Terms of Service

These Terms of Service ("Terms") govern your access to and use of the ORBIT platform, API, and related software (the "Service") provided by Shaping Rooms LLC ("Company," "we," or "us"). ORBIT is a developer and professional tool for governing AI agents. The Service is available to individuals and to organizations. You must be at least eighteen (18) years old and able to form a legally binding contract to use the Service. By clicking "I Agree," creating an account, registering for, or otherwise using the Service, you agree to these Terms and to the ORBIT Privacy Policy, whether you use the Service on your own behalf or on behalf of an organization ("Customer" or "you"). If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" and "you" then refer to that organization. If you do not agree, do not register or use the Service. Organizations that require negotiated or enterprise terms may contact us at legal@orbitauthority.com to enter into a separate written agreement. The Privacy Policy at https://orbitauthority.com/privacy is incorporated into these Terms by reference. In the event of a conflict between these Terms and the Privacy Policy regarding the handling of personal data, the Privacy Policy controls with respect to those data practices.

ORBIT is a runtime AI governance infrastructure platform for the point between an AI agent's proposed action and the execution target. Where an enforcing adapter is installed and online, ORBIT evaluates proposed AI actions against Customer-defined governance policies ("Charters," presented in the product as Agent Policies), issues cryptographic receipts, and conditionally permits or denies execution. Observe-only or unsupported adapter paths may record telemetry or receipts without preventing execution. ORBIT provides specific cryptographic proofs based on the product tier selected by the Customer: Gateway Tier: Records and cryptographically attests that an AI-proposed action was evaluated against the active Charter and that governance was applied before the action was permitted to proceed. Does not verify execution at the commit boundary. Enterprise Tier: Includes the Boundary Pack, which records and cryptographically attests that the exact execution parameters matched the governance authorization at the commit boundary, recording exact-instance integrity evidence. What a receipt does and does not establish is described in Section 3.

ORBIT generates cryptographic, tamper-evident receipts for all governed actions, including denials. Receipts prove: (a) The proposed action was evaluated against the specific active Charter at the timestamp recorded by ORBIT; (b) The governance verdict (allow or deny) was cryptographically signed and tamper-evident after signing, before the execution-permitting signal was issued; (c) The receipt has not been tampered with since it was signed; (d) For denial receipts on a covered enforcing adapter path: the action was blocked on that path and the reason for denial is cryptographically recorded. On observe-only, fail-open, or unsupported adapter paths, a receipt records the returned verdict but does not establish that execution was prevented. Receipts do not prove: (a) That execution actually occurred in the target system (unless utilizing the Enterprise Tier Boundary Pack); (b) That the AI's underlying reasoning was secure or authorized; (c) That the Customer is in compliance with any specific law, framework, or regulation. Receipts are cryptographic evidence, not legal compliance guarantees.

(a) Ownership. As between the parties, Shaping Rooms LLC and its licensors retain all right, title, and interest in and to the Service, including the platform, APIs, cryptographic methods, receipt formats, verification tools, documentation, and all improvements to any of the foregoing. Nothing in these Terms transfers any such right to Customer except the limited right to use the Service under these Terms. Customer retains all right, title, and interest in and to its Charters, policy configurations, and the action content it submits to the Service. (b) License to Company. Customer grants Company a limited, non-exclusive license to host, process, and transmit Customer's Charters and submitted action data solely to provide, operate, secure, and improve the Service, in accordance with the Privacy Policy. (c) Feedback. If Customer provides suggestions, ideas, or other feedback regarding the Service, that feedback is non-confidential, and Customer grants Company a perpetual, irrevocable, royalty-free license to use it without restriction.

The Service enforces governance policies ("Charters," presented in the product as Agent Policies) configured exclusively by the Customer. The Customer is solely responsible for designing, testing, and deploying their Charters. ORBIT enforces these Charters strictly as configured. We make no representations that any Charter is adequate, appropriate, or sufficient for the Customer's specific use case, business requirements, or regulatory environment. Charter design is the Customer's responsibility.

ORBIT evaluates proposed AI actions against the Customer's active Charter and returns a verdict — permit, deny, or escalate (step-up) — and, on covered enforcing adapter paths, conditionally allows or blocks execution accordingly. Customer expressly acknowledges and agrees that Company shall have no liability for any consequence — including business interruption, lost revenue, failed or unauthorized transactions, data changes, or other impact — arising from any action that the Service permitted, denied, or escalated in accordance with the Customer's active Charter as configured by Customer. This includes, without limitation, harm resulting from an action the Charter permitted (for example, a Charter that authorizes an action the Customer later regards as harmful) as well as harm resulting from an action the Charter denied. Failure mode. Enforcing adapters have a documented behavior when ORBIT is unreachable. By default, an enforcing adapter in enforce mode fails closed — it denies the action — falling back to cached rules where available; where a Customer has configured a different default verdict for an adapter, that adapter follows the configured behavior, and observe-only and recovery paths may fail open (read-only). Customer is responsible for selecting, configuring, and testing the failure mode for each adapter, and Customer accepts the configured failure mode and its consequences. Customer is solely responsible for testing its Charters in a non-production setting before deploying them to production. This acknowledgment is a material condition of these Terms.

Customers may export ORBIT cryptographic receipts (.orbitproof files) for use as evidence in internal audits, regulatory proceedings, insurance claims, or litigation. ORBIT receipts may be verified using the verification methods and materials supported by ORBIT for the applicable receipt schema and signer. Company does not warrant perpetual, technology-independent, or infrastructure-independent verification unless expressly stated in an order or plan Customer accepts. Shaping Rooms LLC makes no warranties regarding the legal admissibility, weight, or sufficiency of receipts in any specific jurisdiction or legal proceeding. We will cooperate with reasonable, legally mandated requests to authenticate our cryptographic architecture. We are not responsible for the outcome of any evidentiary proceeding. Cryptographic assumptions. Verification depends on the integrity of the signing keys and on cryptographic assumptions currently believed to hold. Company does not warrant against compromise of signing keys beyond its documented key-rotation procedures, nor against future advances in cryptanalysis that may weaken or defeat the cryptographic methods used.

Upon account termination, Customers may export their governed action records and cryptographic receipts via the ORBIT export API or dashboard. We retain data for as long as the Customer's account is active and as needed to provide the Service and to support audit and compliance needs, or longer where required by applicable law. We delete governed action records and associated personal data upon Customer request or upon account termination, except where a longer retention period is required by applicable law or is needed to support the audit and compliance functions of the Service. Cryptographic receipts are designed to contain hashes and governance metadata rather than raw personal data, and receipts already held by the Customer may be verified after account termination and data deletion using the verification methods and materials supported by ORBIT for the applicable receipt schema and signer. This Section is intended to be consistent with the Data Retention section of the Privacy Policy; in the event of any conflict regarding personal data, the Privacy Policy controls.

Customer is responsible for maintaining the confidentiality of all API keys and administrative credentials. Customer is fully responsible for all activities that occur under their API keys. API keys are presented in full only once at creation and cannot be recovered. If a key is lost, it must be revoked and a new key generated.

Fees for the Service are as described in the plan you select or the order you place. Paid plans may be offered on a recurring (for example, monthly or annual) basis or on a usage-metered basis, as stated at the point of purchase. Auto-renewal and cancellation. Unless otherwise stated at the point of purchase, paid subscriptions automatically renew for successive periods equal to the then-current subscription term, at the then-current rate, and you consent to this recurring billing when you purchase a paid plan. You may cancel a paid plan at any time, and we will make cancellation available through a method at least as easy to use as the method of purchase (for example, through your account settings or by contacting legal@orbitauthority.com). Cancellation takes effect at the end of the then-current paid term, and you retain access through that term. We will provide any renewal reminder or cancellation-notice disclosure required by applicable law. Price and plan changes. We may change fees or plan features for future terms. We will give advance notice of any fee increase before it takes effect, and the change applies only to renewals or new terms after the notice period; if you do not accept a fee increase, your remedy is to cancel before the change takes effect. Refunds, taxes, and non-payment. Except where a refund is required by applicable law, fees are non-refundable. Fees are exclusive of taxes, and Customer is responsible for all applicable taxes other than taxes on Company's net income. We may suspend or downgrade the Service for non-payment after providing any notice required by applicable law.

Customer shall not: (a) Use the Service for any illegal purpose or in violation of applicable law; (b) Reverse engineer, decompile, or attempt to extract the source code or cryptographic mechanisms of the Service; (c) Use the Service to benchmark or develop a competitive product; (d) Attempt to bypass, disable, or circumvent the cryptographic governance mechanisms; (e) Use the Service to process content that violates applicable law or third-party rights; or (f) Transmit protected health information (PHI), payment card (PCI) data, or unhashed personally identifiable information (PII) within governance payload metadata. Customer is solely responsible for masking, tokenizing, or hashing sensitive data before it reaches the ORBIT API. Security research. Good-faith security research conducted in accordance with Company's responsible-disclosure policy (contact security@orbitauthority.com) is not a violation of this Section, provided the researcher does not access, modify, or exfiltrate other customers' data and reports findings promptly and confidentially.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SHAPING ROOMS LLC AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL GUARANTEE REGULATORY COMPLIANCE, PREVENT ALL FORMS OF AI MALFUNCTION, OR OPERATE WITHOUT INTERRUPTION OR ERROR. Shared Responsibility. ORBIT is a governance and evidence layer. It is not a substitute for the Customer's own security. Customer agrees to maintain appropriate secondary guardrails, rate limits, monitoring, and rollback capabilities on its target systems. Company disclaims all liability for the ultimate actions, hallucinations, or state changes executed by Customer's AI agents, regardless of whether the Service permitted or denied the underlying action.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHAPING ROOMS LLC, ITS LICENSORS, OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED OBLIGATIONS DESCRIBED BELOW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). ALL EVENTS ARISING FROM THE SAME OR SUBSTANTIALLY RELATED FACTS, VULNERABILITY, CONFIGURATION, OR COURSE OF CONDUCT CONSTITUTE ONE EVENT FOR PURPOSES OF THIS CAP. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Exceptions. Nothing in these Terms limits or excludes liability to the extent applicable law prohibits such limitation or exclusion, including liability finally determined to result from fraud, willful injury, or gross negligence, and including any liability that cannot be limited or excluded under applicable law (such as California Civil Code § 1668). The cap in this Section does not apply to Customer's payment obligations or to Customer's indemnification obligations under Section 14.

Customer shall indemnify, defend, and hold harmless Company and its licensors, and their respective officers, directors, employees, and agents (the "Indemnified Parties"), from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Customer's Charter design, testing, deployment, or misconfiguration, including any resulting unauthorized action, disruption, or failure to block; (b) the actual execution, consequences, or real-world impact of any AI action permitted, denied, or otherwise processed by the Service; (c) Customer's failure to secure its API keys, credentials, or infrastructure; (d) claims brought by Customer's end users or downstream customers; (e) Customer's violation of applicable law or the rights of any third party; and (f) infringement or misappropriation of intellectual property by Customer's Charters, data, or configurations. Customer's indemnification obligations do not extend to any claim, liability, loss, or expense to the extent finally determined by a court or arbitrator to result from Company's own gross negligence, willful misconduct, or breach of these Terms. Procedure. Company will give Customer prompt written notice of any claim for which it seeks indemnification; a failure or delay in giving notice does not relieve Customer of its obligations except to the extent Customer is materially prejudiced by the delay. Company may, at its option, control the defense and settlement of the claim, and Customer may participate in the defense with its own counsel at its own expense. If Company controls the defense, Company may not agree to any settlement that imposes any monetary or non-monetary obligation on, or requires any admission of fault by, Customer without Customer's prior written consent (not to be unreasonably withheld or delayed). If Company does not control the defense, Customer may not settle any claim in a manner that imposes any obligation or admission on an Indemnified Party without Company's prior written consent, and Customer will keep Company reasonably informed of the defense.

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration provisions in this Section. Informal resolution. Before initiating arbitration, a party must first send a written notice of dispute to the other party (to Company at legal@orbitauthority.com) describing the nature and basis of the claim and the relief sought. The parties will attempt in good faith to resolve the dispute through informal negotiation for thirty (30) days after the notice is received. If the dispute is not resolved within that period, either party may commence arbitration. Any applicable limitations period is tolled while this informal-resolution process is pending. Arbitration. Except as provided below, any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, where the Individual consumers paragraph below applies, under the JAMS Consumer Arbitration Minimum Standards and applicable consumer rules), before a single neutral arbitrator. The seat and legal venue of arbitration shall be San Francisco County, California, provided that the hearing location is subject to the Individual consumers paragraph below where it applies. Judgment on the award may be entered in any court of competent jurisdiction. Questions reserved for the courts. A court of competent jurisdiction, and not the arbitrator, shall decide whether an arbitration agreement was formed, whether this arbitration agreement exists and is valid, whether a signatory had authority to agree to it, whether a person or entity is bound by it, and which agreement controls if two or more agreements conflict. The enforceability of the Class waiver below shall likewise be determined exclusively by a court and not by the arbitrator. Delegation. After a court has determined that a valid arbitration agreement exists, the arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, scope, or enforceability of this arbitration agreement (other than the Class waiver) and the merits of any claim, including any claim that all or part of this arbitration agreement is void or voidable. Equitable relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction in San Francisco County, California, for actual or threatened breach of Section 9 (Account Registration and API Key Security), Section 11 (Acceptable Use), or Section 4 (Intellectual Property), or for infringement or misappropriation of intellectual property rights. Class waiver. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims. If this class-action waiver is held unenforceable by a court as to a particular claim, that claim (and only that claim) shall be severed and brought in a court of competent jurisdiction, while all remaining claims proceed in arbitration. Nothing in these Terms waives any right to public injunctive relief to the extent that right is non-waivable under applicable law. Confidentiality. The existence and content of any arbitration, including all submissions and the award, shall be kept confidential by the parties, except as necessary to enforce or challenge the award, as required by law or regulation, or as reasonably necessary in disclosures to a party's legal, financial, insurance, or professional advisors who are under a duty of confidentiality. This confidentiality obligation does not apply to an Individual Consumer covered by the Individual consumers paragraph below. Time limit. Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim accrues; otherwise, the claim is permanently barred, except where a longer period is required by applicable law. This time limit does not apply to any claim that applicable law prohibits shortening (including any claim finally determined to result from fraud, willful injury, or gross negligence) and does not apply to an Individual Consumer covered by the Individual consumers paragraph below. Individual consumers. This paragraph applies only where Customer is an individual using the Service primarily for personal, family, or household purposes (an "Individual Consumer"), and it controls over any conflicting provision of this Section as to that person. For an Individual Consumer: (a) the arbitration is administered under the JAMS Consumer Arbitration Minimum Standards and the JAMS consumer arbitration rules and fee schedule, and Company will pay the arbitration fees and costs those Standards require it to bear so that the Individual Consumer's share of fees does not exceed the amount permitted by those Standards; (b) any in-person hearing will take place in the county of the Individual Consumer's residence, and the Individual Consumer may instead elect a telephonic or video hearing or a decision on documents; (c) either party may bring a qualifying individual claim in small-claims court in lieu of arbitration, and this arbitration agreement does not prevent the Individual Consumer from doing so; (d) the Individual Consumer may opt out of arbitration entirely by sending written notice to legal@orbitauthority.com within thirty (30) days after first accepting these Terms, in which case disputes will be resolved in the state or federal courts located in San Francisco County, California; (e) nothing in these Terms waives the Individual Consumer's right to seek public injunctive relief where that right is non-waivable under California law; and (f) the Confidentiality and one-year Time limit paragraphs above do not apply to the Individual Consumer. These consumer protections apply only to Individual Consumers and do not modify the arbitration terms, fee allocation, hearing location, confidentiality, or limitations period for any organization or for any individual using the Service for business or professional purposes.

These Terms remain in effect until terminated. Either party may terminate for material breach upon thirty (30) days written notice if the breach remains uncured. Customer may terminate for convenience at any time by deleting their account and ceasing use of the Service. We may suspend or terminate immediately for violation of Section 11 (Acceptable Use) or applicable law. Sections 3, 4, 5, 6, 7, 8, 11, 12, 13, 14, 15, 22, 23, 24, 25, and 26 survive termination, together with any other provision that by its nature is intended to survive.

We may modify these Terms from time to time. We will provide written notice of material changes at least fourteen (14) days before they take effect. For material changes to Section 10 (Fees and Payment) or Sections 12 through 15 (Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution), we will require Customer's affirmative re-acceptance (click-through) at the next login before continued use. A Customer that declines such a material change may, in lieu of accepting it, terminate its subscription and receive a pro-rata refund of any prepaid, unused fees for the remainder of the then-current paid term. Modifications are prospective only and do not apply retroactively to any claim that accrued before the modification's effective date. Each material change bumps the consent version recorded against the accepting user.

Company may suspend Customer's access to the Service, in whole or in part, where Company reasonably determines that (a) there is a material security threat to the Service or to other customers, (b) Customer's use violates Section 11 (Acceptable Use) or applicable law, or (c) Customer's account is overdue for payment. Suspension is not limited to nonpayment. Company will use reasonable efforts to give notice and to limit the scope and duration of any suspension.

Company may assign these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Customer may not assign or transfer these Terms, in whole or in part, without Company's prior written consent, and any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

Legal notices to Company go to legal@orbitauthority.com, or by mail to Shaping Rooms LLC, PO Box 13508, South Lake Tahoe, CA 96151, USA. Company may notify Customer at the account email address on file or through an in-account notice. A notice is effective when delivered.

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, network or utility failures, and third-party service outages.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that it is not identified on any U.S. government restricted-party list. Customer will comply with all applicable export-control and sanctions laws and will not use or export the Service in violation of them.

The Service is a governance and evidence layer for AI actions. It is not designed or intended for use in life-safety systems or in any environment where a failure or delay of the Service could lead to death, personal injury, or severe physical, environmental, or property damage (for example, safety-critical control of aircraft, medical devices, or critical infrastructure). Customer assumes all risk of, and Company disclaims all liability for, any such high-risk use.

The Service, including receipts and any output, does not constitute legal, compliance, financial, tax, or investment advice. Company is not a law firm, broker, investment adviser, or money transmitter, and no fiduciary or advisory relationship is created by these Terms. Customer is responsible for obtaining its own professional advice.

Receipts are provided solely for Customer's use. No third party is an intended beneficiary of the Service or of any receipt, and Company owes no duty to any person other than Customer. Company's licensors and the other Indemnified Parties are intended third-party beneficiaries of Sections 12 through 14 (Warranty Disclaimer, Limitation of Liability, and Indemnification) and may enforce those Sections. Except as stated in the preceding sentence, these Terms create no third-party rights.

Entire Agreement. These Terms, together with the Privacy Policy and any order or plan Customer accepts, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on that subject. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be reformed only to the minimum extent necessary to make it enforceable while preserving the parties' intent, and the remaining provisions remain in full force and effect. Waiver. No waiver of any provision is effective unless made in writing and signed by an authorized representative of the waiving party. A party's failure to enforce any right is not a waiver of that right.

For legal inquiries or questions about these Terms: legal@orbitauthority.com Shaping Rooms LLC PO Box 13508 South Lake Tahoe, CA 96151 California, USA