Terms of Service

Effective date: June 18, 2026

These Terms of Service (the "Terms") form a binding agreement between Cap Orbit, Inc., a Delaware corporation ("Cap Orbit," "we," "us," or "our"), and the organization that subscribes to or accesses the Service ("Customer," "you," or "your"). These Terms govern your access to and use of the Cap Orbit platform and related services described below. By signing an Order Form that references these Terms, by clicking to accept these Terms, or by accessing or using the Service, you agree to these Terms. If you do not agree, do not access or use the Service.

> IMPORTANT NOTICE ON AI-GENERATED OUTPUT. Cap Orbit is a productivity and drafting tool that uses generative artificial intelligence. The models, memos, spreadsheets, presentations, assembled documents, and other materials the Service produces ("Outputs") are generated by AI and may contain errors, omissions, or misstatements, and may be incomplete, outdated, or inaccurate. Outputs are NOT investment advice, NOT an appraisal or valuation, NOT a substitute for due diligence, and NOT legal, tax, accounting, or brokerage advice. Use of the Service creates no fiduciary, advisory, brokerage, appraisal, or other professional relationship. You must have qualified professionals independently review and verify every Output before relying on it, and you are solely responsible for all decisions made using the Service. This notice is summarized here and stated in full in Section 6.

1. Introduction and Acceptance

1.1 The Service. Cap Orbit operates a conversational artificial intelligence platform (a "command layer") for institutional commercial real estate ("CRE") deal teams, including lenders, owners, investors, and advisors. The Service combines an AI terminal with guided deal workflows that take uploaded deal documents and produce work product across the deal lifecycle, including pipeline and screening, underwriting, closing, asset management, and portfolio activities. The Service is offered solely for use by businesses and their personnel in a commercial capacity. It is not intended for, and may not be used by, consumers for personal, family, or household purposes.

1.2 Who may accept. You may enter into these Terms only if you are a business or other organization, and the individual accepting these Terms represents and warrants that he or she is authorized to bind the Customer organization. If you accept these Terms on behalf of an employer or other entity, "Customer," "you," and "your" refer to that entity, and that entity is bound by these Terms.

1.3 Structure of the agreement. These Terms, together with each ordering document or online subscription executed or accepted by the parties (each, an "Order" or "Order Form"), the Cap Orbit Data Processing Addendum (the "Data Processing Addendum" or "DPA"), the Cap Orbit Acceptable Use Policy (the "Acceptable Use Policy"), the Cap Orbit Subprocessor List (the "Subprocessor List"), and the Documentation referenced in any of the foregoing, constitute the entire agreement between the parties regarding the Service (collectively, the "Agreement"). The Cap Orbit Privacy Policy describes Cap Orbit's handling of Personal Information when Cap Orbit acts as a business or controller; it is a notice and disclosure document, not a contract term, except to the extent applicable law requires otherwise. The order of precedence among the Agreement documents is set out in Section 18.10.

1.4 B2B only. The Service is a business-to-business offering. Nothing in the Agreement is intended to create rights for any natural person in a personal capacity, except as expressly required by applicable US state privacy laws with respect to Personal Information.

2. Definitions

Capitalized terms have the meanings given below or where first defined in these Terms.

2.1 "Authorized User" means an individual the Customer permits to access the Service under a seat.

2.2 "Cap Orbit," "we," "us," and "our" mean Cap Orbit, Inc., the operator of the Service.

2.3 "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and pricing of each Order, Customer Content, the non-public features and performance of the Service, and each party's business, technical, security, and financial information. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without confidentiality restriction before disclosure; (c) is rightfully received from a third party without confidentiality restriction; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

2.4 "Customer," "you," and "your" mean the organization that subscribes to the Service, and its Authorized Users.

2.5 "Customer Content" means all data, documents, files, Inputs, and Outputs that the Customer or its Authorized Users upload to, submit to, or generate in the Service.

2.6 "Documentation" means Cap Orbit's published user and technical documentation for the Service.

2.7 "Feedback" means suggestions, comments, ideas, feature requests, and other input that the Customer or an Authorized User provides to Cap Orbit about the Service.

2.8 "Input" means prompts, instructions, files, and other data submitted to the Service by the Customer or an Authorized User.

2.9 "Order" or "Order Form" means the ordering document or online subscription that specifies the plan, seats, and fees.

2.10 "Output" means the responses, models, memos, documents, and other materials the Service generates in response to Input.

2.11 "Personal Information" means information that identifies, relates to, or could reasonably be linked to a particular individual, as defined by applicable US state privacy laws.

2.12 "Service" means the Cap Orbit platform, including the AI terminal, the deal workflows, related applications and any APIs, and the Documentation.

2.13 "Subprocessor" means a third party Cap Orbit engages to process Customer Content in providing the Service.

2.14 "Usage Data" means metadata about use of the Service (for example model identifiers, token counts, request duration, timestamps, and feature interactions), excluding Customer Content.

3. The Service and Access Grant

3.1 Access grant. Subject to the Agreement and to Customer's payment of all fees, Cap Orbit grants Customer a non-exclusive, non-transferable, non-sublicensable right, during the applicable subscription term, to access and use the Service for Customer's internal business purposes, up to the number of seats specified in the applicable Order, solely through its Authorized Users.

3.2 Seats and Authorized Users. Access is licensed on a per-seat basis. Each seat is for one named Authorized User and may not be shared. Customer is responsible for assigning, managing, and revoking seats and for ensuring that only Authorized Users access the Service under Customer's account.

3.3 Credentials and identity. Access to the Service is authenticated through WorkOS AuthKit, Cap Orbit's identity and authentication provider. Single sign-on with the Customer's own identity provider, including SAML-based single sign-on, is supported where the Customer configures it and is the standard sign-in method for the Enterprise model. Customer and its Authorized Users are responsible for maintaining the confidentiality of their credentials and for all activity that occurs under them. Credentials are personal to each Authorized User and may not be shared, transferred, or used by more than one individual. Customer will promptly notify Cap Orbit of any known or suspected unauthorized access to or use of the Service.

3.4 Deployment models. The Service is offered under two deployment models, as specified in the applicable Order. The provisions of the Agreement that turn on where Customer Content is stored and who controls the underlying infrastructure are identified in the Agreement by reference to "Pro" or "Enterprise" as defined below.

(a) Pro (per-seat, Cap Orbit-hosted). In the Pro model, the Service runs on infrastructure that Cap Orbit operates within Amazon Web Services in a United States region (us-east-1). Customer Content is hosted and processed in Cap Orbit-operated infrastructure. In this model, Cap Orbit acts as a service provider and processor that holds and processes Customer Content on Customer's behalf. The Subprocessor List, the Data Processing Addendum, and the retention and deletion commitments in Section 12 that apply to Cap Orbit-held Customer Content all apply in full.

(b) Enterprise (bring your own cloud, "BYOC"). In the Enterprise model, the Service is deployed into infrastructure that Customer owns and controls, namely Customer's own Amazon Web Services account in Customer's chosen region. Customer Content remains in Customer's cloud. Cap Orbit does not take possession of Customer Content, does not hold credentials that can write into Customer's account, and any cross-account access is limited to triggering events (for example, sending a message to a queue Customer controls or invoking a Customer-owned endpoint), not standing read or write access to Customer Content. In the Enterprise model, Customer controls its own retention, deletion, encryption keys, audit logs, and access revocation, and may audit every resource, log, and access path with its own tools and revoke access at any time. The marketing statement that "your deals never leave your cloud" describes the Enterprise model only and does not describe the Pro model.

3.5 Reservation of rights. As between the parties, Cap Orbit and its licensors retain all right, title, and interest in and to the Service, including all software, models, technology, and Documentation, and all intellectual property rights therein, and in any improvements to the foregoing. No rights are granted to Customer other than as expressly set out in the Agreement. Section 5 governs ownership of Customer Content, Inputs, and Outputs.

3.6 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) access or use the Service except as permitted by the Agreement and the Acceptable Use Policy; (b) copy, modify, or create derivative works of the Service; (c) reverse engineer, decompile, or disassemble the Service or attempt to derive its source code, models, or training data, except to the extent this restriction is prohibited by applicable law; (d) use the Service or any Output to build, train, or improve a competing product or any foundation or machine-learning model; (e) resell, sublicense, time-share, or provide the Service to third parties as a service bureau except as expressly authorized in an Order; (f) circumvent or disable any security, rate-limiting, or usage-metering feature; or (g) access the Service for benchmarking or competitive analysis.

3.7 Trials and beta features. Cap Orbit may make trial access, free-tier access, or beta, preview, or evaluation features (collectively, "Beta Features") available to Customer. Beta Features are provided for evaluation only, are not generally available, may be changed or withdrawn at any time, and are provided "AS IS" and "AS AVAILABLE" without any warranty, indemnity, support, or service-level commitment of any kind. Notwithstanding anything in the Agreement to the contrary but subject to Section 14.4, Cap Orbit's total aggregate liability arising out of or relating to Beta Features will not exceed one hundred United States dollars (US$100). Customer's use of Beta Features is otherwise subject to the Agreement, including the Acceptable Use Policy and the human-review obligations in Section 6.

4. Customer Responsibilities and Acceptable Use

4.1 Acceptable Use Policy. Customer's use of the Service is subject to the Acceptable Use Policy, which is incorporated into the Agreement by reference. Customer is responsible for compliance with the Acceptable Use Policy by itself and by each of its Authorized Users.

4.2 Responsibility for Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users in connection with the Service as if they were Customer's own. Customer will ensure that its Authorized Users comply with the Agreement, and any act or omission by an Authorized User that would breach the Agreement if it were an act or omission of Customer is a breach by Customer.

4.3 Responsibility for Inputs. Customer is solely responsible for its Inputs and for the accuracy, quality, legality, and appropriateness of all Customer Content it or its Authorized Users submit to the Service, and for ensuring it has all rights necessary to submit those Inputs and to use the resulting Outputs (see Section 8).

4.4 Third-party model usage policies. The Service incorporates third-party foundation models accessed through Amazon Web Services. Customer's use of those components is subject to the applicable model and cloud provider's acceptable use and usage policies, which Cap Orbit may pass through to Customer. Customer will not use the Service or any Output in a manner that violates those policies.

4.5 Compliance. Customer is responsible for using the Service in compliance with all laws and regulations applicable to Customer and to Customer's particular use, including the obligations described in Section 8.

5. Customer Content and Ownership

5.1 Customer ownership. As between the parties, Customer owns all right, title, and interest in and to its Customer Content, including its Inputs and the Outputs generated for Customer. To the extent Cap Orbit has or obtains any right, title, or interest in or to the Outputs generated for Customer, and to the extent permitted by applicable law and by the terms of any third-party model provider, Cap Orbit assigns those rights to Customer, effective on generation.

5.2 License to Cap Orbit. Customer grants Cap Orbit a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Content solely as necessary to provide, secure, maintain, troubleshoot, support, and improve the operation and reliability of the Service for Customer, to enforce the Agreement and the Acceptable Use Policy, to prevent abuse or security threats, and as otherwise required by law. In the Enterprise model, this license is limited to the trigger-only access described in Section 3.4(b); Cap Orbit does not take possession of Customer Content in the Enterprise model.

5.3 Outputs may not be unique. Customer acknowledges that, due to the nature of generative artificial intelligence, the Service may generate the same or similar Outputs for Cap Orbit or for other customers in response to the same or similar Inputs. Outputs generated for other customers are not Customer's exclusive property, and Customer owns only the Outputs delivered to it. Cap Orbit makes no representation that any Output is unique, original, or eligible for copyright or other intellectual property protection, or that Customer's use of any Output will not infringe the rights of a third party. The disclaimers in Sections 6 and 13 apply to all Outputs.

5.4 Feedback. If Customer or an Authorized User provides Feedback, Customer grants Cap Orbit a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, modify, and incorporate the Feedback into the Service and Cap Orbit's products and services without restriction and without obligation to Customer. Cap Orbit will not identify Customer as the source of Feedback and will not expose Customer Content in connection with its use of Feedback.

6. AI Outputs, Accuracy, and Human Review

6.1 Outputs are AI-generated and probabilistic. Customer understands that the Service uses generative artificial intelligence and that Outputs are produced probabilistically. Outputs may be inaccurate, incomplete, outdated, biased, or otherwise wrong, may misstate or omit facts, and may appear authoritative while being incorrect (sometimes called "hallucinations"). The Service is not a source of truth. The AI performs the production work, and a qualified human is expected to review every Output before any reliance.

6.2 Not professional advice. Outputs are provided for informational and drafting purposes only and do not constitute, and are not a substitute for, professional advice. Without limitation, Outputs are not investment, financial, underwriting, valuation, appraisal, accounting, tax, legal, regulatory, or brokerage advice. Use of the Service creates no fiduciary, advisory, brokerage, appraisal, or other professional relationship between Cap Orbit and Customer or any Authorized User. Cap Orbit is not a registered investment adviser, broker-dealer, appraiser, accountant, or law firm, and does not provide a due-diligence, audit, or assurance service.

6.3 Mandatory human review. Customer is responsible for reviewing, evaluating, and validating all Outputs before using or relying on them. Customer will maintain meaningful human review of Outputs by qualified professionals and will not use the Service or any Output as the sole basis for any decision that has a legal, financial, or other significant effect on any person. Customer is responsible for determining whether an Output is appropriate for its intended use and for compliance with all laws applicable to that use.

6.4 Customer responsibility for decisions. Customer is solely responsible for its use of the Service and Outputs, including any decisions, actions, advice, products, or services that Customer or any third party makes, takes, or provides based on Outputs, and for all results and consequences of that use. Cap Orbit has no responsibility or liability for any decision made or action taken by Customer, any Authorized User, or any third party in reliance on any Output. This allocation is reflected in Sections 13 and 14.

7. Customer Content, AI Training, and Usage Data

7.1 No training by default. Cap Orbit does not use Customer Content, Inputs, or Outputs to train, fine-tune, or otherwise improve any artificial intelligence or machine-learning model, whether Cap Orbit's own or any third party's, unless Customer expressly opts in or gives written instructions for that use in an Order or other written or electronic agreement. If Customer opts in, the applicable opt-in terms will describe the scope of the permitted use, the categories of data covered, and any available revocation mechanism. This Section does not limit Cap Orbit's right to use Customer Content as described in Section 5.2 to provide, secure, troubleshoot, support, enforce, and protect the Service.

7.2 Usage Data. Cap Orbit collects and processes Usage Data, which is metadata about use of the Service and contains no Customer Content. Cap Orbit may use Usage Data to operate, secure, meter, bill for, troubleshoot, support, analyze, and improve the Service and Cap Orbit's related products and services, including for capacity planning, reliability, safety, product analytics, benchmarking, and reporting. Cap Orbit may create and use aggregated or de-identified Usage Data that does not identify Customer, any Authorized User, or any individual, for Cap Orbit's legitimate business purposes. Consistent with applicable US state privacy laws, Cap Orbit publicly commits to maintain de-identified data in de-identified form, will not attempt to re-identify it except to test the effectiveness of de-identification, will implement reasonable measures to prevent its re-identification, and will bind any recipient of such data to the same restrictions.

7.3 Feedback, support, and examples. If Customer or an Authorized User voluntarily provides Feedback, bug reports, support materials, evaluation examples, or similar submissions, Cap Orbit may use them to respond to the request and to improve the Service. Cap Orbit will not use Customer Content included in those materials to train or fine-tune an AI or machine-learning model unless Customer has opted in under Section 7.1, but Cap Orbit may use those materials to debug, evaluate, secure, and improve the Service and related non-training workflows.

7.4 AI inference within Amazon Bedrock. AI inference for the Service runs within Amazon Bedrock. Amazon Web Services states in its published Amazon Bedrock documentation that it and the third-party model providers will not use any inputs to or outputs from Amazon Bedrock to train Amazon's or any third-party models, that Amazon Bedrock does not share customer data with model providers or use it to train foundation models, and that users' inputs and model outputs are not shared with any model providers. These are Amazon Web Services service-level commitments described in the Amazon Bedrock FAQ and security documentation; they govern the Amazon Bedrock service and are distinct from Cap Orbit's own commitments in this Section 7. The Claude models used by the Service are accessed exclusively through Amazon Bedrock; Anthropic is not a separate processor that receives Customer Content.

7.5 Consistency. The commitments in this Section 7 are mirrored in the Privacy Policy and, for Customer Content processed in the Pro model, in the Data Processing Addendum.

8. Third-Party, Personal, and Regulated Data

8.1 Nature of Customer Content. Customer acknowledges that Customer Content routinely includes personal and sensitive financial information about third parties, including borrowers, guarantors, tenants, principals, and other individuals (for example, in borrower and guarantor financials, tax returns, personal financial statements, rent rolls, leases, and closing documents).

8.2 Customer is the controller or business. As between the parties, Customer is the controller and business (as those terms are used under applicable US state privacy laws) with respect to all Personal Information contained in Customer Content. Cap Orbit acts as a processor or service provider with respect to such Personal Information in the Pro model, and does not take possession of Customer Content in the Enterprise model, as described in Section 3.4 and the Data Processing Addendum.

8.3 Customer representations and warranties. Customer represents and warrants that it has, and will maintain, all rights, permissions, notices, and consents necessary to upload, submit, and process Customer Content (including third-party Personal Information) through the Service and to receive and use the resulting Outputs, in each case without violating any law, contract, or third-party right.

8.4 Customer regulatory responsibility. Customer is solely responsible for its own regulatory obligations with respect to Customer Content, including, where applicable to Customer as a financial institution, the Gramm-Leach-Bliley Act and applicable state financial-privacy laws, and including all applicable US state privacy laws (such as the California Consumer Privacy Act as amended by the California Privacy Rights Act, and the comparable comprehensive privacy laws of Virginia, Colorado, Connecticut, Texas, Utah, Oregon, Montana, and other states with such laws in effect). Cap Orbit does not determine the purposes for which Customer processes third-party Personal Information.

8.5 Indemnity. Customer's indemnification obligations with respect to its Inputs and Customer Content are set out in Section 15.

9. Privacy, Data Processing, and Security

9.1 Privacy Policy. Cap Orbit's collection and use of Personal Information in connection with the Service is described in the Privacy Policy. The Privacy Policy is a disclosure document and does not override the Agreement, the DPA, or Customer's instructions for Customer Content.

9.2 Data Processing Addendum. Where Cap Orbit processes Personal Information contained in Customer Content on Customer's behalf (which occurs in the Pro model), the Data Processing Addendum applies and is incorporated into the Agreement by reference. The Data Processing Addendum sets out the parties' respective roles, the nature and purpose of processing, the types of data and duration, the Subprocessor arrangements, the security measures, and the assistance Cap Orbit provides with consumer rights requests and security incidents under applicable US state privacy laws.

9.3 Precedence for Customer Content processing. To the extent of any conflict between the Data Processing Addendum and the remainder of these Terms as to the processing of Customer Content, the Data Processing Addendum controls, as further provided in Section 18.10.

9.4 Subprocessors and service providers. Cap Orbit's Subprocessors and related service providers are listed in the Subprocessor List, and Cap Orbit's engagement of Subprocessors is governed by Section 18.2 and the Data Processing Addendum. In the Enterprise model, the cloud infrastructure is Customer's own account and is not a Cap Orbit Subprocessor for Customer Content; identity, billing, and metering service providers continue to apply as described in the Subprocessor List.

9.5 Security. Cap Orbit maintains administrative, technical, and physical safeguards designed to protect the Service and, in the Pro model, Customer Content, against unauthorized access, use, disclosure, alteration, and destruction. These safeguards include: per-tenant isolation, under which each organization receives its own database, object storage, and execution roles, with nothing pooled across customers; brokered, non-standing access, under which the application holds no direct standing credentials to tenant data and each request mints only a short-lived (approximately fifteen-minute), scoped access token after the requesting user's identity is re-verified, with no long-lived keys in the data path; authentication through WorkOS AuthKit, including single sign-on with the Customer's identity provider where configured, with each session re-verified by every service on each call and no shared internal key in the data path; encryption of Customer Content in transit (TLS/HTTPS) and at rest (AWS-managed server-side encryption, including KMS), with time-limited signed URLs for storage access; and a web application firewall with rate limiting in front of the user-facing surface. In the Pro model, Cap Orbit's security commitments are further described in the Data Processing Addendum. In the Enterprise model, these underlying security controls operate within Customer's own account, and Customer can audit every resource, log, and access path with its own tools and revoke access at any time.

9.6 No sale or targeted-advertising sharing of Customer Personal Information. Cap Orbit does not Sell Customer Personal Information or Share Customer Personal Information for cross-context behavioral advertising or targeted advertising, as those terms are defined under applicable US state privacy laws. This does not restrict Cap Orbit from disclosing Customer Personal Information to Subprocessors or service providers to provide the Service, from disclosing information as Customer directs, or from retaining, using, or disclosing Customer Personal Information as otherwise permitted by the Agreement, the Data Processing Addendum, and applicable law. The service-provider and processor covenants required by applicable US state privacy laws are set out in the Data Processing Addendum.

10. Fees, Payment, Taxes, and Late Payment

10.1 Fees. Customer will pay the fees specified in each Order. For an online subscription, the checkout flow, pricing page, and in-product billing controls accepted by Customer constitute the applicable Order for the fees and plan selected. Pricing is per seat at the rate stated in the Order, plus any usage-metered components stated in the Order or enabled by Customer in the Service. Usage-based or on-demand spending is disabled unless Customer enables it through the Service or an Order, and Customer may change or disable configurable spending controls through the Service where those controls are made available. Except as expressly stated in the Agreement, fees are non-cancelable and non-refundable, and amounts paid are not subject to set-off.

10.2 Billing. Subscription fees are billed through Stripe, and usage-metered components, where applicable, are metered through Metronome and billed through Stripe. Customer authorizes Cap Orbit and its payment processor to charge the payment method on file for all amounts due. Per-seat fees are charged for the number of seats provisioned during the applicable billing period, as set out in the Order.

10.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, excise, and other taxes, levies, and duties associated with the Service, excluding taxes based on Cap Orbit's net income. If Cap Orbit is required to collect or pay any such taxes, those taxes will be invoiced to and paid by Customer, unless Customer provides a valid tax-exemption certificate.

10.4 Late payment. Any amount not paid when due may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid. Customer will reimburse Cap Orbit for reasonable costs of collection, including reasonable attorneys' fees.

10.5 Billing disputes. Customer must notify Cap Orbit in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date. The parties will work in good faith to resolve the dispute. Customer will timely pay all undisputed amounts. Amounts not disputed within that period are deemed accepted.

11. Confidentiality

11.1 Obligations. The Receiving Party will: (a) use the Disclosing Party's Confidential Information only to perform its obligations and exercise its rights under the Agreement; (b) protect the Confidential Information using at least the degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, affiliates, advisors, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 11.

11.2 Customer Content. Customer Content is Customer's Confidential Information. Cap Orbit's handling of Customer Content is further governed by Sections 3, 5, 7, and 9 and by the Data Processing Addendum.

11.3 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation so the Disclosing Party may seek protective treatment.

11.4 Survival. The obligations in this Section 11 survive termination of the Agreement for as long as the information remains Confidential Information, and with respect to trade secrets, for as long as the information remains a trade secret under applicable law.

12. Term and Termination

12.1 Term. The Agreement begins on the Effective Date and continues for the subscription term specified in the applicable Order, including any renewal terms set out in that Order, unless earlier terminated as provided in the Agreement.

12.2 Termination for cause. Either party may terminate the Agreement (or the affected Order) for cause if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice describing the breach. Either party may terminate immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

12.3 Effect of termination. On expiration or termination of the Agreement: (a) all licenses and access rights granted to Customer terminate, and Customer will cease accessing and using the Service; (b) Customer will pay all fees accrued through the effective date of termination; and (c) each party will, on request, return or destroy the other party's Confidential Information in its possession, subject to legal retention requirements and to the Customer Content provisions below.

12.4 Return and deletion of Customer Content (Pro model). In the Pro model, on termination Customer may export or request its Customer Content during the sixty (60) day period following the effective date of termination, after which Cap Orbit will delete remaining Customer Content in its possession unless Customer instructs otherwise in writing or unless retention is required by law. Cap Orbit's standard data-handling, including the trash-retention and archival behavior described in the Privacy Policy, applies during the term. Customer acknowledges that deletion requests are handled operationally and that the Service does not provide automated self-service bulk erasure across all data.

12.5 Customer Content (Enterprise model). In the Enterprise model, Customer Content resides in Customer's own account, and Customer controls its own retention, deletion, and access revocation. On termination, Cap Orbit's obligation is limited to ceasing to provide the Service and discontinuing any trigger-only access; Cap Orbit does not hold Customer Content to return or delete.

12.6 Survival. Sections 1.4, 2, 3.5, 3.6 (with respect to Outputs that Customer retains, including Section 3.6(d)), 3.7, 5, 6, 7, 8, 10 (for amounts accrued), 11, 12.3 through 12.6, 13, 14, 15, 18, 19, and 20, and any other provision that by its nature should survive, survive termination or expiration of the Agreement.

13. Warranties and Disclaimers

13.1 Mutual authority warranty. Each party represents and warrants that it has the legal power and authority to enter into the Agreement.

13.2 Limited service warranty. Cap Orbit warrants that, during the subscription term, the Service will perform materially in accordance with the Documentation under normal use. Customer's exclusive remedy, and Cap Orbit's entire liability, for breach of this warranty is for Cap Orbit to use commercially reasonable efforts to correct the non-conformity, and if Cap Orbit cannot do so within a reasonable time, Customer may terminate the affected Order and receive a pro-rata refund of prepaid fees for the unused portion of the terminated subscription term. This warranty does not apply to any non-conformity caused by Customer Content, Customer's misuse, or factors outside Cap Orbit's reasonable control.

13.3 No warranty as to Outputs. Cap Orbit does not warrant that any Output is or will be accurate, complete, current, reliable, original, non-infringing, or fit for any particular purpose. Outputs are provided "AS IS" and "AS AVAILABLE." Customer's sole protection against inaccurate, incomplete, or infringing Outputs is the independent human review required by Section 6.

13.4 No warranty of uninterrupted service. Cap Orbit does not warrant that the Service will be uninterrupted, error-free, or secure against all threats, or that all defects will be corrected.

13.5 Broad disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 13.1 AND 13.2, THE SERVICE, ALL OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CAP ORBIT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS A PRODUCTIVITY AND DRAFTING TOOL AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, DUE DILIGENCE, OR INDEPENDENT VERIFICATION.

14. Limitation of Liability

14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE ENHANCED-CAP CLAIMS DESCRIBED IN SECTION 14.2(b) AND THE UNCAPPED CLAIMS DESCRIBED IN SECTION 14.4, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Aggregate cap; enhanced cap for data-security breach. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 14.4 (UNCAPPED CLAIMS):

(a) General cap. EXCEPT AS PROVIDED IN SUBSECTION (b), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE "GENERAL CAP").

(b) Enhanced cap. CAP ORBIT'S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO CAP ORBIT'S BREACH OF ITS SECURITY OBLIGATIONS IN SECTION 9.5 OR ITS DATA-PROTECTION OBLIGATIONS UNDER THE DATA PROCESSING ADDENDUM, IN EITHER CASE RESULTING IN THE UNAUTHORIZED ACCESS TO, ACQUISITION OF, OR DISCLOSURE OF CUSTOMER CONTENT OR PERSONAL INFORMATION IN CAP ORBIT'S POSSESSION OR CONTROL (AN "ENHANCED-CAP CLAIM"), WILL NOT EXCEED THREE (3) TIMES THE GENERAL CAP. THE EXCLUSION OF INDIRECT DAMAGES IN SECTION 14.1 DOES NOT APPLY TO AN ENHANCED-CAP CLAIM.

14.3 AI-output allocation. SUBJECT TO SECTION 14.4, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAP ORBIT WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO: (a) ANY OUTPUT, INCLUDING ITS ACCURACY, COMPLETENESS, RELIABILITY, ORIGINALITY, OR NON-INFRINGEMENT; (b) CUSTOMER'S RELIANCE ON OR USE OF ANY OUTPUT; OR (c) ANY DECISION OR ACTION TAKEN BY CUSTOMER OR ANY THIRD PARTY BASED ON ANY OUTPUT. THIS ALLOCATION IS IN ADDITION TO, AND DOES NOT LIMIT, THE OTHER DISCLAIMERS AND LIMITATIONS IN THE AGREEMENT.

14.4 Uncapped claims. Neither the caps in Section 14.2 nor the exclusion of indirect damages in Section 14.1 applies to: (a) Customer's payment obligations under Section 10; (b) either party's indemnification obligations under Section 15; (c) a party's breach of its confidentiality obligations under Section 11 (other than with respect to Customer Content, the unauthorized access to, acquisition of, or disclosure of which is addressed by the enhanced cap in Section 14.2(b)); (d) a party's fraud or willful misconduct; or (e) liability that cannot be limited or excluded under applicable law.

14.5 Basis of the bargain. The parties agree that the limitations and exclusions in this Section 14 are an essential basis of the bargain and that the fees reflect this allocation of risk.

15. Indemnification

15.1 Cap Orbit IP indemnity. Cap Orbit will defend Customer against any third-party claim alleging that the Service, as provided by Cap Orbit and used in accordance with the Agreement, infringes that third party's United States patent, copyright, or trademark or misappropriates its trade secret, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded against Customer (or agreed in settlement by Cap Orbit) on such a claim.

15.2 Exclusions. Cap Orbit has no obligation under Section 15.1 to the extent a claim arises from: (a) Customer Content, Inputs, or any Output (including any claim that an Output is not unique, original, or non-infringing, which is addressed by Section 5.3); (b) Customer's combination of the Service with products, data, or services not provided by Cap Orbit, where the claim would not have arisen but for the combination; (c) Customer's use of the Service in violation of the Agreement or the Acceptable Use Policy; (d) Customer's continued use after notice to modify or stop; or (e) any modification of the Service not made by Cap Orbit.

15.3 Remedies for infringement. If the Service is, or in Cap Orbit's reasonable opinion is likely to become, the subject of an infringement claim, Cap Orbit may, at its option and expense: (a) procure for Customer the right to continue using the Service; (b) modify or replace the Service so it is non-infringing while substantially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription and refund any prepaid fees for the unused portion of the subscription term. This Section 15 states Cap Orbit's entire liability, and Customer's exclusive remedy, for any claim of infringement or misappropriation.

15.4 Customer indemnity. Customer will defend, indemnify, and hold harmless Cap Orbit and its officers, directors, employees, and agents from and against any third-party claim, and any resulting damages, liabilities, settlements, and reasonable attorneys' fees, arising out of or relating to: (a) Customer's Inputs or Customer Content, including any claim that they infringe or misappropriate a third party's rights, violate any law (including any US state privacy law or financial-privacy law), or were submitted without the rights, notices, or consents required by Section 8; (b) Customer's or its Authorized Users' use of the Service or any Output in violation of the Agreement or the Acceptable Use Policy; and (c) any decision or action taken by Customer, an Authorized User, or a third party in reliance on any Output.

15.5 Procedure. The indemnified party will: (a) promptly notify the indemnifying party of the claim (provided that failure to do so will not relieve the indemnifying party except to the extent prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided that any settlement that imposes a non-monetary obligation or admission on the indemnified party requires its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

16. Suspension

16.1 Grounds. Cap Orbit may suspend Customer's or an Authorized User's access to the Service, in whole or in part, if: (a) Customer fails to pay undisputed fees when due and does not cure within ten (10) days after notice; (b) Cap Orbit reasonably determines that continued access poses a security risk to the Service, to Cap Orbit, or to others, or may subject Cap Orbit to liability; or (c) Customer or an Authorized User materially violates the Acceptable Use Policy.

16.2 Notice and scope. Cap Orbit will use commercially reasonable efforts to give notice before or promptly after a suspension and to limit the suspension to the affected accounts or activity. Where the ground for suspension is a security risk requiring immediate action, Cap Orbit may suspend first and notify promptly thereafter.

16.3 Restoration. Cap Orbit will restore access promptly after the ground for suspension is resolved. A suspension under this Section does not relieve Customer of its payment obligations for the subscription term.

17. Publicity

17.1 Logo and name use. Cap Orbit may identify Customer as a customer and use Customer's name and logo on Cap Orbit's website and in marketing materials, solely to identify Customer as a customer and in accordance with any trademark usage guidelines Customer provides.

17.2 Opt out. Customer may opt out of the use described in Section 17.1 at any time by written notice to Cap Orbit, after which Cap Orbit will cease the relevant use on a prospective basis within a reasonable period. Any other public use of a party's name or marks requires the other party's prior written consent.

18. General

18.1 Assignment. Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign the Agreement in its entirety, without consent, to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any other attempted assignment is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

18.2 Subcontracting and Subprocessors. Cap Orbit may engage Subprocessors and other subcontractors to help provide the Service, provided that Cap Orbit remains responsible for their performance and binds them to obligations consistent with the Agreement, including the Data Processing Addendum with respect to the processing of Customer Content. The current Subprocessors and related service providers are listed in the Subprocessor List.

18.3 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, acts of government, and failures of third-party providers or networks.

18.4 Notices. Legal notices under the Agreement must be in writing and sent to Cap Orbit at legal@cap-orbit.com and at 1111B South Governors Avenue, Suite 40882, Dover, DE 19904, and to Customer at the email and postal address on the applicable Order or in Customer's account. Notices are effective on receipt, or, for email, on confirmed transmission absent a bounce. Operational and routine notices may be given through the Service or to the contacts on file.

18.5 Severability. If any provision of the Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force.

18.6 Waiver. No waiver of any provision or breach is effective unless in writing and signed by the waiving party, and no waiver is a waiver of any subsequent breach.

18.7 Independent contractors. The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

18.8 Export and sanctions compliance. Each party will comply with all applicable United States export control and economic sanctions laws and regulations. Customer represents that it and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive US sanctions, are not on any US government restricted-party list, and will not use the Service in violation of any export or sanctions law.

18.9 US operation and compliance. The Service is operated from the United States and is intended for use by US-based businesses. Customer is responsible for compliance with US federal and state laws applicable to its use.

18.10 Order of precedence. In the event of a conflict among the documents that make up the Agreement, the following order of precedence controls, from highest to lowest: (a) the applicable Order, but only as to the specific terms it expressly addresses; (b) the Data Processing Addendum, but only as to the processing of Customer Content and Customer Personal Information; (c) these Terms; and (d) the Acceptable Use Policy and the Subprocessor List. A more specific term controls over a more general one on the same subject. The Privacy Policy is not part of this order of precedence because it is a privacy disclosure, not a contract term.

18.11 Entire agreement. The Agreement is the complete and exclusive statement of the parties' agreement regarding the Service and supersedes all prior or contemporaneous proposals, understandings, and communications, whether oral or written, regarding its subject matter. No terms in any Customer purchase order or other Customer ordering document will apply, and any such terms are rejected and of no effect, even if Cap Orbit accepts or does not object to the purchase order.

18.12 Amendment. Except as provided in Section 20, no amendment to the Agreement is effective unless in writing and signed or accepted by authorized representatives of both parties.

18.13 Counterparts and electronic acceptance. An Order may be executed in counterparts and accepted electronically, including by click-through, and electronic acceptance has the same effect as a handwritten signature.

19. Governing Law, Venue, and Dispute Resolution

19.1 Governing law. The Agreement, and any dispute arising out of or relating to it or the Service, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any dispute arising out of or relating to the Agreement or the Service, and each party waives any objection to that forum based on inconvenience or otherwise.

19.3 Informal resolution; equitable relief. Before initiating a formal proceeding, the parties will attempt in good faith to resolve any dispute through discussions between representatives with authority to settle. Notwithstanding anything to the contrary, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

20. Changes to the Terms

20.1 Updates. Cap Orbit may update these Terms and the incorporated policies from time to time. For changes that materially and adversely affect Customer's rights or obligations, Cap Orbit will provide reasonable advance notice (for example, by email to the account contact or through the Service) before the changes take effect. Non-material changes (for example, clarifications and changes that do not adversely affect Customer) may take effect on posting.

20.2 Acceptance of changes. Changes apply prospectively. Customer's continued use of the Service after the effective date of an updated version constitutes acceptance of the update. If Customer does not agree to a material change, Customer's exclusive remedy is to stop using the Service and, for a change that takes effect during a paid subscription term and materially and adversely affects Customer, to terminate the affected Order on written notice given before the change takes effect and receive a pro-rata refund of prepaid fees for the unused portion of the then-current term. Changes do not apply retroactively to a dispute of which Cap Orbit has notice before the change's effective date.

20.3 Order terms. Notwithstanding this Section 20, the commercial terms in a signed Order (including price and seat count) may be changed only as provided in that Order or by mutual written agreement.

_(c) 2026 Cap Orbit._