Customer Terms of Service

These Terms are an agreement between you and Constructr, Inc., a Delaware corporation whose registered address is 1484 Pollard Rd, #3006, Los Gatos, CA 95032, USA. Orbital is a product of Constructr, Inc. In these Terms, "Orbital", "we", "us" and "our" mean Constructr, Inc.

Please read Sections 12, 13 and 14 carefully. They limit what we promise and what we pay if something goes wrong.

1. What these Terms cover, and who they bind

Orbital has two kinds of reader and this section says which parts apply to each.

If you are only browsing withorbital.ai - reading pages, following links, submitting a demo or contact form - then only these apply to you: this Section 1, Section 2 (Eligibility), Section 10 (Acceptable use), Section 11 (Our intellectual property), Section 12 (Warranties), Section 13 (Limitation of liability), Section 17 (Governing law and disputes) and Section 20 (General). Nothing else does. You are not buying anything and you owe us no fees.

If you have an Orbital account, or you use the Services on behalf of an organisation that has one, all of these Terms apply.

If your organisation has signed an order form, a master agreement or an enterprise agreement with us, that document governs and these Terms fill the gaps. Where they conflict, the signed document wins on the subject it covers.

If you are accepting on behalf of an organisation, you are confirming you have authority to bind it, and "you" means that organisation.

Documents that form part of these Terms. Each of these is incorporated by reference and you should read them as part of this agreement:

our Privacy Policy at /privacy
our Acceptable Use Policy at /acceptable-use, which covers how agents may and may not be used
our AI and Agent Terms at /ai-terms, which cover model providers, model training, agent authority, agent logging and who is responsible for an action an agent takes
our Data Processing Addendum at /dpa, where it applies to you

Where the Data Processing Addendum conflicts with these Terms about the processing of personal data, the Data Processing Addendum governs. Where the AI and Agent Terms conflict with these Terms about agent behaviour, model providers or training, the AI and Agent Terms govern.

2. Eligibility and your account

You must be at least 16 and able to enter into a contract.
Give us accurate registration information and keep it current.
You are responsible for your credentials and for what happens under your account. Tell us promptly at security@withorbital.ai if you think an account has been compromised.
If you hold an administrator role in an organisation's workspace, you are responsible for the members you invite, the roles you give them, the connectors you enable and the agent permissions you grant.

3. Definitions

Agent - an AI coworker configured in the Services to carry out work, including by calling tools and acting in systems you connect.

Agent Run - a single execution of an Agent against a Task or Goal, including everything it does during that execution.

Approval Gate - a configured checkpoint at which an Agent must obtain a person's approval before taking a specified action.

Artifact - a file, document, record or other durable item an Agent produces.

Connector - a configured integration between the Services and a system you control or subscribe to.

Customer Data - everything you or your users put into, connect to, or generate in the Services: goals, projects, tasks, prompts and instructions, files, Outputs, Artifacts, agent configurations, skills, and data an Agent reads from or writes to a Connector. It does not include Service Data.

Documentation - the product documentation we publish for the Services.

Goal, Project, Task - the units of work you define in the Services, and into which the Orchestrator decomposes work.

Orchestrator - the part of the Services that turns a Goal into assigned Tasks and coordinates Agents and Runtimes to carry them out.

Output - text, code, analysis, messages, Artifacts or other material an Agent produces from Customer Data.

Policy - a rule set you configure that defines which actions an Agent may take, in which systems, within which limits.

Runtime - an execution environment in which an Agent runs, whether provided by us or by a third party.

Service Data - data we generate or collect to operate, secure, bill and improve the Services, including telemetry, logs, metadata about Agent Runs, and usage and cost records.

Services - the Orbital platform, the website, the web and desktop apps, the APIs and SDKs, the Documentation, and support.

Tool Call - a request an Agent makes to a tool, Connector or external system during an Agent Run.

Workspace - the organisational container in which your users, Agents, Connectors, Policies and Customer Data sit.

4. The Services, and changes to them

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your own internal business purposes, and to provide services to your own clients, subject to these Terms and your plan limits.

We may change, add to or discontinue features. If we discontinue or materially reduce a feature you are paying for, we will give you 30 days' notice by email or in-product. We may apply updates automatically.

Beta features. We may label a feature beta, preview or experimental. Those are provided as-is, may change or disappear, and are excluded from any service-level commitment and from Section 12's warranty.

Availability. Unless your signed agreement says otherwise, the Services come with no service-level commitment. Any availability or response figure we mention elsewhere is a target, not a promise.

Where access may be restricted. We may restrict access where the law requires it, including sanctions and export-controlled jurisdictions. You must comply with applicable export, import and sanctions law, and you confirm you are not located in a sanctioned country and not on a restricted-party list.

5. Fees, plans and payment

Plans. We offer free and paid plans, billed monthly or annually, some with usage-based components. Trials convert to paid unless you cancel before the trial ends. Subscriptions renew automatically unless you cancel before the renewal date.
Payment. You agree to pay all fees, usage charges and overages for your plan, plus applicable taxes. Fees exclude taxes; you are responsible for taxes other than our own income taxes.
Late or failed payment. If payment fails or is overdue we may suspend access after giving you 10 days' notice.
Price changes. We may change prices with effect from your next renewal, with 30 days' notice.
Refunds. Fees are non-refundable except where we expressly offer a refund or a money-back guarantee, or where the law requires one.
Spend limits. Where the Services offer budget controls or spend limits, you are responsible for configuring them; see Section 6.

6. Plan limits and spend controls

Your plan sets limits on your use of the Services, such as concurrent runs, token or inference spend, storage, connector calls and agent count. Where the Services offer budget controls or spend limits, you are responsible for configuring them. What happens when a run reaches a limit depends on your configuration, so test a limit-triggered run before you rely on it. We may apply rate limits to protect the Services and our other customers.

7. Your data, and the rights each of us has in it

7.1 You own your data

As between you and us, you own your Customer Data, including your Outputs and Artifacts. We claim no ownership in it. You own or have the rights you need in the Customer Data you bring, and you are responsible for it being lawful.

We own the Services themselves, our software, models we develop, the Documentation, our trade marks, and Service Data. Rights we do not expressly grant are reserved.

7.2 The licence you give us

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and otherwise use your Customer Data only as needed to:

provide the Services to you and your users, including running Agents and executing Tool Calls you have configured;
keep the Services secure, and prevent, detect and investigate abuse and security incidents;
provide support you request;
comply with law;
improve your own Agents, evaluations and configurations within the scope agreed with you, on the terms in Section 7.2.1; and
do anything else you instruct us to do.

This licence lasts as long as we hold your Customer Data and ends when we delete it. It is granted to us and to the sub-processors listed at /subprocessors, for these purposes only.

7.2.1 Model training, and what this licence does and does not allow

Our full position is set out at /ai-terms#training and described at /privacy §6.2. It has three tiers, and that document governs. So far as this licence is concerned:

We will not use your Customer Data to train, fine-tune or otherwise improve any model that serves other customers, unless you have given us explicit, separately documented opt-in. "Separately documented" means a distinct, recorded act by someone with authority at your organisation - accepting these Terms is not such an act, and nothing in these Terms operates as that opt-in.
Purpose 5 above permits customer-specific improvement only. Where we use your Customer Data to improve your own Agents, evaluations and configurations, we will not share customer-specific learning across tenants: what is learned from your data stays with your Workspace and is not transferred to, surfaced in, or used to benefit another customer's agents, models or configurations.
Anonymized operational telemetry is Service Data, not Customer Data, and it is not licensed to us under this Section - we own it under Section 7.1. It describes how the platform ran - timings, token counts, model and tool selection, success and failure, error codes, retries, cost - and it excludes your prompts, instructions, Outputs, Artifacts, files and anything an Agent read from a Connector. We may use it to improve orchestration, model routing, token efficiency, reliability and cost. We do not use it to train models on your material.

If you give and later withdraw a Tier 1 opt-in, the withdrawal applies going forward; it does not reach back into a model already trained.

7.3 Feedback

If you send us suggestions or feedback about the Services, we may use them without restriction or payment. We will not identify you as the source without your permission.

7.4 Confidentiality

Each of us may receive confidential information from the other. Confidential Information means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information. Non-public information about the Services, including pricing, product plans and security documentation, is ours.

Each party will:

use the other's Confidential Information only to perform this agreement or exercise rights under it;
protect it with at least the care it uses for its own confidential information, and no less than reasonable care; and
disclose it only to employees, contractors, advisers and sub-processors who need it and who are bound by confidentiality obligations at least as protective.

This does not apply to information that is or becomes public without a breach of this clause, that the receiving party already had without a duty of confidence, that it develops independently, or that it lawfully receives from someone else without a duty of confidence.

If a party is legally compelled to disclose the other's Confidential Information, it may do so, but it will give the other party prompt notice where the law allows, so that party can seek protection.

These obligations continue for three years after disclosure, and indefinitely for trade secrets and for Customer Data.

7.5 Export on termination

While your account is active you can ask us for an export of your Customer Data at any time. When your subscription ends, you may request an export within 30 days of the termination date, and we will provide your Customer Data in a machine-readable format, such as JSON and common file formats, within 30 days of your request.

7.6 Data protection

Our Privacy Policy at /privacy explains how we handle personal information. Where we process personal data on your behalf, our Data Processing Addendum at /dpa applies and governs any conflict with these Terms on that subject.

Protected health information is out of scope. The Services are not designed for protected health information under HIPAA, we do not offer a Business Associate Agreement, and you must not submit protected health information.

8. Connectors, credentials and systems you connect

When you connect a system, you are authorising Agents to reach it within the scopes and Policies you configure.

You decide the scope. You are responsible for which systems you connect, which scopes you grant, which Policies you set, which actions require an Approval Gate, and which of your people hold which roles.
You must have the right to connect it. You confirm you are permitted to connect each system and to allow us to process the data in it.
We use the access as configured. We use credentials only to perform the work your configuration calls for, to keep the connection working, and to secure it. How we store and revoke them is described at /privacy.
Third-party systems are governed by their own terms. We are not responsible for a connected system's availability, security, data handling or compliance, and connecting it may be subject to your agreement with that provider.
Revocation is yours. You can disconnect a system at any time, and you should when access is no longer needed.

9. Agents, Outputs and your responsibility for configuration

Agents act. That makes this section the most important one in these Terms, and the detail lives at /ai-terms.

You configure the authority. An Agent's authority comes from the Policies, permission scopes, Approval Gates and Connectors you configure. You are responsible for configuring them appropriately for the systems and data involved, and for testing them before you widen access.
Outputs need review. Outputs may be incorrect, incomplete, out of date or unsuitable. You are responsible for reviewing and validating an Output before relying on it, and for any decision you make on the basis of one.
Actions have real effects. Where you configure an Agent to act in a system - writing data, sending a message, changing a record, spending money - those actions have real consequences. You are responsible for deciding which actions an Agent may take without a person's approval.
People stay accountable. You must comply with the human-oversight obligations in our Acceptable Use Policy at /acceptable-use.
Allocation of responsibility. How responsibility is allocated between you and us for an action an Agent takes in a system you connect is set out at /ai-terms.

10. Acceptable use

You must use the Services in line with our Acceptable Use Policy at /acceptable-use, which forms part of these Terms and covers both platform misuse and how Agents may be used.

At a minimum, you must not use the Services to break the law, infringe anyone's rights, invade privacy, distribute malware, attempt unauthorised access, or circumvent our security, rate limits or technical restrictions. You must not reverse engineer the Services, resell or white-label them, remove proprietary notices, or use them to build a competing service.

We may investigate suspected violations and may suspend access where we reasonably need to in order to protect the Services, our other customers or third parties. Where we suspend without terminating, we will tell you why and what you need to do.

11. Our intellectual property, and third-party components

The Services, our software and our trade marks are ours or our licensors'. You may not use our name or marks without permission, except to state factually that you use the Services.

Some components are provided under open-source licences. Where an open-source licence conflicts with these Terms for that component, the open-source licence governs it.

12. Warranties and disclaimers

What we warrant. We warrant that we will provide the Services with reasonable skill and care, and in line with the Documentation in all material respects. If we breach this warranty, tell us, and we will use reasonable efforts to correct the problem - that is your exclusive remedy for a breach of this warranty, other than your termination rights in Section 16.

What we do not warrant. Apart from that warranty, and to the fullest extent the law allows, the Services and all Outputs are provided "as is" and "as available". We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted operation.

Specifically, we do not warrant that:

an Output will be accurate, complete, current, original or fit for your purpose;
an Agent will interpret an instruction as you intended;
an Agent will complete a Task, or complete it in the way you expected;
the Services will be uninterrupted or error-free; or
the Services will meet a legal or regulatory requirement that applies to you.

You acknowledge that the Services use AI models, including third-party models, that AI output is probabilistic and can be wrong in ways that are hard to predict, and that you are responsible for human review proportionate to the consequences of the action or decision involved.

We do not warrant any certification or framework status. Our security posture, and the current status of any audit or examination, are described factually at /security. Those descriptions are not warranties and are not incorporated into these Terms. Nothing in these Terms is a representation that we hold, or will obtain by any date, a SOC 2 report, an ISO certification or any similar attestation.

13. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, punitive or exemplary damages, or for lost profits, revenue, goodwill or anticipated savings, even if told such damages were possible.

Each party's total liability arising out of or relating to these Terms or the Services is limited to the total fees you paid or owed us for the Services in the 12 months before the event giving rise to the liability.

These limits do not apply to liability that cannot be limited by law, to your indemnity obligations under Section 14.1, to a breach of Section 7.4 (Confidentiality), to a party's gross negligence, fraud or wilful misconduct, or to your obligation to pay fees. Each party's total liability for a breach of its data-protection obligations under these Terms or the Data Processing Addendum is limited to two times the amount in the paragraph above. They apply in aggregate across all claims, and the existence of more than one claim does not raise the cap.

14. Indemnities

14.1 You indemnify us

You will defend us and our officers, employees and agents against third-party claims arising from: (a) your Customer Data; (b) your use or configuration of the Services, including an action an Agent took within the authority you configured; (c) your breach of these Terms or the Acceptable Use Policy; or (d) your breach of law or infringement of a third party's rights. You will pay damages and costs finally awarded, or agreed in a settlement we approve, including reasonable legal fees.

14.2 We indemnify you for intellectual-property claims

We will defend you against a third-party claim that the Services, as we provide them, infringe that third party's patent, copyright, trade mark or trade secret, and we will pay damages and costs finally awarded, or agreed in a settlement we approve.

This does not apply to a claim arising from: your Customer Data; an Output, to the extent the claim arises from your instructions or your Customer Data; your use of the Services in breach of these Terms or the Acceptable Use Policy; your combination of the Services with something we did not provide, where the claim would not have arisen otherwise; a modification you made; or your continued use of a version after we gave you a non-infringing alternative.

If a claim is made, we may at our option procure the right for you to keep using the Services, modify them so they are non-infringing, or if neither is commercially reasonable, terminate the affected Services and refund fees you prepaid for the unused period.

Our total liability under this Section 14.2 is subject to the cap in Section 13.

14.3 How indemnities work

The party seeking indemnity will notify the other promptly, let it control the defence, and give reasonable cooperation at the indemnifying party's expense. A delay in notice reduces the obligation only to the extent it prejudiced the defence. Neither party will settle a claim in a way that imposes an obligation or admission on the other without consent.

15. Suspension

We may suspend your access, or a specific Agent, Connector or Workspace, where: you are materially in breach; you have not paid; we reasonably believe there is a security risk, unlawful activity or a threat to the Services or others; or the law requires it.

We will give you notice before suspending where we reasonably can, and we will limit a suspension to what is necessary. We will restore access once the cause is resolved.

16. Term and termination

Term. These Terms apply from when you first accept them until your account is closed or your subscription ends.

You may terminate at any time by cancelling in your account or telling us. Unless your signed agreement says otherwise, cancellation takes effect at the end of your current billing period and fees already due remain payable.

We may terminate for your material breach if you have not fixed it within 30 days of our notice, immediately for non-payment that persists after notice, or if we discontinue the Services entirely, with 90 days' notice and a refund of prepaid fees for the unused period.

Either party may terminate immediately if the other becomes insolvent or enters an equivalent process.

What happens on termination.

Your right to use the Services ends, and Agents stop running.
You can request an export of your Customer Data under Section 7.5.
We will delete or de-identify your Customer Data as described in Section 8 of our Privacy Policy: within 30 days from active systems and within 90 days from backups.
Fees owed up to termination remain payable.
Sections that should survive do: Sections 1, 3, 7.1, 7.3, 7.4, 7.5, 11, 12, 13, 14, 17, 18 and 20, and any other provision that by its nature should survive.

17. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules.

Let's talk first. Before starting formal proceedings, the party with the concern will raise it in writing with the other and both will try in good faith to resolve it within 30 days.

Formal resolution. If we cannot resolve the dispute that way, either of us may bring it in the state or federal courts located in San Francisco County, California, which will have exclusive jurisdiction, and each of us consents to the personal jurisdiction of and venue in those courts.

Either party may ask a court for an injunction to protect its Confidential Information or intellectual property without first following the steps above.

18. Government use

If you are a US government entity, the Services and Documentation are "commercial items" and you receive only the rights in these Terms.

19. Notices

To you. We will send notices to the email address on your account, or by in-product message. Keep your address current.

To us. Send legal notices to legal@withorbital.ai and, where you want them to be formal, also by post to Constructr, Inc., 1484 Pollard Rd, #3006, Los Gatos, CA 95032, USA, marked for the attention of the Legal team.

When a notice counts as received. An email notice is treated as received on the business day after it is sent, unless the sender gets a delivery failure. A posted notice is treated as received five business days after posting.

20. General

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, financing or sale of assets.
Entire agreement. These Terms, together with the documents listed in Section 1 and any order form, are the whole agreement about the Services and replace earlier discussions.
Order of precedence. A signed order form or enterprise agreement, then the Data Processing Addendum on data-protection matters, then the AI and Agent Terms on agent and model matters, then these Terms, then the Acceptable Use Policy and Privacy Policy.
No waiver. Not enforcing a right is not a waiver of it.
Severability. If a provision is unenforceable, the rest stays in effect and the provision is read down to the minimum extent needed.
Force majeure. Neither party is liable for a delay or failure caused by something beyond its reasonable control. This does not excuse paying fees.
No third-party beneficiaries. Nobody other than you and us can enforce these Terms.
Independent parties. Nothing here creates a partnership, agency or employment relationship.
Publicity. We will not use your name or logo as a customer reference without your prior written consent.

21. Changes to these Terms

We may change these Terms. We will post the updated version with a new effective date, and for changes that materially affect your rights or obligations we will give you at least 30 days' notice by email to account owners or by in-product message before they take effect.

If you keep using the Services after a change takes effect, the updated Terms apply to you. If you do not accept a material change, you may terminate before it takes effect and we will refund prepaid fees for the unused period. Changes do not apply retroactively to a dispute that has already arisen.

We keep dated copies of previous versions.

22. Contact

Questions about these Terms: legal@withorbital.ai