Terms of Service

By accessing or using the Site or Services in any manner, you agree to these Terms and all other operating rules, policies, and procedures that we may publish from time to time. These Terms apply to all visitors, users, and others who access or use the Site or Services. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Site or Services. By using the Site or Services, you represent and warrant that you meet these requirements and that you will use the Site and Services in compliance with these Terms and all applicable laws.

Theory Orbit provides research, decision modeling, and applied interpretation services, together with related informational content published on the Site. Content on the Site is provided for general informational purposes only and does not constitute professional, legal, financial, medical, or investment advice. Nothing on the Site creates a client, fiduciary, or advisory relationship. Any engagement between you and Theory Orbit is governed by a separately executed written agreement (a "Statement of Work" or "Engagement Letter"); in the event of a conflict between such agreement and these Terms with respect to the applicable engagement, the executed agreement controls.

Certain features of the Services may require you to provide contact information or register an account. You agree to provide accurate, current, and complete information and to keep such information updated. You are responsible for safeguarding any credentials you use to access the Services and for all activities that occur under your credentials. By providing your email address or telephone number, you consent to receive communications from us at those points of contact, as further described in our Privacy Policy.

You agree that you will not, and will not permit any third party to:

• Use the Site or Services in violation of any applicable law or regulation;
• Infringe, misappropriate, or violate the intellectual property, publicity, privacy, or other rights of any third party;
• Submit any content that is false, misleading, defamatory, obscene, harassing, or otherwise unlawful;
• Interfere with, disrupt, probe, or attempt to gain unauthorized access to the Site, Services, related systems, or networks;
• Introduce viruses, malware, or other harmful code;
• Use any robot, spider, scraper, or other automated means to access the Site or collect information without our prior written consent;
• Reverse engineer, decompile, or disassemble any portion of the Site or Services;
• Resell, sublicense, or commercially exploit the Site or Services except as expressly authorized by us in writing.

The Site and Services, including all content, software, code, text, graphics, images, video, audio, and the selection, coordination, and arrangement thereof (collectively, the "Site Content"), are owned by Theory Orbit or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Services for your personal, non-commercial evaluation purposes or, if you are a client, as contemplated by your executed engagement. All rights not expressly granted are reserved. "Theory Orbit" and our logos are trademarks of Theory Orbit; you may not use them without our prior written consent.

Any information, message, file, or other content you submit to us or through the Site ("Submissions") will be handled in accordance with our Privacy Policy. You represent and warrant that (a) you own or have all rights necessary to submit the Submission and to grant the license below; (b) the Submission is accurate and does not violate any law or third-party right; and (c) the Submission does not contain sensitive personal data, regulated data, or confidential third-party information you are not authorized to share. You grant Theory Orbit a worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, and create derivative works of the Submission for the purposes of responding to your inquiry, performing the Services, operating and improving the Site and Services, and complying with law.

The Site or Services may contain links to, or rely on the functionality of, third-party websites, applications, or services (collectively, "Third-Party Services"). We do not control, endorse, or assume responsibility for any Third-Party Services. Your use of any Third-Party Service is at your own risk and subject to the terms and policies of that third party. You agree that Theory Orbit is not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with any Third-Party Service.

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, THEORY ORBIT DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THEORY ORBIT DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH USE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THEORY ORBIT, ITS AFFILIATES, OR ITS PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THEORY ORBIT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE EXCEED ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Theory Orbit, its affiliates, and its respective officers, directors, employees, agents, and licensors 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 (a) your access to or use of the Site or Services; (b) your Submissions; (c) your violation of these Terms; or (d) your violation of any law or the rights of any third party.

We may suspend or terminate your access to all or part of the Site or Services at any time, with or without cause or notice, effective immediately. Upon termination, your right to use the Site or Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, limitations of liability, arbitration, and governing law.

By using the Site or Services, you consent to receive communications from us in electronic form, including via email, SMS messages, notices posted on the Site, or other electronic means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

E-SIGN Consent (Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq.). You expressly consent to conduct business with Theory Orbit electronically and to receive all records, disclosures, notices, consents, agreements, and other communications ("Records") associated with your interactions with the Site, the Services, and any engagement in electronic form. Your electronic signature (including, but not limited to, clicking an "I Agree" or "Submit" button, typing your name, replying to a text or email confirmation, or otherwise indicating agreement through an electronic process) has the same legal effect as a handwritten signature.

Hardware and software. To access and retain Records, you must have (a) a device with an internet connection; (b) a current version of a mainstream web browser; (c) an active email account and, where applicable, a mobile device capable of receiving SMS messages; and (d) sufficient storage or a printer to retain Records.

Withdrawing consent. You may withdraw your consent to receive Records electronically by contacting us at info@theoryorbit.com or 516.418.8148. Withdrawal of consent will be effective only after we have a reasonable opportunity to act on the request and may result in the termination of your access to the Site or Services.

Updating information. You are responsible for keeping your email address and phone number current with us and for notifying us promptly of any changes.

Paper copies. You may request paper copies of Records by contacting us at the email or phone number above. We reserve the right to charge a reasonable fee for providing paper copies.

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

A. Agreement to Arbitrate. You and Theory Orbit agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, the Site, the Services, any communications between us, or the relationship between you and Theory Orbit (each, a "Dispute") shall be resolved exclusively through final and binding individual arbitration, rather than in court, except that you may assert claims in small-claims court if your claims qualify. This Agreement to Arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and evidences a transaction involving interstate commerce.

B. Informal Resolution. Before initiating arbitration, you agree to first contact us at info@theoryorbit.com and provide a written description of the Dispute, all relevant documents and information, and the relief requested. You and Theory Orbit agree to negotiate in good faith to resolve the Dispute for at least sixty (60) days after such notice is received.

C. Arbitration Procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by these Terms. The AAA's rules are available at www.adr.org. Arbitration will be conducted by a single, neutral arbitrator. Unless you and Theory Orbit agree otherwise, any in-person hearing will take place in the county in which you reside, or, at your election, may be conducted by telephone or video conference. The arbitrator will have exclusive authority to resolve any Dispute, including any claim that all or part of these Terms is unenforceable.

D. Class Action Waiver. YOU AND THEORY ORBIT 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, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both you and Theory Orbit agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

E. Jury Trial Waiver. YOU AND THEORY ORBIT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

F. Fees. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in these Terms.

G. Opt-Out. You may opt out of this Agreement to Arbitrate by sending written notice of your decision to opt out to info@theoryorbit.com within thirty (30) days after first accepting these Terms. Your notice must include your name, the email address and phone number associated with your use of the Services, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

H. Severability. If the Class Action Waiver in Section XIV(D) is found to be unenforceable with respect to a particular claim or request for relief, that claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and brought in a court of competent jurisdiction; all other claims shall be arbitrated. If any other provision of this Section XIV is found to be unenforceable, the remainder of this Section XIV shall continue in full force and effect.

I. Survival. This Section XIV shall survive termination of these Terms and your use of the Site or Services.

These Terms and any Dispute between you and Theory Orbit are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section XIV (Arbitration), any claim that is not subject to arbitration must be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of and venue in those courts.

Entire agreement. These Terms, together with our Privacy Policy and any executed engagement agreement, constitute the entire agreement between you and Theory Orbit concerning the Site and Services and supersede all prior or contemporaneous communications and proposals.

Changes. We may revise these Terms from time to time. The most current version will always be posted on this page. Material changes will be identified by an updated "Last updated" date. Your continued use of the Site or Services after any change becomes effective constitutes acceptance of the revised Terms.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No waiver. Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice.

Force majeure. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control.

Contact. Questions about these Terms may be sent to:

Theory Orbit
Email: info@theoryorbit.com
Phone: 516.418.8148