Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms constitute a legally binding agreement between you and Orin Labs.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

We may offer additional services or features that are subject to supplemental terms. Those supplemental terms will be presented to you before you access the relevant services and become part of your agreement with us.

2. Eligibility

The eligibility requirements for our Services vary depending on the specific service:

• General Services: You must be at least 13 years old to use our general Services. Users between 13 and 18 must have parental or guardian consent.
• Children's Services: Certain Services are specifically designed for children under 13 and require verified parental consent as described in Section 4.
• Financial Services: You must be at least 18 years old (or the age of majority in your jurisdiction) to access our financial Services. For minor users, a parent or legal guardian must create and manage the account as described in Section 5.

By using our Services, you represent and warrant that you meet the applicable eligibility requirements and have the legal capacity to enter into these Terms.

3. Account Registration

To access certain features of our Services, you may need to create an account. When you register:

• You agree to provide accurate, current, and complete information.
• You agree to maintain and promptly update your account information.
• You are responsible for maintaining the confidentiality of your account credentials.
• You are responsible for all activities that occur under your account.
• You agree to notify us immediately of any unauthorized access or use of your account.

We reserve the right to suspend or terminate your account if any information provided is inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect fraud or misuse.

You may not transfer your account to another person or use another person's account without permission. You may not create multiple accounts to circumvent restrictions or bans.

6. User Conduct

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights.
• Use the Services for any fraudulent, illegal, or unauthorized purpose.
• Impersonate any person or entity or misrepresent your affiliation.
• Interfere with or disrupt the Services or servers/networks connected to the Services.
• Attempt to gain unauthorized access to any portion of the Services or any systems or networks.
• Use any automated means (bots, scrapers, etc.) to access the Services without our express permission.
• Transmit any viruses, malware, or other harmful code.
• Harass, abuse, threaten, or intimidate other users.
• Post or transmit content that is unlawful, defamatory, obscene, or harmful to minors.
• Engage in money laundering or terrorist financing activities.
• Circumvent any security features or access controls.
• Use the Services to compete with Orin Labs or for benchmarking purposes without consent.

We reserve the right to investigate and take appropriate legal action against anyone who violates these provisions, including removing content, suspending or terminating accounts, and reporting to law enforcement authorities.

7. Intellectual Property

The Services and all content, features, and functionality (including but not limited to text, graphics, logos, icons, images, audio clips, software, and the design, selection, and arrangement thereof) are owned by Orin Labs, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use (or internal business use if you have an enterprise subscription).

You may not copy, modify, distribute, sell, lease, or create derivative works based on our Services without our prior written consent. All rights not expressly granted are reserved by Orin Labs.

8. User Content

You may be able to submit, post, or share content through our Services ("User Content"). You retain ownership of your User Content, but you grant us the following rights:

• A worldwide, non-exclusive, royalty-free license to use, copy, modify, display, and distribute your User Content solely for the purpose of providing and improving our Services.
• The right to remove or modify User Content that violates these Terms or applicable law.

You represent and warrant that:

• You own or have the necessary rights to submit the User Content.
• Your User Content does not violate the rights of any third party.
• Your User Content complies with these Terms and applicable laws.

9. Third-Party Services

Our Services may contain links to or integrate with third-party websites, services, or applications. These third-party services are not under our control, and we are not responsible for their content, privacy policies, or practices.

Your use of third-party services is at your own risk and subject to the terms and conditions of those services. We encourage you to review the terms and privacy policies of any third-party services you access.

The inclusion of any link or integration does not imply endorsement by Orin Labs.

10. Fees and Payment

Some of our Services require payment of fees. By subscribing to or purchasing paid Services:

• You agree to pay all applicable fees as described at the time of purchase.
• You authorize us to charge your designated payment method.
• All fees are non-refundable unless otherwise stated or required by law.
• We may change fees upon notice; continued use after the change constitutes acceptance.
• You are responsible for all taxes associated with your use of the Services.

If payment fails, we may suspend or terminate your access to paid features until payment is received.

11. Subscription Terms

For subscription-based Services:

• Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date.
• Cancellation: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.
• No Partial Refunds: We do not provide refunds for partial billing periods.
• Free Trials: If you sign up for a free trial, you must cancel before the trial ends to avoid charges. We will notify you before charging.
• Price Changes: We may change subscription prices with advance notice. Continued use after the price change constitutes acceptance.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by law, Orin Labs disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Any warranties regarding the accuracy, reliability, or completeness of content.
• Any warranties that the Services will be uninterrupted, error-free, or secure.
• Any warranties regarding the results that may be obtained from use of the Services.

Financial Services Disclaimer: We do not guarantee the accuracy of financial data retrieved from third-party sources. Financial information is provided for informational purposes only and should not be relied upon for making financial decisions without verification.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORIN LABS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, or use
• Business interruption
• Cost of substitute services
• Financial losses arising from use of our financial Services
• Any damages arising from unauthorized access to your account

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow limitations on incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Orin Labs and its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your User Content
• Your use of the Services
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations

15. Termination

By You: You may terminate your account at any time by following the instructions in your account settings or by contacting us. Termination does not entitle you to a refund of any fees paid.

By Us: We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Reasons for termination may include:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• Requests by law enforcement or government agencies
• Discontinuation of the Services

Effect of Termination: Upon termination, your right to use the Services immediately ceases. Provisions of these Terms that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

16. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

16.1 Informal Resolution

Before filing any formal dispute, you agree to first contact us at legal@orinlabs.com and attempt to resolve the dispute informally for at least 30 days.

16.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, except as modified herein.

The arbitration will be conducted in the English language in the county where you reside or at another mutually agreed location. The arbitrator's decision will be final and binding.

16.3 Class Action Waiver

YOU AND ORIN LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

16.4 Exceptions

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights. Small claims court actions are also exempt from arbitration.

17. Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. If arbitration does not apply, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

18. Changes to Terms

We may modify these Terms at any time. When we make material changes:

• We will update the "Last Updated" date at the top of these Terms.
• We will provide notice through the Services or via email.
• For changes affecting children's accounts, we may seek renewed parental consent.

Your continued use of the Services after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any supplemental terms, constitute the entire agreement between you and Orin Labs regarding the Services and supersede all prior agreements and understandings.

19.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

19.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

19.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

19.5 Force Majeure

We will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service failures.

19.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly provided herein.

20. Contact Information

If you have questions about these Terms of Service, please contact us: