Terms of Service

Orbinly is operated by Picxer Technologies, LLC, a Florida limited liability company (“Orbinly”, “we”, “us”). By creating an account or using Orbinly (the “Service”), you agree to these Terms of Service (“Terms”). If you do not agree, do not use the Service.

These Terms form one agreement together with the documents they refer to:

• our Privacy Policy;
• our Data Processing Addendum, which applies to the personal data you put into the Service (see section 9);
• our Acceptable Use Policy;
• our Refund & Cancellation Policy; and
• our Copyright Policy.

If you use the Service for an organisation, you confirm that you have authority to accept these Terms for it, and “you” includes that organisation. Orbinly is a business service. It is for people and organisations acting in the course of a trade, business or profession, not for personal or household use.

Orbinly provides a white-label platform for agencies and freelancers to create branded client portals, including project management, file sharing, invoicing, proposals and contracts, messaging, automations and optional AI features. We may add, change or remove features. We will give reasonable notice of a change that significantly reduces what a paid plan includes.

Orbinly is software. It is not a law firm, accountant, tax adviser, bank or payment processor, and nothing in the Service, including templates, drafts and AI output, is legal, financial, tax or other professional advice. We are not a party to any agreement between you and your clients, and we are not responsible for the work you do for them.

Some features are labelled beta or preview. They are provided as they are, may change or end without notice, and may not be covered by support. Do not rely on them for anything critical.

You must provide accurate, complete information when creating an account and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, including activity by team members and client contacts you invite. Tell us promptly at security@orbinly.com if you believe an account has been compromised.

You must be at least 18 years old, or the age of majority where you live if that is higher, to create an account or use the Service. Orbinly is a business service and is not intended for, or directed to, anyone under 18. We do not check the age of people you invite to the Service, such as team members or client contacts, and you are responsible for making sure each of them meets this age requirement. If we learn that an account belongs to someone who does not, we may suspend or close it.

Each account is for one person. You may not share a login. You are responsible for turning on the sign-in protections that suit your own obligations, such as requiring two-factor sign-in for your team.

You decide who you invite into the Service and what you put in it. As between you and Orbinly, you are responsible for:

• your relationship and any contracts with your clients and the other people you invite;
• having a lawful basis, and giving any notices and getting any consents, needed to collect their personal data, store it in Orbinly and email it, including telling your clients that Orbinly is one of the services that processes their data for you;
• the accuracy and legality of the invoices, proposals, contracts, messages and files you create or send through the Service, and of the emails and notifications you trigger, including through automations;
• complying with the laws that apply to your business and your messages, such as consumer-protection, tax, anti-spam and privacy laws; and
• the third-party tools you add to your portals (see section 11) and anything you agree with their providers.

Orbinly has a Free plan and paid plans, described on our pricing page. Paid plans are billed in advance, monthly or annually depending on the billing period you choose, and renew automatically for the same period until you cancel. You authorise us, through our payment provider Stripe, to charge your payment method each period. You can cancel at any time from the Billing page; cancellation takes effect at the end of the current period, as described in our Refund & Cancellation Policy.

All fees are non-refundable except as stated in that policy. Prices exclude taxes. You are responsible for any sales, use, VAT, GST or similar taxes on your subscription, and we will add them where we are required to collect them. We may change our prices with at least 30 days’ notice; the change applies from your next renewal. Plan limits (such as the number of clients or team members) apply as shown on the pricing page.

If a payment fails we will retry it and may mark your account past due. If the failure is not resolved within 14 days we may pause your account. We do not delete data while an account is paused for non-payment, and you can restore it by paying what you owe. The Free plan is provided without charge and may be limited, changed or ended at any time.

Workspaces can connect a Stripe account so that clients can pay invoices by card or other methods Stripe supports. Those payments are processed by Stripe, not by Orbinly. Orbinly is not a bank, payment processor or money transmitter, does not hold your funds, and is not a party to the payment.

• To receive payments you must accept Stripe’s terms (the Stripe Services Agreement and the Stripe Connected Account Agreement) directly with Stripe, and meet Stripe’s verification requirements. Stripe may decline, limit or close your account, and we are not responsible if it does.
• Stripe’s processing fees apply to payments you receive. Orbinly does not currently add its own fee to payments your clients make; if that changes we will tell you in advance.
• Refunds, chargebacks, disputes and failed payments are between you, your client and Stripe. You are responsible for the goods or services you invoice, for what you charge, and for the taxes on it.
• You must not use the Service to take payments for anything Stripe prohibits or restricts, or in breach of our Acceptable Use Policy.

Card details are collected by Stripe and do not pass through or get stored by Orbinly. We receive limited information about each payment, such as the amount, status and payer’s name and email.

You must use the Service lawfully and in line with our Acceptable Use Policy. In particular, you must not:

• use the Service for any unlawful purpose;
• upload malicious code or interfere with the Service or its security;
• attempt to gain unauthorised access to any system or data;
• resell or sublicense the Service without our written permission;
• impersonate Orbinly or any third party;
• upload or share content that infringes anyone’s rights, or send unsolicited or unlawful messages; or
• upload protected health information or other regulated data we have not agreed in writing to handle.

You retain all rights to your content. By uploading content, you grant us a limited, worldwide, non-exclusive licence to host, store, copy, transmit and display it solely to operate, secure and support the Service for you and the people you invite, and as the Privacy Policy and Data Processing Addendum describe. You confirm you have the rights needed to give us that licence, including to the names, logos and colours you use to brand your portals.

We retain all rights in the Orbinly platform, software, designs and branding. We do not claim ownership of anything you make with the Service. If you send us feedback or ideas, you let us use them without restriction or payment. We may use aggregated, de-identified information about how the Service is used to run and improve it; it will not identify you or your clients.

Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference.

For the personal data you and your clients put into the Service, you are the controller (or, if you handle it for your own clients, their processor) and Orbinly is your processor (or sub-processor). Our Data Processing Addendum applies automatically, without a separate signature, to that data to the extent privacy laws such as the GDPR, the UK GDPR or US state privacy laws apply. A countersigned copy is available on request. The companies that process data for us are listed on our sub-processors page.

Orbinly is not designed for protected health information (PHI) or other regulated health data. Do not upload it unless you have a written agreement with us that covers it. We have not signed a business associate agreement with any customer unless we have told you so in writing, and we do not claim that Orbinly is HIPAA compliant.

We use reasonable technical and organisational measures to protect the Service, described on our Security page. No system is perfectly secure, and you are responsible for the security of your own devices, passwords and the content you choose to share.

Orbinly offers optional AI features, described in our Privacy Policy. They are off by default, are available only if a workspace owner or admin turns them on, and are not available in workspaces using HIPAA safeguards. By turning on AI features for your workspace, you confirm that you have the right, and any permissions or notices required, to have the content you use them with processed by our AI provider as described in the Privacy Policy.

AI output may be inaccurate, incomplete or unsuitable. It is provided as a draft or an answer for a person to review, and you are responsible for reviewing it, and for approving anything, before you rely on it, send it to a client, or use it in a proposal, contract, invoice or automation. AI output is not legal, financial, tax or medical advice, and contract drafts are starting templates that should be reviewed by a qualified professional before use. Orbinly is not responsible for decisions you make, or content you send, based on AI output.

You must not use AI features to generate unlawful content, to process protected health information or other regulated health data, or to attempt to bypass their safeguards. As between you and Orbinly, you own the output generated from your content, subject to these Terms; Orbinly does not warrant that output is unique or free of third-party rights. We may limit your use of AI features (for example, with daily limits) or suspend them at any time.

The Service works with services run by others, such as Stripe for payments and tools you embed in your client portals (for example calendars, forms or video). Those services are not ours. Their own terms and privacy policies apply, we do not control them and we are not responsible for them, and adding one is your choice and your responsibility. Where an embedded tool is set up to receive a client’s name or email, you are responsible for telling that client and having any consent that is needed.

We respect intellectual property rights and expect you to. If you believe content on the Service infringes your copyright, see our Copyright Policy for how to tell us. We remove content in response to valid notices and may close the accounts of repeat infringers.

We work to keep the Service available but do not guarantee it will be uninterrupted or error-free. We may suspend access for maintenance, security or reasons outside our control, and we will try to give notice of planned downtime. We do not currently offer a service-level agreement or service credits for any plan unless one is agreed in writing. Support is provided by email at hello@orbinly.com.

Either party may terminate at any time: you by cancelling your subscription or closing your workspace, and we by giving you notice. We may suspend or terminate your account immediately for violations of these Terms or our Acceptable Use Policy, for non-payment, to protect the Service, our users or anyone else, or where the law requires.

On termination, your data is retained for 30 days before permanent deletion, giving you time to export it. After that it is deleted from our systems, and copies in backups are removed as those backups are replaced. Sections that by their nature should continue to apply after termination (including those on payment, content, disclaimers, liability, indemnity and disputes) will continue to apply.

To the fullest extent permitted by law, the Service is provided “as is” and “as available”, without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will meet your requirements, be uninterrupted, secure or error-free, or that content or AI output will be accurate or complete.

To the fullest extent permitted by law, Orbinly shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, even if we were told it was possible.

To the fullest extent permitted by law, our total liability to you for all claims arising out of or relating to the Service or these Terms is limited to the greater of (a) the fees you paid us for the Service in the 12 months before the event that gave rise to the claim and (b) US$100.

Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud, for death or personal injury caused by negligence, or for anything else the law does not allow to be excluded.

You will defend and indemnify Orbinly and its owners, officers and employees against claims, losses and reasonable costs (including reasonable legal fees) arising from a third party’s claim about: your content; the way you use the Service; your breach of these Terms or the law; or your dealings with your clients and the people you invite. We will tell you promptly about any claim, and you may not settle it in a way that admits fault on our behalf without our consent.

These Terms and any dispute arising from them or the Service are governed by the laws of the State of Florida, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting a claim, each party agrees to give the other written notice of the dispute and to try in good faith to resolve it informally for 30 days. Orbinly’s notice address is in section 22. If it is not resolved, the courts located in Collier County, Florida (the state courts there, and the United States District Court for the Middle District of Florida) have exclusive jurisdiction, and each party submits to them. Either party may bring a claim that qualifies in a small-claims court, and either party may seek an injunction in any court to protect its intellectual property or confidential information.

To the fullest extent permitted by law, each party waives any right to a jury trial, and any claim must be brought only in a party’s individual capacity and not as a plaintiff or class member in any class, collective or representative proceeding.

Orbinly is for business use. If, despite that, you are a consumer under the law of the place where you live, nothing in these Terms removes mandatory consumer rights you have under that law.

You confirm that you are not located in, or ordinarily resident in, a country or region subject to United States embargo or comprehensive sanctions, and that you are not on a United States list of restricted parties. You will not use the Service in breach of export-control or sanctions laws.

• Entire agreement. These Terms and the documents listed in section 1 are the whole agreement between you and us about the Service and replace earlier agreements about it. A written agreement signed by both of us (for example an Enterprise order) takes priority where it says so.
• Assignment. You may not assign these Terms without our consent. We may assign them as part of a merger, acquisition or sale of the business, or to an affiliate.
• Severability and waiver. If a provision is unenforceable, the rest still applies. Not enforcing a provision is not a waiver of it.
• Events beyond our control. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, power or internet failures, outages at infrastructure providers, war, strikes or government action. This does not excuse a duty to pay.
• No partnership. The parties are independent contractors. These Terms do not create a partnership, agency or employment relationship, and give no rights to anyone who is not a party.
• Notices. We may give you notice by email to your account address or through the Service. You may give us notice by email to legal@orbinly.com.
• Electronic agreement. You agree that these Terms, and notices under them, can be given and accepted electronically.

We may update these Terms from time to time. We will notify you by email and via an in-app notice at least 14 days before material changes take effect. Continued use of the Service after changes constitutes acceptance. If you do not agree to a change, you may cancel before it takes effect.

Questions about these Terms, or notices to us?

Picxer Technologies, LLC, a Florida limited liability company, operates Orbinly. Email legal@orbinly.com.