arising out
of or relating to
1.
any
Code or Content you submit, post, transmit, or make available through Orbius;
2.
your
use or misuse of Orbius;
3.
your
connection to Orbius;
4.
your
violation of these Terms; or
5.
your
violation of any rights (including intellectual property rights) of a third
party.
Limitation
of Liability
YOU
AGREE THAT ORBIUS, INC. SHALL NOT BE LIABLE TO YOU FOR (A) ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER
INTANGIBLE LOSSES (EVEN IF ORBIUS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES), RESULTING FROM (i) THE USE OR THE INABILITY TO USE ORBIUS OR ANY
CODE OR CONTENT, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION
OF DATA; AND (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING ANOTHER
USER) ON ORBIUS OR ANY CODE OR CONTENT; OR (B) FOR ANY DAMAGES ARISING FROM OR
RELATED TO THESE TERMS.
Updates
to Terms of Service
These Terms may be updated or changed by Orbius, Inc.
from time to time upon Orbius' posting amended Terms on this page. If you do
not agree to changes to the Terms, you must notify Orbius in order to terminate
your account.
In addition to these Terms, you will comply with all
policies applicable to Orbius, Inc. and Orbius, which policies are (i) either
posted on Orbius or provided to you and (ii) incorporated by reference into
these Terms.
General
The failure of Orbius to exercise or enforce any right or
provision of these Terms does not constitute a waiver of such right or
provision. If any provision of these Terms is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court
should try to give effect to the parties' intentions as reflected in the
provision, and the other provisions of these Terms of Service remain in full
force and effect. Your Orbius account is non-transferable. You may not delegate
your duties under these Terms or assign these Terms, in whole or in part.
Any unauthorized use of any Orbius computer system is a
violation of these Terms and certain federal and state laws, including without
limitation the Computer Fraud and Abuse Act (18 U.S.C. S 1030 et seq.), Section
502 of the California Penal Code and Section 17538.45 of the California Business
and Professions Code. Such violations may subject the unauthorized user and his
or her agents to civil and criminal penalties.
The other Users of Orbius are intended third party
beneficiaries of your obligations under these Terms.
Orbius may assign these Terms to any successor or
purchaser of Orbius, Inc. or all or substantially all of its assets.
These Terms shall be governed by the laws of the Commonwealth
of Pennsylvania without giving effect to any conflict of laws principles that
may provide the application of the law of another jurisdiction.
These
Terms, which incorporate the Orbius Content Code of Conduct Policy, governs
your use of the Orbius Platform, superseding any prior agreements (whether
written or oral) between you and Orbius regarding the subject matter hereof.
Questions and Comments
Contact us with any
questions and comments about this Orbius User Terms of Service and Orbius
Content Code of Conduct Policy or associated Orbius Privacy Policy:
·
By
Email: privacy@orbius.com.
·
By
Mail:
Orbius, Inc.
Attn: Privacy
Officer,
21 Bishop Hollow
Road,
Newtown Square, PA
19073, USA
Recent Changes to the Orbius Terms of Service
|
June 1st,
2008:
|
Initial Privacy Policy at Launch
|