Last updated: September 2025

 

1) Agreement

This Terms of Service Agreement (the “Agreement”) is entered into on the date of your acceptance (the “Effective Date”) by and between Orbit Accountants (“Orbit,” “we,” “our”) and the registered client or user (“Client,” “you”). Orbit and Client may each be referred to as a “party” and together as the “parties.”

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE AND/OR THE SERVICES. BY ACCESSING THE WEBSITE OR USING THE SERVICES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS THE WEBSITE AND/OR USE THE SERVICES.

You acknowledge and agree that the Services (as defined in your Engagement) and any related communications with us are not a substitute for and do not include legal, tax, financial, real estate, healthcare, or other forms of licensed professional advice outside the scope of bookkeeping (also catch-up bookkeeping), payroll, tax compliance, and fractional CFO services we expressly provide.

We provide the Services at the request of the Client, and/or under the direction of, your management. You/Your management remains responsible for all management decisions and functions, including setting policies, evaluating the reasonableness of assumptions, and implementing any findings or recommendations from the Services. We may rely on instructions we reasonably believe are authorized and are not liable for acting upon such instructions. You are solely responsible for the legality and appropriateness of your instructions to us, and we are not obligated to identify or offer additional services beyond those in the Engagement.

We prepare deliverables resulting from the Services for use by you or your management. In preparing deliverables, you agree that we (a) do not have an obligation to independently verify the accuracy or completeness of information provided by you or third parties, and (b) are not required to update deliverables if facts change, unless expressly stated in the Engagement. If you choose to share any deliverable with third parties, that presentation must be made solely by you and not by or on behalf of Orbit.

Orbit is not a certified public accounting firm and does not provide services that require a license to practice public accounting. Orbit is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by AICPA rules. The Services fulfilled by Orbit do not include, and you will not rely on them for:

(i) audit, attest, examination, verification, investigation, certification, presentation, or review of financial transactions or accounting records;

(ii) independent advice relating to accounting procedures or to the recording, presentation, or certification of financial information or data;

(iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, or other financial, accounting, or related documents intended for publication, credit applications, court filings, or governmental submissions; or (iv) legal or regulatory advice regarding any of your business practices, including their appropriateness or legality. Unless expressly included in your Engagement, our Services also do not include tax advice or tax return preparation, though we may provide bookkeeping assistance to your tax preparer or offer separate tax compliance services. You should seek duly licensed professionals for any of the foregoing. In compliance with applicable law and professional standards regarding auditor independence, we cannot (and do not) make any representation or warranty whether your financial records are compliant with GAAP, IFRS, or any other accounting standards or rules.

 

2) Scope of services

Orbit will perform the services described in the Engagement with reasonable skill and care, in accordance with applicable professional standards for bookkeeping and accounting support services. The scope of our work is defined by the Engagement, and you acknowledge that the quality and timeliness of our services depend on the accuracy and completeness of the information you provide. Unless expressly stated otherwise in the Engagement, our services do not include audit, review, attestation, assurance, or legal services, and you agree not to represent otherwise to third parties. Deliverables are limited to financial reports, tax filings, payroll outputs, or other work products specifically agreed in writing, and you remain responsible for reviewing and approving all filings or submissions before they are finalized or provided to regulators.

 

3) Client responsibilities

(i) Responsibility for Use. You acknowledge and agree that you are responsible for all uses of the Services, all information provided to Orbit, all reporting based on the Services, and all acts or omissions that occur in connection with your account.

(ii) Account Information and Responsibility. You agree to provide and maintain true, accurate, current, and complete account information, including company name, address, telephone number, and email address. You are responsible for safeguarding your account credentials, including your password, and for all activity under your account. You must notify Orbit immediately of any unauthorized use or breach of security. You may not use another person’s account or credentials, nor attempt to gain unauthorized access to the Services. Any such attempt may result in termination without refund. You agree to provide accurate billing information and update it as needed.

(iii) User Access. You shall permit only authorized users to access and use the Services on your behalf and in accordance with this Agreement. You remain responsible and liable for any act or omission of an authorized user that would constitute a breach of this Agreement if committed by you.

(iv) Prohibited Uses. You may not use any automated or manual process to access, copy, probe, test, or monitor any portion of the Services except as expressly authorized. You agree not to take actions that impose an unreasonable or disproportionate load on Orbit’s systems or networks.

(v) Right to Terminate. Orbit may, at any time and in its sole discretion, suspend or terminate your access to the Services and your account for reasons including but not limited to: attempts to gain unauthorized access; attempts to bypass security measures; discontinuance or material modification of the Services; violation of these Terms; suspected or actual infringement; operational difficulties; or requests from law enforcement or regulators. Orbit will not be liable to you or any third party for such termination.

(vi) Financial Access and Fraud. To enable Orbit to perform the Services, you may be required to provide login access to financial institutions or related platforms. Orbit is not responsible for the security of your accounts or for monitoring suspicious activity or fraud. You remain solely responsible for monitoring your bank and credit card activity and reporting fraudulent activity to your financial institution.

(vii) Compliance Obligations. You are solely responsible for complying with all laws, taxes, and tariffs applicable to your business operations. You agree to hold harmless and indemnify Orbit from claims, suits, or penalties relating to such compliance obligations.

(viii) System Requirements. You are responsible for meeting the minimum system requirements for use of the Services, including Internet access and compatible software and hardware that meet security and performance requirements.

(ix) Provision of Materials. You are responsible for collecting, organizing, and providing to Orbit all data, documents, and materials required under your Engagement or requested by Orbit in writing. Required data must be uploaded on a timely basis (at least monthly) to allow Orbit to provide current and meaningful Services. Your failure to provide timely information may delay or impede our Services, and Orbit has no liability for such delay. Your obligation to pay fees is not excused by your failure to comply with these responsibilities.

(x) User Training. You are responsible for ensuring that your users are properly trained to use the Services, including any training reasonably required by Orbit.

 

4) Fees and payments

You agree to pay all fees in accordance with the fee schedule or pricing plan set forth in your Engagement. All payments are due and payable on the due date designated on the invoice, unless otherwise specified in the Engagement.

If your Engagement provides for a non-refundable retainer or upfront payment, such amounts are due in advance upon receipt of an invoice. For other Services, initial deposits, setup fees, or the first month’s fees may be required upon the Effective Date before commencement of Services. Thereafter, Services may be billed on a recurring basis using the payment method you provide, which may include credit card, debit card, wire transfer, or electronic payment. You are responsible for keeping your billing information current and accurate.

Unless otherwise agreed in writing, scheduled meetings that you fail to cancel or reschedule with reasonable advance notice may be billed at Orbit’s discretion. All Services rendered are considered completed and accepted unless you provide written notice disputing the Services within thirty (30) days after payment. Failure to raise a dispute within that time constitutes acceptance of the Services.

Past-due amounts may accrue interest, late fees, or result in suspension of Services. All fees are exclusive of applicable taxes and government filing fees, which remain your responsibility.

 

5) Term, termination, and suspension

• The term of this Agreement will be as set forth in your Engagement or pricing plan. Unless otherwise stated in the Engagement, the Agreement will automatically renew for successive periods unless either party provides written notice of non-renewal before the end of the then-current term. Pricing during any renewal term may be adjusted upon notice.
• Either party may terminate this Agreement or suspend Services upon written notice, subject to the terms of the Engagement. Fees that are designated as non-refundable, retainers, or similar amounts are not refundable. Unless otherwise provided in the Engagement, prepayments may be applied on a prorated basis for Services not yet rendered.
• Effect of Termination. Upon termination, all outstanding fees remain payable, and Orbit will have no further obligation to provide Services except as expressly stated in the Engagement. Transition assistance or additional support following termination will only be provided if separately agreed in writing. Any rights or obligations intended to survive termination (including confidentiality, limitations of liability, and indemnification) shall remain in effect.
• Suspension of Services. Orbit may suspend Services if you fail to pay amounts due, breach this Agreement, or if continued performance would cause harm or legal risk to Orbit or others. Suspension does not relieve you of payment obligations. Orbit is not liable for liabilities, claims, or expenses resulting from suspension or downtime due to nonpayment, breach, or events outside Orbit’s reasonable control (including force majeure events).
• Client Responsibilities Upon Termination. Upon termination or discontinuation of Services, you are responsible for securing your own records, terminating or changing access credentials provided to Orbit, and ensuring that access to third-party accounts and systems is appropriately managed.

 

6) Deliverables and intellectual property

As between the parties, you own all client data and all deliverables we create specifically for you (e.g., financial reports, filings, payroll outputs). We retain ownership of our underlying tools, templates, methods, and know-how. We grant you a perpetual, worldwide, royalty-free license to use our tools, templates, and other pre-existing materials solely as embedded in the deliverables. Except for this license, we grant no rights in our marks or brand assets.

You shall not claim any right, title, or interest in or to the Orbit trade name, logo, trademark, or other identifying symbols, and shall not use the same except with our express written permission.

All (a) patents, copyrights, database rights, trademarks, trade names, designs, know-how, and invention disclosures (whether registered or unregistered); (b) applications, reissues, confirmations, renewals, extensions, divisions, or continuations for any of these rights; and (c) all other intellectual property rights and similar forms of worldwide protection (“Intellectual Property Rights”) in and to the Services, deliverables, and related materials are owned by Orbit or Orbit’s licensors. Neither this Agreement nor your access to the Services transfers to you or any third party any rights, title, or interest in such Intellectual Property Rights, except for the limited access rights expressly set forth in this section. Orbit and its licensors and suppliers reserve all rights not granted. There are no implied licenses under this Agreement.

 

7) Confidentiality

7.1 Confidential Information Defined

“Confidential Information” means information of one party (or its affiliates) disclosed to the other party (“recipient”) pursuant to this Agreement that is marked as confidential or would reasonably be considered confidential under the circumstances. Client data and login credentials are deemed your Confidential Information. Confidential Information does not include information that (i) was known to the recipient without a confidentiality obligation prior to disclosure, (ii) is independently developed by the recipient without use of the other party’s Confidential Information, (iii) is rightfully obtained from a third party without confidentiality obligations, or (iv) becomes publicly known through no fault of the recipient.

7.2 Non-use and Non-disclosure Obligations

The recipient will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement and will use reasonable care to protect against unauthorized disclosure to any parties other than the recipient’s employees, contractors, or advisers (“Delegates”) who have a need to know and are subject to confidentiality obligations at least as protective as those in this Agreement. The recipient remains responsible for its Delegates’ compliance.

7.3 Permitted Disclosure

The recipient may disclose the other party’s Confidential Information (a) in accordance with legal process, subject to Section 7.3.2 (Legal Process Notification); (b) with the other party’s prior written consent; or (c) as necessary to perform obligations or enforce rights under this Agreement.

7.3.2 Legal Process Notification

The recipient will use commercially reasonable efforts to notify the other party before disclosing Confidential Information under legal process, unless prohibited by law.

7.3.3 Opposition

The recipient will comply, at the other party’s expense, with reasonable requests to oppose disclosure of Confidential Information pursuant to legal process.

7.3.4 Expenses of Production

If you request that Orbit, or if Orbit is required by law or legal process in a proceeding to which Orbit is not a named party, produce documents, personnel, or information relating to the Services, you agree to reimburse Orbit for its professional time (at standard hourly rates) and expenses, including reasonable attorneys’ fees, incurred in complying with such requests.

7.4 Injunctive Relief

The parties agree that a breach of confidentiality obligations may cause irreparable harm not adequately remedied by monetary damages. Accordingly, the non-breaching party may seek injunctive relief for any threatened or actual breach without the need to prove damages or post bond.

7.5 Third-Party Infrastructure

The Services may operate over the internet using networks and systems partly outside of Orbit’s control. Orbit’s obligations in Section 7.2 apply only to networks and equipment within its control, and Orbit is not responsible for delays, loss, interception, or alteration of Confidential Information across networks or infrastructure beyond its control.

 

8) Data protection and privacy

Orbit will process personal information in accordance with its Privacy Policy, which forms part of this Agreement. For services involving personal data, you are deemed the controller and Orbit acts as processor, unless otherwise specified in the Engagement. Additional data processing agreements may be executed if required by applicable law. You acknowledge that use of the Website is also subject to our Privacy Policy, which describes how cookies, analytics, and tracking technologies are used. You are responsible for ensuring that you have the necessary rights and consents to provide personal data to Orbit for processing.

 

9) Security

Orbit maintains commercially reasonable technical and organizational safeguards designed to protect data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Such safeguards include encryption, access controls, monitoring, and regular testing. You remain responsible for protecting your own networks, systems, and credentials, and for reviewing and approving all filings, returns, and payments before submission.

 

10) Acceptable use

You may not use our services:

• For unlawful, fraudulent, or deceptive purposes
• To transmit viruses, malware, or harmful code
• To engage in activities restricted by U.S. sanctions or export controls

We may suspend or terminate services for violations of this section.

11) Third-party services

Our services may require integration with third-party platforms (e.g., accounting software, banks, tax agencies). Those services are subject to their own terms and Orbit is not responsible for their performance.

 

12) Warranties and disclaimers

Orbit represents and warrants that the Services will be provided in a professional manner consistent with general industry standards and that the Services will perform substantially in accordance with any documentation provided by Orbit. Orbit does not guarantee that the Services will be error-free or uninterrupted, or that all errors will be corrected. You acknowledge that Orbit does not control the transfer of data over communications facilities, including the Internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by Orbit with respect to this Agreement. Neither Orbit nor its licensors or suppliers warrant or guarantee that the operation of the Services will be uninterrupted, virus-free, or error-free, and neither Orbit nor its service providers shall be responsible or liable for any unauthorized alteration, theft, or destruction of your data, files, or programs. Your exclusive remedy for any breach of warranty is governed and limited by this Agreement.

Orbit expressly disclaims any and all other conditions, representations, warranties, or terms, whether express or implied, including but not limited to any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

If information provided to Orbit in connection with the Services appears unusual or out of the ordinary, Orbit may, but is not required to, bring such situation to your attention. Orbit is not responsible for the discovery of any errors, irregularities, or fraud committed by you or others with whom you conduct business. Although Orbit will exercise reasonable care in the preparation of materials, the information and data compiled is based upon client-provided information and Orbit does not guarantee the accuracy of such information. Orbit is not responsible for any errors or oversights in your reporting through the Services. Reports and information compiled by Orbit are prepared exclusively for your use and not for the use of any third party.

 

13) Limitation of liability

THE CONSIDERATION CHARGED FOR THE SERVICES DOES NOT INCLUDE ANY CONSIDERATION FOR THE ASSUMPTION BY ORBIT OF THE RISK OF YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ORBIT OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE), ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF ORBIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (i) AMOUNTS DUE TO ORBIT UNDER THIS AGREEMENT, AND (ii) THE INDEMNITY OBLIGATIONS EXPRESSLY SET FORTH HEREIN, THE MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE NONCONFORMING SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM.

The parties acknowledge that the limitations set forth in this Section are an essential basis of the bargain and have been taken into account in determining the fees charged for the Services. If Orbit were to assume greater liability, such fees would have been substantially higher. Some states or jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, so the above limitations may not apply to you.

 

14) Indemnification

14.1 Indemnification by You

You shall defend, indemnify, and hold harmless Orbit and its affiliates, employees, officers, directors, consultants, representatives, and agents from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) your use of and/or Orbit’s provision of the Services (except to the extent arising directly from Orbit’s gross negligence or willful misconduct); (b) your violation of this Agreement that injures any third party; (c) any content, information, or materials provided by you; or (d) infringement by you, or any third party using your account, of any intellectual property or other rights of a third party. Orbit reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to reasonably assist and cooperate with Orbit in asserting any available defenses.

14.2 Procedure

In the event of a potential indemnity obligation, the indemnified party (You) shall provide to the indemnifying party (Orbit): (i) prompt written notice of the claim or known threatened claim, such that the indemnifying party’s ability to defend is not prejudiced; and (ii) control of, and reasonable assistance in, the defense and settlement of the claim, at the indemnifying party’s expense. Without the prior written consent of the indemnified party, the indemnifying party shall not settle or consent to an adverse judgment in any claim that materially affects the rights or interests of, or imposes additional obligations on, the indemnified party.

 

15) Compliance with laws

Both parties will comply with applicable laws, including anti-bribery, AML, export controls, and sanctions. Orbit may suspend or terminate services if required to comply with law.

 

16) Non-solicitation

From commencement of your business relationship with Orbit and continuing for a period of twelve (12) months after your business relationship with Orbit ends, you, your affiliates, or agents shall not, directly or indirectly, solicit, offer employment or engagement in any full-time, part-time, or contractor capacity to, interfere with, or otherwise disrupt the business relationship of current or former employees, contractors, vendors, agents, or other representatives of Orbit. This restriction applies to all current individuals and entities in these roles, as well as to those who held such roles with Orbit within the preceding twenty-four (24) months. You also shall not encourage any of these individuals or entities to terminate or alter their relationship with Orbit.

In addition to any other damages to which Orbit may be entitled at law or in equity, any breach of this section will result in liquidated damages equal to fifty percent (50%) of the higher of either (a) the aggregate compensation (including bonuses and cost of benefits) paid to such employee, contractor, vendor, agent, or other representative during the preceding fiscal year, or (b) the aggregate compensation paid to such person during the current fiscal year, annualized for a full year’s compensation. The parties agree that these liquidated damages provision represents a fair estimate of potential harm and is not intended as a penalty, as the actual costs and damages incurred by Orbit may be difficult to determine.

You also shall not solicit any of our other clients or users to use products or services that are competitive with the Services.

 

17) Notices

Notices must be in writing and delivered to the contact in the Engagement, with a copy to support@orbitaccountants.com. Email notices are sufficient.

 

18) Changes to terms

From time-to-time Orbit may amend these Terms. We will notify you of any material changes by email or posting a notice on our website or client portal. Continued use of the Services after such notice constitutes your acceptance of the revised Terms. If you notify us in writing within thirty (30) days that a change materially and adversely affects you and we cannot reasonably accommodate your objection, the prior Terms will continue to apply until the expiration of your then-current Engagement, after which the updated Terms will govern.

 

19) Governing law and disputes

19.1 Governing Law

The Agreement and any controversy arising out of or relating to it shall be governed in accordance with the laws of the State of California and any controlling U.S. federal law, including the Federal Arbitration Act, without regard to conflict of law principles.

19.2 Disputes

Informal Resolution. Before initiating arbitration, you and Orbit agree to first attempt to resolve any dispute or claim arising out of or relating to this Agreement or the Services by providing written notice to the other party in accordance with the Notice provisions of this Agreement. Each party will have thirty (30) days from receipt of such notice to attempt in good faith to resolve the dispute informally. If the dispute is not resolved within thirty (30) days, either party may commence arbitration as set forth below.

Agreement to Arbitrate. Except as expressly provided in the “Exceptions” section below, any dispute, controversy, or claim arising out of or relating to this Agreement, the Services, or your relationship with Orbit shall be resolved, unless communicated otherwise by Orbit, through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. §1 et seq.) and conducted before a single arbitrator. The arbitration will be held in San Francisco, California, unless both parties agree in writing to an alternative location. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Exceptions. Notwithstanding the foregoing:

1. Either party may bring an action in a court of competent jurisdiction solely for injunctive or equitable relief (a) to prevent or stop unauthorized access, use, or disclosure of Confidential Information; (b) to prevent infringement or misappropriation of intellectual property rights; or (c) to enforce non-solicitation or other restrictive covenants.
2. Either party may bring claims that fall within the jurisdiction of a small claims court in such court.

Waiver of Jury Trial and Class Actions. Each party acknowledges and agrees that, to the fullest extent permitted by law, arbitration shall be conducted only on an individual basis. Class, collective, consolidated, or representative actions are not permitted. Each party waives the right to a jury trial or to participate in a class action or other representative proceeding.

 

20) General provisions

20.1 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

20.2 Assignment. You may not assign this Agreement or your rights or obligations without Orbit’s prior written consent. Orbit may assign this Agreement in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

20.3 Electronic Notices. We may communicate with you via email to the address associated with your account or through the Orbit client portal. It is your responsibility to keep your contact information current to receive notices.

20.4 Entire Agreement; Amendments. This Agreement (including your Engagement and referenced policies) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous discussions, negotiations, and agreements. Any amendment must be in writing, expressly state that it is an amendment, and be signed by both parties, unless otherwise permitted herein.

20.7 Order of Precedence; Interpretation. If there is a direct conflict between these Terms and the Engagement, the Engagement will govern. Headings are for convenience only. This Agreement shall not be interpreted against the drafter.

20.8 Third-Party Beneficiaries. Except as expressly provided, no third party has rights under this Agreement. All Services are provided solely for your internal business use.

20.9 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship. Neither party may bind the other without express written authorization.

20.10 Publicity. You agree that Orbit may use your name and logo in client lists, proposals, and marketing materials on equal footing with other clients, unless you notify us in writing to restrict such use. Neither party may make other public statements regarding this Agreement without prior written consent.

20.11 Compliance with Laws. Each party will comply with applicable U.S. export control laws, sanctions, and other regulations. You represent that you are not located in a country subject to U.S. embargo or on any restricted party list. You must promptly notify us if compliance requirements (such as HIPAA or industry-specific obligations) become applicable.

20.12 Unfair Competition. You may not use the Services or deliverables to build a competitive product or service or to benchmark against non-Orbit offerings.

20.13 Waiver. A party’s failure or delay to exercise a right does not waive that right. Waivers must be in writing and signed by the waiving party.

20.14 Force Majeure. Except for payment obligations, neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, or government actions.

20.15 Typographical Errors. If a Service is listed at an incorrect price due to typographical or supplier error, Orbit reserves the right to refuse or cancel any order placed at the incorrect price. If you have already paid, we will promptly refund the incorrect amount.