Orby

Legal

Terms of Service

Last updated September 29, 2026

Effective date: July 10, 2026
Last updated: September 29, 2026

PLEASE READ THESE TERMS CAREFULLY.

IMPORTANT NOTICE FOR USERS IN THE UNITED STATES AND CANADA: Section 22 of these Terms contains an agreement to arbitrate, a class action waiver, and a jury trial waiver that affect your legal rights. Except for certain kinds of disputes described in Section 22, you and Orby agree that disputes between us will be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration. You may opt out of the agreement to arbitrate within 30 days as described in Section 22.10.

A note on these Terms: We have tried to write these Terms as clearly as possible. Short "In short" summaries appear at the start of some sections. These summaries are provided for convenience only; they are not part of the Terms, and the full text of each section controls.

CONTENTS
1. Introduction and Acceptance of These Terms
2. Definitions
3. Who May Use the Services
4. Privacy
5. Your Orby Account
6. Your Content
7. Communities and Moderators
8. Real-Time Chat, Messaging, and Voice
9. Acceptable Use of the Services
10. Content Moderation, Enforcement, and Appeals
11. Copyright, Trademark, and Repeat-Infringer Policy
12. Orby's Intellectual Property and Your License to Use the Services
13. Paid Services, Subscriptions, and Virtual Goods
14. Advertising, Promotions, and Branded Content
15. Third-Party Services and Content
16. Developers, API Access, and Automated Access
17. Identity and Age Verification
18. Beta, Preview, and Experimental Features
19. Termination, Suspension, and Account Deletion
20. Disclaimers of Warranties
21. Limitation of Liability
22. Dispute Resolution; Agreement to Arbitrate; Class Action Waiver
23. Governing Law and Venue
24. Changes to These Terms
25. Additional Terms for the Mobile Applications
26. Miscellaneous
27. Supplemental Terms for Users in the EEA, United Kingdom, and Other Jurisdictions
28. Contact Information

1. INTRODUCTION AND ACCEPTANCE OF THESE TERMS

In short: These Terms are a contract between you and Orby Social Inc. By creating an account or using Orby, you agree to them.

1.1. These Terms of Service (these "Terms") constitute a legally binding agreement between you and Orby Social Inc., a Delaware corporation [registered address to be completed] ("Orby," "we," "us," or "our"), and govern your access to and use of the Orby platform, including our website (orbysocial.com and any subdomains), our mobile apps, our real-time communication features, our application programming interfaces ("APIs"), our moderator tools, our advertiser tools, and all other products, features, software, and services that we make available and that link to or reference these Terms (collectively, the "Services").

1.2. By creating an Orby account, clicking to accept these Terms, or otherwise accessing or using the Services, you: (a) acknowledge that you have read and understood these Terms; (b) represent that you meet the eligibility requirements in Section 3; and (c) agree to be bound by these Terms and by all policies incorporated into them by reference. If you do not agree to these Terms, you must not access or use the Services.

1.3. The following policies are incorporated into and form part of these Terms, as they may be updated from time to time (collectively, the "Orby Policies"):

To the extent Supplemental Terms conflict with these Terms, the Supplemental Terms control with respect to the specific feature to which they apply.

1.4. If you use the Services on behalf of a company, organization, government, or other legal entity (for example, if you operate an advertiser account for your employer), you represent and warrant that you are authorized to bind that entity to these Terms, in which case "you" refers to that entity, and you agree to be jointly and severally responsible with that entity for compliance with these Terms.

1.5. These Terms may be made available in multiple languages. If there is any inconsistency between the English-language version and a translated version, the English-language version controls to the maximum extent permitted by applicable law.

2. DEFINITIONS

In addition to terms defined elsewhere in these Terms, the following definitions apply:

3. WHO MAY USE THE SERVICES

In short: You must be at least 13 (or older where your local law requires), not previously banned, and not barred by sanctions laws.

3.1. Minimum age. You must be at least 13 years old to use the Services. We collect your date of birth at sign-up to enforce this. If the laws of your country of residence require a higher minimum age for you to lawfully use the Services or for us to process your personal data without parental consent (for example, 16 in certain EEA member states), you must meet that higher age requirement. The Services are not directed to children under 13, and we do not knowingly permit children under 13 (or under the applicable higher minimum age) to use the Services. If we become aware that a user does not meet the applicable minimum age, we will terminate that user's Account.

3.2. Parents and guardians. If you are old enough to use the Services in your jurisdiction but are under the age of majority (typically 18), you may use the Services only if your parent or legal guardian has reviewed and agreed to these Terms on your behalf. If you are a parent or legal guardian who permits a minor to use the Services, these Terms apply to you, and you are responsible for the minor's use of the Services, including all activity on and all liabilities associated with the minor's Account. We offer family supervision tools that let a parent or guardian link with their teen's account by mutual code. Certain features — including Paid Services, advertising tools, and features or Communities designated as mature — are available only to users who are at least 18 years old.

3.3. Ability to contract. You represent that you have the legal capacity to enter into a binding contract in your jurisdiction, or that your parent or legal guardian has agreed to these Terms on your behalf as described above.

3.4. Previously terminated users. You may not use the Services, and you may not register a new Account, if we have previously suspended or permanently terminated your Account or banned you from the Services, unless we have expressly authorized you to return in writing. Creating a new Account to evade a suspension or ban is a material breach of these Terms.

3.5. Sanctions and export restrictions. You may not use the Services if you are located in, ordinarily resident in, or organized under the laws of any country or territory that is subject to comprehensive sanctions administered by the U.S. government, or if you are named on any U.S. or other applicable government list of prohibited, denied, or restricted parties. You represent and warrant that none of the foregoing applies to you.

3.6. Compliance with law. You may use the Services only in compliance with these Terms and all laws, rules, and regulations applicable to you.

4. PRIVACY

4.1. Our Privacy Policy describes how we collect, use, share, and retain personal data when you use the Services, and explains the rights and choices available to you. By using the Services, you acknowledge that we will process your personal data as described in the Privacy Policy.

4.2. Certain features have privacy characteristics that are described in the product experience or in the Privacy Policy — for example, whether a Community is public, restricted, or private, whether messages are persistent or disappearing, and how long deleted Content is retained in backups. You are responsible for understanding the visibility settings of the spaces in which you post before you post.

4.3. We may access, retain, and disclose your information and Your Content where we believe in good faith that doing so is reasonably necessary to: (a) comply with applicable law, legal process, or enforceable governmental requests; (b) enforce these Terms and the Orby Policies, including investigating potential violations; (c) detect, prevent, or otherwise address fraud, abuse, security, or technical issues; (d) respond to user support requests; or (e) protect the rights, property, or safety of Orby, our users, or the public, including to prevent death or imminent bodily harm and to report suspected child sexual exploitation to the National Center for Missing & Exploited Children and other appropriate authorities. The text of your DMs is end-to-end encrypted and cannot be read by our servers, as described in Section 8.3 and the Privacy Policy.

5. YOUR ORBY ACCOUNT

In short: Keep your credentials secure, give us accurate information, and don't buy, sell, or share accounts. You're responsible for what happens on your Account.

5.1. Registration. To use most features of the Services you must create an Account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You may not register an Account using another person's identity or contact information, or using disposable or fraudulent contact information for the purpose of evading enforcement.

5.2. One person, one identity per Account. An Account may be used only by the person who registered it (or, for organizational accounts such as advertiser accounts, by authorized personnel of the registering entity). You may maintain more than one Account only where our Community Guidelines permit it, and you may not use multiple Accounts to evade enforcement actions, manipulate voting or ranking systems, harass others, or otherwise violate these Terms.

5.3. Usernames. Usernames and display names are subject to our Community Guidelines. We may reclaim, change, or require you to change a username if we reasonably believe it: (a) infringes or misappropriates the rights of another person, including trademark rights; (b) impersonates another person or entity; (c) is misleading, deceptive, or associated with a stale or inactive Account; or (d) otherwise violates these Terms. You acquire no ownership rights in any username.

5.4. Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account, whether or not authorized by you, except to the extent caused by our failure to maintain reasonable security measures. You agree to: (a) use a strong, unique password; (b) enable multi-factor authentication where available (Orby supports authenticator apps and passkeys); (c) never share your credentials or authentication tokens with any third party; and (d) notify us immediately at security@orbysocial.com if you suspect any unauthorized access to or use of your Account. We are not liable for losses arising from unauthorized use of your Account to the extent caused by your failure to comply with this Section.

5.5. No sale or transfer. You may not sell, rent, license, lend, transfer, or assign your Account, your username, any Community you administer, any Moderator position, or any Account right or feature, in whole or in part, whether for compensation or otherwise, without our prior written consent. Any attempted transfer in violation of this Section is void.

5.6. Inactive accounts. We may treat an Account as inactive if it has not been logged into or used for an extended period, and we may reclaim usernames associated with inactive Accounts, deactivate inactive Accounts, or delete them in accordance with our data retention practices, in each case after providing reasonable advance notice where required by applicable law.

5.7. Contact. You agree that we may contact you using the contact information associated with your Account for service-related communications, including security alerts, legal notices, enforcement notifications, and material changes to these Terms. You are responsible for keeping your contact information current.

6. YOUR CONTENT

In short: You own Your Content. You give us the license we need to operate, improve, and promote the Services. You're responsible for what you post.

6.1. Ownership. You retain all ownership rights you hold in Your Content. These Terms do not transfer ownership of Your Content to us.

6.2. License to Orby. In order for us to operate the Services — for example, to host and store Your Content, display it to users across devices and formats, distribute it in feeds and search results, generate previews and thumbnails, transcode video for streaming, allow other users to react to and share it, and back it up — you grant us a non-exclusive, worldwide, royalty-free, fully paid, transferable, and sublicensable (including through multiple tiers) license to host, store, cache, reproduce, adapt, modify (for example, to reformat, resize, transcode, or create excerpts and previews), publish, translate, distribute, publicly perform, publicly display, and create derivative works of Your Content, in any media or distribution formats and through any media channels now known or later developed, for the purposes of operating, developing, providing, promoting, and improving the Services and researching and developing new ones. This license includes the right for us to make Your Content available to, and to permit its use by, other companies, organizations, and individuals we work with in providing the Services (such as our hosting, content delivery, and safety vendors), and, where you have posted Content publicly, to make it available to other users and to the public through the Services, including through embeds and search indexing.

6.3. Duration of license. The license in Section 6.2 continues for so long as Your Content remains on the Services, and ends within a commercially reasonable time after you delete Your Content or your Account, except that the license continues: (a) for Content that we retain in routine backups for a limited period; (b) for Content that other users have lawfully re-shared, quoted, cross-posted, or incorporated into their own Content prior to deletion, to the extent of that continued use; (c) for Content we are required to retain by law or a valid legal process, or that we retain in connection with an active investigation or enforcement matter; and (d) for aggregated, anonymized, or de-identified data derived from Your Content that does not identify you.

6.4. Moral rights. To the maximum extent permitted by applicable law, you irrevocably waive, or agree not to assert, any moral rights or rights of attribution and integrity you may have in Your Content, against Orby and its sublicensees, solely to the extent necessary for us to exercise the license in Section 6.2. Nothing in this Section requires you to waive rights that cannot be waived under applicable law.

6.5. Your responsibilities and representations. You are solely responsible for Your Content. You represent and warrant that: (a) you own Your Content or have obtained all rights, licenses, consents, releases, and permissions necessary to post it and to grant the license in Section 6.2; (b) Your Content, and our use of it as permitted by these Terms, does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other rights, or violate any applicable law; and (c) Your Content complies with these Terms and the Community Guidelines.

6.6. No obligation to host. We have no obligation to host, display, distribute, or retain any of Your Content, and we may remove, restrict, or refuse to distribute any Content as described in Section 10. We are not responsible for any loss, corruption, or deletion of Your Content, and you should retain your own copies of anything important to you.

6.7. Feedback. If you provide us with feedback, suggestions, ideas, or proposals about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use and exploit the Feedback for any purpose without restriction, compensation, or attribution. We are under no obligation to keep Feedback confidential.

6.8. Other users' content. You may encounter Content from other users that is inaccurate, offensive, or otherwise objectionable. We do not endorse, support, verify, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content, and Content does not reflect the views of Orby. You use and rely on any Content at your own risk.

7. COMMUNITIES AND MODERATORS

In short: Communities are created and run by users. Moderators are volunteers, not our employees. Community rules can add to — but never override — these Terms.

7.1. Communities. The Services allow users to create and join Communities organized around topics and interests. Each Community may adopt its own rules, norms, posting requirements, and membership criteria ("Community Rules"), and may configure its own feed, chat, and features. Community Rules may impose additional requirements beyond these Terms and the Community Guidelines, but may not conflict with, weaken, or purport to override them. By participating in a Community, you agree to comply with its Community Rules.

7.2. Community creation. When you create a Community, you must configure it accurately (including any designation as mature, restricted, or private), and you are responsible for its initial Community Rules and settings. Community names, descriptions, iconography, and rules are Content subject to these Terms. You acquire no ownership interest in any Community, Community name, or associated feature, regardless of your role in creating or growing it.

7.3. Moderators are volunteers. Communities are moderated by users, including their creators, who act as volunteers. If you serve as a Moderator: (a) you do so voluntarily and without compensation from Orby; (b) you are not an employee, agent, contractor, partner, or representative of Orby, and you may not represent yourself as one; (c) no employment, agency, partnership, or joint venture relationship is created between you and Orby; and (d) you agree to comply with any moderator rules we publish, in addition to these Terms and the Community Guidelines.

7.4. Moderator responsibilities. As a Moderator, you agree to: (a) take reasonable steps to ensure your Community complies with these Terms, the Community Guidelines, and applicable law, including by acting on violating Content that is reported to you or that you become aware of; (b) accurately designate your Community's settings, including mature-content designations; (c) use Moderator tools, permissions, and non-public information made available to you only for legitimate moderation purposes in the Community in which they were granted; (d) not accept, solicit, or offer any form of payment, compensation, or thing of value in exchange for taking, or refraining from taking, any moderation action (including approving Content, assigning tags, or admitting members), except through programs expressly authorized by Orby in writing; and (e) not use your Moderator position to harass users, suppress lawful competition, extort concessions, or advance undisclosed commercial interests.

7.5. Our rights with respect to Communities and Moderators. We may, at any time and with or without notice where permitted by law: (a) add, remove, suspend, or replace Moderators of any Community; (b) reclaim, rename, merge, archive, restrict, quarantine, or remove any Community, including Communities that are unmoderated, systematically violating, abandoned, or squatted; (c) override, reverse, or modify any moderation decision; (d) limit the number of Communities a user may create or moderate; and (e) establish and enforce eligibility criteria for Moderators. Moderator status is a revocable privilege, not a right.

7.6. No liability for Community actions. Moderators act on their own behalf, and their decisions (including removing your Content from a Community, banning you from a Community, or declining your Posts) are not decisions of Orby. To the maximum extent permitted by law, we are not responsible or liable for the acts or omissions of Moderators. Being banned from an individual Community by its Moderators does not, by itself, constitute enforcement action by Orby, and does not necessarily prevent you from using other parts of the Services.

8. REAL-TIME CHAT, MESSAGING, AND VOICE

In short: Chat and DMs are part of the Services and subject to the same rules. DM text is end-to-end encrypted, with a send-time safety screen; the screened copy is discarded unless the message fails, in which case it is held encrypted for up to 48 hours for safety analysis. Don't use chat to evade the rules.

8.1. Scope. The Services include real-time communication features, which may include Community and post Channels, group chats, direct messages ("DMs"), live audio and video sessions, threads, and presence indicators. All Content transmitted through these features is subject to these Terms and the Community Guidelines.

8.2. Persistence and visibility. Depending on configuration, chat Content may be persistent or disappearing, and may be visible to entire Communities, defined member groups, or only to conversation participants. Recipients of your messages may retain, copy, screenshot, or re-share them; we are not responsible for what recipients do with Content you choose to send.

8.3. Encryption and safety processing. The text of DMs is protected with end-to-end encryption and stored as ciphertext our servers cannot read. When you send a DM, our apps also submit a short-lived plain-text copy of the message for automated safety screening — content filters, abuse-pattern matching, and AI moderation services — which can block messages that violate our rules; that copy is screened in memory and discarded immediately if the message passes; if it fails the screen it is retained in encrypted form for up to 48 hours for conversation-level safety analysis and then deleted, as described in the Privacy Policy. For the surfaces our systems can see — Channels, group chats, DM attachments, and message metadata — we use a combination of automated systems and human review to detect and act on violations of these Terms and illegal content, including matching attachments against known child-sexual-abuse-material hashes and detecting malware, phishing, spam, and other abuse, in each case consistent with our Privacy Policy and applicable law. Reporting a message shares its content with us for review, including end-to-end encrypted DM text that a participant chooses to report. Nothing in this Section obligates us to monitor any Content, and end-to-end encryption does not prevent your recipients from retaining or sharing what you send them.

8.4. Communication limits. We may impose and adjust limits on messaging features to protect users, including rate limits, restrictions on who can DM you or add you to group chats, restrictions applicable to new or unverified Accounts, keyword and link filters, and blocking and muting tools. You agree not to circumvent any such limits.

8.5. Voice and live features. Live audio and video features, where offered, allow other participants to hear and see you in real time. Live content is transmitted through our infrastructure and is not recorded or retained by us beyond the transient buffering needed to deliver it; any feature that records will say so clearly to participants before it does. You are responsible for what you transmit through live features, and violations occurring in live sessions are enforceable in the same manner as any other Content.

9. ACCEPTABLE USE OF THE SERVICES

In short: Don't break the law, don't harm people, don't attack the platform, don't manipulate the systems, and don't take our data without permission.

9.1. Compliance with rules. You must comply with these Terms, the Community Guidelines, applicable Community Rules, and applicable law when using the Services. The Community Guidelines contain our detailed content and conduct rules and examples; this Section sets out core categories of prohibited conduct. In case of conflict, the more restrictive provision applies.

9.2. Prohibited content and conduct. You may not post, share, send, or engage in, and may not use the Services to facilitate, any of the following:

(a) content that sexualizes, exploits, or endangers minors in any way, including child sexual abuse material, grooming, sexualized commentary about minors, or attempts to obtain sexual content from or involving minors — we report this conduct to the National Center for Missing & Exploited Children and law enforcement;

(b) illegal content or activity, including the sale or facilitation of illegal or regulated goods and services (such as illegal drugs, firearms in violation of applicable law, counterfeit goods, or stolen data), human trafficking, or sexual exploitation;

(c) terrorism or violent extremism, including content produced by or in support of designated terrorist organizations, incitement to violence, credible threats of violence against any person or group, or glorification of violent acts;

(d) harassment, bullying, or abuse, including targeted insults, encouraging self-harm or suicide, sexual harassment, and coordinating or participating in brigading, dogpiling, or harassment campaigns against any person, Community, or group, on or off the Services;

(e) hateful conduct, including content that promotes hatred, violence, dehumanization, or discrimination against people on the basis of race, ethnicity, national origin, religion, caste, sex, gender identity, sexual orientation, disability, serious disease, immigration status, or veteran status;

(f) non-consensual intimate media, including creating, soliciting, sharing, or threatening to share intimate or sexually explicit images or deepfakes of any person without their consent;

(g) violations of privacy, including posting others' personal or identifying information without consent ("doxxing"), stalking, or threats to expose personal information;

(h) fraud, deception, and inauthentic behavior, including scams, phishing, pyramid or Ponzi schemes, market or securities manipulation, coordinated inauthentic behavior, undisclosed paid influence operations, artificial amplification, vote manipulation, engagement farming, and the purchase, sale, or exchange of votes, reputation signals, Accounts, Communities, or Moderator actions;

(i) impersonation of any person or entity, or misrepresentation of your affiliation with any person or entity, including through misleading usernames, profiles, or Communities (clearly labeled parody and commentary are addressed in the Community Guidelines);

(j) election and civic-process interference, including content that misleads people about how, when, or where to vote or participate in a census, or that incites interference with the administration of an election;

(k) self-harm promotion, including content that encourages, glorifies, or provides instructions for suicide, self-injury, or eating disorders (support, recovery, and news discussion are addressed in the Community Guidelines);

(l) gratuitous violence and gore posted for shock value, or content depicting or celebrating the abuse of humans or animals;

(m) sexually explicit content posted outside spaces properly designated for adult content, sexually explicit content involving non-consenting persons in any space, or commercial sexual services;

(n) malware and malicious activity, including distributing viruses, worms, ransomware, spyware, or any other malicious code, or links to any of the foregoing;

(o) spam, including bulk unsolicited messages or submissions, repetitive or irrelevant posting, deceptive links, clickbait designed to mislead, and unauthorized commercial solicitation.

9.3. Prohibited technical conduct. You may not, and may not attempt to, and may not enable, encourage, or assist any third party to:

(a) access, probe, scan, or test the vulnerability of the Services or any related system or network, or breach or circumvent any security, authentication, rate-limiting, or anti-abuse measure, except good-faith security research conducted in accordance with Section 16.4;

(b) interfere with or disrupt the Services or any user, host, or network, including by means of denial-of-service attacks, flooding, mail-bombing, or resource exhaustion;

(c) access the Services or Content through any means other than the interfaces we provide and authorize;

(d) scrape, crawl, harvest, index, cache, copy, or otherwise collect the Services or any Content or data from the Services by automated means without our prior written consent, whether directly or through an intermediary, including for the purpose of training, fine-tuning, evaluating, or improving any machine learning or artificial intelligence model, and regardless of whether the Content is publicly accessible;

(e) develop, distribute, or use any bots, scripts, extensions, or automation on the Services except as we expressly authorize in writing;

(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Services, except to the extent this restriction is prohibited by applicable law or permitted by an applicable open-source license;

(g) copy, modify, distribute, sell, rent, lease, sublicense, or create derivative works of the Services or any part of them;

(h) remove, obscure, or alter any proprietary notices on the Services;

(i) frame, mirror, or embed the Services or Content in a manner not authorized by us;

(j) misuse reporting, flagging, appeal, counter-notice, or support systems, including by submitting reports or appeals that are knowingly false, fraudulent, or systematically unfounded; or

(k) use the Services to develop, offer, or operate a product or service that competes with the Services using our data, or use data obtained from the Services to build or populate any database or service of user profiles.

9.4. Off-platform conduct. We may consider relevant off-platform behavior — for example, credible evidence of violent threats, child endangerment, coordinated harassment, or membership in violent organizations — when assessing whether an Account poses a risk to our users and when taking enforcement action.

9.5. No obligation, full discretion preserved. We do not undertake any obligation to monitor the Services, but we reserve the right to review, screen, and moderate any Content at any time as described in Section 10.

10. CONTENT MODERATION, ENFORCEMENT, AND APPEALS

In short: We enforce our rules using automated systems and human review. We'll tell you when we take action against your Content or Account where the law requires or where we reasonably can, and you can appeal.

10.1. How we moderate. We use a layered approach to moderation that combines: (a) automated detection and enforcement systems, including machine-learning classifiers, hash-matching technologies, and heuristic and behavioral signals; (b) human review; (c) user reports and flagging tools; (d) volunteer Moderators acting within their Communities; and (e) reports from trusted flaggers, hotlines, and law enforcement. Information we publish about our moderation approach forms part of our public commitments but does not create contractual obligations beyond those stated in these Terms and required by law.

10.2. Enforcement actions. If we determine, in our reasonable discretion, that Content or an Account violates these Terms, the Orby Policies, or applicable law, or presents a risk of harm to Orby, our users, or third parties, we may take any enforcement action we consider appropriate, including: (a) removing, restricting access to, or age-gating Content; (b) applying warning labels, interstitials, or context to Content; (c) reducing the visibility, reach, or eligibility for recommendation of Content, Accounts, or Communities; (d) restricting features (for example, posting, messaging, or monetization privileges); (e) issuing warnings; (f) quarantining, restricting, archiving, or banning Communities; (g) temporarily suspending or permanently terminating Accounts; (h) blocking devices, network identifiers, or payment instruments associated with abuse; and (i) reporting conduct to law enforcement or other authorities where we believe it is appropriate or required.

10.3. Severity and context. Enforcement decisions take into account the severity of the violation, context, user history, and risk of harm. Certain categories — including child sexual exploitation, terrorism, and credible threats of violence — will typically result in immediate permanent termination and, where appropriate, referral to authorities, without prior warning.

10.4. Notice. Where required by applicable law, and otherwise where we reasonably can, we will notify you when we remove or restrict your Content or Account, identify the general basis for the decision (including whether the decision was made on the basis of illegality or a violation of these Terms or our policies, and whether automated means were used), and explain your appeal options. We may decline to provide notice or detail where we are legally prohibited from doing so, where doing so would compromise safety, security, or the integrity of an investigation, or where the Content was removed as spam or as part of malicious automated activity.

10.5. Appeals. Except where prohibited by law or where these Terms provide otherwise, you may appeal enforcement decisions through the mechanisms provided in the product. Appeals must be submitted within the time period stated in the appeal interface. We will review appeals in a timely, non-discriminatory, and diligent manner, using human review where required by applicable law, and will inform you of the outcome. Additional redress options for users in certain jurisdictions are described in Section 27.

10.6. Reporting content. We provide in-product tools for reporting Content that you believe violates our rules, and, for users in jurisdictions where the law requires it, dedicated mechanisms for reporting Content you believe is illegal, which allow you to explain the basis for your report. We will process reports in good faith but do not guarantee any particular outcome, and we may take action on reported Content globally or only in specific jurisdictions, depending on the basis of the action.

10.7. Preservation. We may preserve Content and Account records that are the subject of enforcement actions, investigations, or legal process, even after removal from public view or Account deletion, for as long as reasonably necessary and consistent with our Privacy Policy and applicable law.

11. COPYRIGHT, TRADEMARK, AND REPEAT-INFRINGER POLICY

In short: Respect intellectual property. We respond to valid DMCA notices, accept counter-notices, and terminate repeat infringers.

11.1. Respecting IP. We respect the intellectual property rights of others and expect users to do the same. Our Intellectual Property Policy provides additional detail and forms part of these Terms.

11.2. DMCA notices. If you believe Content on the Services infringes your copyright, you (or your authorized agent) may submit a notification under the Digital Millennium Copyright Act ("DMCA") to our designated agent containing: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed (or a representative list); (c) identification of the allegedly infringing material and information reasonably sufficient to locate it (such as a URL); (d) your contact information, including address, telephone number, and email address; (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Designated Copyright Agent: Orby Social Inc., Attn: Copyright Agent, [registered address to be completed]; email: copyright@orbysocial.com. [Registration of the designated agent with the U.S. Copyright Office to be completed before public launch.]

11.3. Counter-notices. If your Content was removed pursuant to a DMCA notice and you believe the removal was a mistake or misidentification, you may submit a counter-notification containing: (a) your physical or electronic signature; (b) identification of the removed material and its prior location; (c) a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; (d) your name, address, and telephone number; and (e) a statement that you consent to the jurisdiction of the federal district court for your judicial district (or, if outside the United States, the federal courts of the State of Delaware), and that you will accept service of process from the person who filed the original notice or their agent. If we receive a valid counter-notification, we may restore the material in accordance with the DMCA unless the original claimant timely notifies us that they have filed a court action.

11.4. Misrepresentation. Any person who knowingly materially misrepresents that material is infringing, or that material was removed by mistake, may be liable for damages under applicable law, including under 17 U.S.C. § 512(f). We may suspend or terminate the reporting privileges, or the Accounts, of persons who repeatedly submit fraudulent or abusive notices or counter-notices.

11.5. Repeat infringers. We will terminate, in appropriate circumstances, the Accounts of users determined to be repeat infringers, and we may also terminate Accounts for a single instance of egregious infringement.

11.6. Trademark complaints. Trademark complaints may be submitted to legal@orbysocial.com and should identify the mark, its registration details (if any), the allegedly infringing use, and the requested action. We may remove or restrict Content or usernames that we determine create a likelihood of confusion or otherwise infringe trademark rights.

12. ORBY'S INTELLECTUAL PROPERTY AND YOUR LICENSE TO USE THE SERVICES

In short: We own the platform. You get a personal, revocable license to use it as intended.

12.1. Our property. The Services — including all software, code, algorithms, models, designs, user interfaces, text, graphics, logos, icons, images, audio, video, look and feel, documentation, and the selection, arrangement, and compilation of Content (but excluding Your Content and other users' Content) — are owned by Orby or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. Except for the limited license expressly granted in Section 12.2, no right, title, or interest in or to the Services is transferred to you, and we reserve all rights not expressly granted.

12.2. Your license. Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, and to download and install a copy of our mobile apps on devices you own or control, solely for your personal, non-commercial use (or, for advertiser tools, solely for your authorized internal business use), in each case as permitted by these Terms and any applicable Supplemental Terms.

12.3. Trademarks. "Orby," the Orby name and logos, and all related names, logos, product and feature names, and slogans are trademarks of Orby Social Inc. or its licensors. You may not use them without our prior written permission, except as permitted by any brand guidelines we publish. All other names, logos, and marks appearing on the Services are the property of their respective owners.

12.4. Open source. The Services include software components licensed under open-source licenses; our Open Source Software Notices identify them. To the extent an open-source license grants you rights or imposes obligations that differ from these Terms with respect to that component, the open-source license controls for that component.

13. PAID SERVICES, SUBSCRIPTIONS, AND VIRTUAL GOODS

In short: Subscriptions auto-renew until you cancel. Virtual goods, if offered, are licensed, not owned, have no real-world value, and are generally non-refundable except where the law says otherwise.

13.1. General. We may offer Paid Services, including our premium subscription ("Orby+" or any successor offering), post amplification (a paid boost of a post's reach, billed to an advertiser account), advertising products, Community-level paid features, and Virtual Goods. Additional terms presented at the point of purchase apply to Paid Services and form part of these Terms. Paid Services may be purchased only by users who are at least 18 years old or who have verifiable consent of a parent or guardian who agrees to be bound by this Section.

13.2. Pricing and taxes. Prices for Paid Services are presented before purchase and may vary by region, platform, and promotional status. Prices are exclusive of taxes unless stated otherwise, and you are responsible for all applicable taxes, levies, and duties. We may change prices prospectively; for subscriptions, price changes take effect no earlier than your next renewal after we provide you notice, and if you do not agree with a price change you may cancel before it takes effect.

13.3. Billing and payment authorization. By providing a payment method, you: (a) represent that you are authorized to use it; (b) authorize us and our payment processors to charge it for the Paid Services you purchase, including recurring subscription charges and applicable taxes; and (c) authorize us to retry failed charges as permitted by applicable law. Purchases made through an app store, where offered, are billed by, and subject to the payment terms of, the applicable app store, and cancellation and refunds for those purchases may need to be handled through the app store.

13.4. Subscriptions and auto-renewal. SUBSCRIPTIONS AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL TO YOUR INITIAL SUBSCRIPTION PERIOD, AT THE THEN-CURRENT PRICE, UNTIL CANCELLED. YOUR PAYMENT METHOD WILL BE CHARGED AT THE START OF EACH RENEWAL PERIOD. YOU MAY CANCEL AT ANY TIME, EFFECTIVE AT THE END OF THE CURRENT PERIOD, THROUGH YOUR ACCOUNT SETTINGS OR, FOR APP STORE PURCHASES, THROUGH YOUR APP STORE SUBSCRIPTION SETTINGS. Where applicable law requires reminders before renewal or a simpler cancellation mechanism, we will comply.

13.5. Free trials, promotions, and gifts. Free trials and promotional pricing convert to paid subscriptions at the then-current price at the end of the trial or promotional period unless you cancel before the conversion. Gifted subscriptions (for example, gifted Orby+) last for the gifted period and then lapse without charge to the recipient. Trial and promotional eligibility, duration, and limits are as described in the applicable offer, and we may limit trials to one per user.

13.6. Refunds. Except as required by applicable law or as expressly stated in the applicable offer, all payments are final and non-refundable, and we do not provide refunds or credits for partially used subscription periods, unused Virtual Goods, or purchases made by mistake. Statutory rights that cannot be excluded — including certain withdrawal and refund rights for consumers in the EEA and United Kingdom described in Section 27 — are not affected.

13.7. Virtual Goods. Virtual Goods, if and where offered (including any virtual currency, awards, badges, or cosmetic items), are licensed to you, not sold. You receive a limited, personal, non-transferable, non-sublicensable, revocable license to use Virtual Goods solely within the Services. Virtual Goods: (a) have no monetary or real-world value; (b) are not redeemable for cash or any legal tender or cryptocurrency, except where we expressly provide an authorized redemption or payout program or where required by law; (c) may not be purchased, sold, traded, or transferred outside the Services or between Accounts, and any attempted external sale or transfer is void and a material breach of these Terms; (d) may be modified, converted, deprecated, or discontinued by us at any time, with reasonable notice where required by law; and (e) may expire as described at the point of issuance. We maintain the authoritative record of Virtual Goods balances.

13.8. Earned rewards. We may offer promotional rewards, credits, or Virtual Goods for actions you take on the Services. Earned rewards are subject to the eligibility conditions, expiration dates, and limits stated in the applicable program, may be modified or revoked in cases of fraud, abuse, or error, and carry no cash value.

13.9. Loss of access. If your Account is terminated or suspended for breach of these Terms, or if you delete your Account, you forfeit any unused Virtual Goods, rewards, and prepaid subscription periods, and you will not be entitled to any refund or compensation for them, except where a refund is required by applicable law or where your Account was terminated by us without cause, in which case we will provide a pro-rata refund of prepaid, undelivered Paid Services.

13.10. Creator monetization. If we offer programs through which users can earn payments (for example, creator subscription tiers, tipping, or paid posts), those programs are governed by separate earning terms, including eligibility, verification, tax documentation, payout thresholds, and clawback provisions, which will be presented to you before you enroll.

14. ADVERTISING, PROMOTIONS, AND BRANDED CONTENT

In short: The Services are supported in part by ads, shown in feeds and on post pages and labeled as Promoted. Advertisers must follow the advertising policies. Paid influence must be disclosed.

14.1. Ads on the Services. The Services are supported in part by advertising. You agree that we may display advertising, sponsored content, and promotional material on the Services — currently in feeds and on post conversation pages, labeled as "Promoted" — and in connection with, near, or interleaved with Content, including Your Content, without compensation to you, provided that we will not represent that you endorse a specific advertiser without your consent. The manner, mode, extent, and targeting of advertising are subject to change. We label ads, provide information about why you are seeing a given ad, and do not serve personalized advertising based on profiling except to users with a confirmed 18+ date of birth who have personalization enabled; we do not permit ad targeting based on special categories of personal data, as described in the Privacy Policy.

14.2. Advertiser tools. If you use our advertiser dashboard, self-serve advertising tools, or otherwise purchase advertising (including post amplification), your use is governed by the advertising terms and advertising policies presented in those tools, which are incorporated into these Terms for such use, and which address campaign purchasing, billing, targeting restrictions, prohibited ad content and categories, measurement, and data use. You are responsible for ensuring your ads comply with applicable law, including consumer protection, disclosure, and industry-specific regulations, in each jurisdiction you target.

14.3. Branded content and paid influence. If you post Content for which you receive or expect compensation or anything of value from a third party (including free products, affiliate revenue, or payment), you must clearly and conspicuously disclose the material connection using any disclosure tools we provide and as required by applicable law and the Community Guidelines. Undisclosed paid promotion, undisclosed affiliate spam, and covert influence campaigns are prohibited.

14.4. Contests and giveaways. If you run a promotion, contest, sweepstakes, or giveaway on the Services, you are solely responsible for its lawfulness and administration, including official rules, eligibility, prize fulfillment, and any required registrations. You must state that the promotion is not sponsored, endorsed, administered by, or associated with Orby, and you release us from all liability related to it.

14.5. Ad blocking and interference. You may not use the Services in a manner designed to systematically defeat, remove, or obscure advertising served by us, and you may not sell, place, or facilitate the placement of advertising on or within the Services except through our authorized advertising products.

15. THIRD-PARTY SERVICES AND CONTENT

15.1. The Services may contain links to, embeds of, or integrations with third-party websites, applications, services, and content ("Third-Party Services"), and may allow you to connect your Account to Third-Party Services (for example, sign-in providers or GIF libraries). We do not control and are not responsible for Third-Party Services, including their content, accuracy, availability, security, policies, or practices. Your use of Third-Party Services is at your own risk and governed by the third party's terms and privacy policy.

15.2. If you connect your Account to a Third-Party Service, you authorize the exchange of information between us and that service as described at the time of connection and in our Privacy Policy, and you may disconnect the integration at any time in your settings.

15.3. A link to or embed of any Third-Party Service or content does not imply our endorsement. We may disable, restrict, or remove any link, embed, or integration at any time, including where we believe it presents legal, security, or safety risks.

16. DEVELOPERS, API ACCESS, AND AUTOMATED ACCESS

16.1. We do not currently offer a general public developer program. Programmatic access to the Services — including through APIs, bots, developer tools, embeds, and any other automated means — is permitted only with our prior written consent or under developer terms we may publish in the future, which will govern registration, authentication, rate limits, permitted and prohibited uses, data handling, security requirements, and revocation.

16.2. Without a separate written agreement with us, data obtained through the Services may not be used to: (a) train, fine-tune, evaluate, or improve any machine learning or artificial intelligence model; (b) be resold, sublicensed, or syndicated; (c) track, profile, or deanonymize users, or infer sensitive characteristics about them; (d) conduct surveillance, including for or on behalf of any government or law enforcement entity; or (e) build or benchmark a competing service.

16.3. We may audit, throttle, suspend, or revoke any programmatic access at any time, with or without notice, including where we reasonably believe the access violates these Terms or applicable law, or poses risks to the Services or our users.

16.4. Good-faith security research reported to security@orbysocial.com in accordance with any vulnerability disclosure guidelines we publish is authorized for purposes of those guidelines, and we will not pursue legal action for research conducted in material compliance with them.

17. IDENTITY AND AGE VERIFICATION

In short: Some features and jurisdictions require age or identity verification. Verification is performed through specialized providers; Orby does not retain your raw ID documents or biometric identifiers.

17.1. We may require you to verify your age, identity, or humanity: (a) where required by applicable law (for example, age assurance requirements in certain jurisdictions); (b) to access age-restricted or mature-designated features or Communities; (c) to use Paid Services, monetization, or advertising features; (d) to recover an Account; (e) where we detect signals of underage use, compromise, or inauthenticity (for example, suspected automated accounts); or (f) as part of verification programs we offer, whether optional or required.

17.2. Verification is performed by us or by specialized third-party verification providers acting on our behalf. Available methods may include government-issued ID checks with liveness detection, CAPTCHA-style humanity challenges, phone verification by one-time code, or other methods permitted by law in your jurisdiction. Where we use third-party providers, the provider's processing is described at the point of verification and in our Privacy Policy.

17.3. We designed our verification systems so that Orby does not retain copies of your raw government-issued identity documents or raw biometric identifiers; we receive and retain only verification outcomes and limited associated signals (for example, "over 18: yes/no," verification status, and anti-fraud indicators), as described in our Privacy Policy. Verification providers are contractually required to handle your data in accordance with applicable law.

17.4. Submitting false, forged, altered, or another person's identity information or documents during verification is a material breach of these Terms and may result in permanent termination and referral to authorities.

17.5. If you fail or decline a verification that is required by law or by these Terms for a feature, we may restrict your access to the relevant feature or, where the law requires, to the Services in your jurisdiction.

18. BETA, PREVIEW, AND EXPERIMENTAL FEATURES

18.1. We may offer alpha, beta, preview, early access, or experimental features, products, or platforms, including features identified as in development and features enabled for only some users as experiments (collectively, "Beta Services"). Beta Services are provided for evaluation, may be modified or discontinued at any time without notice, may contain bugs or errors, may not perform reliably, and may never become generally available.

18.2. BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, AND WE HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW. You should not rely on Beta Services for any data you cannot afford to lose.

18.3. If we designate a Beta Service as confidential, you agree not to disclose non-public information about it without our written consent.

19. TERMINATION, SUSPENSION, AND ACCOUNT DELETION

In short: You can stop using Orby and delete your Account at any time. We can suspend or terminate Accounts that break the rules or create risk, and we'll explain and offer appeals where the law requires.

19.1. Termination by you. You may stop using the Services at any time, and you may deactivate (reversible) or delete your Account through Settings → Account Actions or by contacting us at support@orbysocial.com. You may schedule deletion with a short cancellation window (sign back in to cancel), or delete immediately; an immediate deletion takes effect at once and cannot be cancelled. Your profile is then removed and Your Content is handled as described in Sections 6.3 and 19.3 and in the Privacy Policy; neither path removes your posts or comments, which remain on the Services disassociated from your identifying profile unless you delete them before you delete your Account. Deleting the app from your device does not delete your Account and does not cancel paid subscriptions.

19.2. Termination and suspension by us. We may suspend, restrict, or terminate your Account or your access to all or part of the Services: (a) if we determine that you have materially or repeatedly breached these Terms or the Orby Policies; (b) if we are required to do so by law or by order of a competent authority; (c) if your use creates risk, potential legal exposure, or harm to us, other users, or third parties; (d) in cases of prolonged inactivity, following notice; (e) if we discontinue the Services or any part of them; or (f) for any other reason with reasonable prior notice where required by applicable law. Where we terminate for material breach involving severe harm (including the categories identified in Section 10.3), termination may be immediate and without prior notice.

19.3. Effect of termination. Upon termination of your Account for any reason: (a) your license to use the Services ends immediately; (b) you forfeit Virtual Goods and prepaid amounts as described in Section 13.9; (c) we may retain and continue to display Content as described in Section 6.3 — for example, your posts and comments may remain, disassociated from your identifying profile and shown as from a deleted account, where removal would disrupt the integrity of other users' conversations, except where you deleted the Content yourself before deleting your Account or applicable law requires deletion; and (d) Sections of these Terms that by their nature should survive termination will survive, including Sections 6.2-6.4 (to the extent stated), 6.7, 11, 12, 13.6-13.9, 20, 21, 22, 23, 26, and 27.

19.4. Discontinuation of the Services. We may modify, suspend, or discontinue all or any part of the Services at any time. If we permanently discontinue a Paid Service you have paid for, we will provide a pro-rata refund of prepaid, undelivered amounts, and we will give reasonable advance notice where practicable.

20. DISCLAIMERS OF WARRANTIES

20.1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

20.2. WITHOUT LIMITING THE FOREGOING, ORBY AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) ANY CONTENT (INCLUDING CONTENT SURFACED BY RECOMMENDATION OR SEARCH SYSTEMS) IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR LAWFUL; (C) DEFECTS WILL BE CORRECTED; OR (D) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

20.3. ORBY IS NOT RESPONSIBLE FOR THE CONDUCT, CONTENT, OR COMMUNICATIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES, INCLUDING MODERATORS, AND YOU RELEASE US FROM ALL LIABILITY RELATING TO YOUR INTERACTIONS AND DISPUTES WITH OTHER USERS TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542 IN CONNECTION WITH THE FOREGOING RELEASE, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

20.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORBY OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. CONTENT ON THE SERVICES IS NOT PROFESSIONAL ADVICE, INCLUDING MEDICAL, LEGAL, OR FINANCIAL ADVICE, AND SHOULD NOT BE RELIED UPON AS SUCH.

20.5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING THE STATUTORY RIGHTS OF CONSUMERS IN THE EEA AND UNITED KINGDOM DESCRIBED IN SECTION 27.

21. LIMITATION OF LIABILITY

21.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ORBY, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, THE "ORBY PARTIES"), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR CONTENT, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ORBY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

21.2. WITHOUT LIMITING SECTION 21.1, THE ORBY PARTIES ARE NOT LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY CONTENT, INCLUDING YOUR RELIANCE ON IT; (B) THE CONDUCT OF ANY USER OR THIRD PARTY, INCLUDING DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR DATA, EXCEPT TO THE EXTENT CAUSED BY OUR FAILURE TO MAINTAIN LEGALLY REQUIRED SECURITY MEASURES; (D) ANY INTERRUPTION, SUSPENSION, MODIFICATION, OR DISCONTINUATION OF THE SERVICES; (E) LOSS OF OR DAMAGE TO CONTENT, VIRTUAL GOODS, REPUTATION SIGNALS, OR ACCOUNT DATA; OR (F) THIRD-PARTY SERVICES.

21.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE ORBY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU PAID TO ORBY FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

21.4. THE LIMITATIONS IN THIS SECTION 21 DO NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WHERE SUCH LIMITS ARE PROHIBITED, AND THE NON-EXCLUDABLE STATUTORY RIGHTS OF CONSUMERS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE LIMITATIONS IN THIS SECTION APPLY FULLY TO RESIDENTS OF NEW JERSEY TO THE EXTENT PERMITTED BY NEW JERSEY LAW.

21.5. YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 20 AND 21 ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND ORBY, AND THAT ORBY WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON THESE ECONOMIC TERMS WITHOUT THEM.

21.6. Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Orby Parties from and against all third-party claims, demands, actions, and proceedings, and all resulting liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Your Content; (b) your use or misuse of the Services; (c) your breach of these Terms, the Orby Policies, or applicable law; (d) your violation of the rights of any third party; (e) your actions as a Moderator; (f) your advertising activity, promotions, or commercial use of the Services; or (g) any misrepresentation you make in a report, notice, counter-notice, or appeal. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense. You may not settle any such claim in a manner that imposes any obligation or admission on any Orby Party without our prior written consent. This Section does not apply to consumers in jurisdictions where such indemnification obligations are unenforceable, and does not require you to indemnify an Orby Party for that party's own negligence or willful misconduct where prohibited by law.

22. DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE; CLASS ACTION WAIVER

THIS SECTION APPLIES TO YOU IF YOU RESIDE IN, OR ACCESS THE SERVICES FROM, THE UNITED STATES OR CANADA. PLEASE READ IT CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH ORBY THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS, AND LIMITS THE TIME IN WHICH CLAIMS MAY BE BROUGHT. YOU MAY OPT OUT AS DESCRIBED IN SECTION 22.10.

If you reside in the EEA or the United Kingdom, this Section 22 does not apply to you; see Section 27.

22.1. Informal dispute resolution (required first step). Most concerns can be resolved quickly and without formal proceedings. Before initiating any arbitration or court proceeding (other than a small-claims action or the injunctive relief described in Section 22.8), you and Orby each agree to first attempt to resolve the dispute informally. The party raising the dispute must send the other a written notice ("Dispute Notice") that includes: (a) the claimant's name, mailing address, and the email address or phone number associated with the relevant Account; (b) a detailed description of the dispute and its factual basis; (c) the specific relief sought; and (d) the claimant's personal signature. Dispute Notices to Orby must be sent to Orby Social Inc., Attn: Legal — Disputes, [registered address to be completed], or by email to legal@orbysocial.com. We will send Dispute Notices to you at the contact information associated with your Account.

Within sixty (60) days of receipt of a Dispute Notice, if the dispute has not been resolved, either party may request an individualized telephone or video conference to attempt resolution ("Informal Conference"), and both parties will personally attend (with counsel, if desired; a party that is an entity will send a representative with settlement authority). Completion of this informal process — including personal participation in an Informal Conference if one is requested — is a condition precedent to initiating arbitration or litigation. Applicable statutes of limitations and filing-fee deadlines will be tolled while the parties engage in this process. A court may enjoin the prosecution of a proceeding filed without completion of this process, and either party may raise non-compliance in arbitration or court.

22.2. Agreement to arbitrate. Except as provided in Sections 22.7 (small claims) and 22.8 (exceptions), you and Orby agree that any past, present, or future dispute, claim, or controversy arising out of or relating to these Terms, the Orby Policies, the Services, Your Content, Paid Services, advertising, marketing, communications, or your relationship with Orby (each, a "Dispute") — including threshold questions of arbitrability, subject to Section 22.6 — will be resolved exclusively by final and binding arbitration on an individual basis, rather than in court. This agreement to arbitrate is governed by the U.S. Federal Arbitration Act (9 U.S.C. § 1 et seq.) and evidences a transaction involving interstate commerce. It applies to Disputes that arose or were asserted before you agreed to these Terms and to Disputes that arise after termination of your Account or these Terms.

22.3. Arbitration procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, as modified by this Section 22. The AAA rules and filing instructions are available at www.adr.org. If the AAA is unavailable or unwilling to administer the arbitration consistently with this Section, the parties will select an alternative administrator; if they cannot agree, a court of competent jurisdiction will appoint one. There will be one arbitrator. The arbitrator must be a retired judge or an attorney with at least ten years of experience, must follow applicable law and these Terms, and must issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction.

Arbitration will proceed on the basis of documents, by videoconference, or in person in the county of your residence (or another mutually agreed location), as determined under the applicable rules and at your election for consumer claims. Each party may be represented by counsel. Discovery will be as permitted by the applicable rules, consistent with the expedited nature of arbitration.

22.4. Fees and costs. Payment of filing, administration, and arbitrator fees will be governed by the applicable administrator's rules. If your claim is for less than US $10,000 and you are unable to obtain a fee waiver, we will pay the portion of the filing fee that exceeds the cost of filing a complaint in the federal court where you reside, and we will pay the administrator and arbitrator fees, unless the arbitrator finds that your claim was filed for purposes of harassment or is frivolous, in which case fee allocation will follow the applicable rules. Each party bears its own attorneys' fees except where an applicable law provides for fee-shifting.

22.5. Class action and jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND ORBY EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO LITIGATE OR ARBITRATE ANY DISPUTE AS A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION, OR TO PARTICIPATE AS A MEMBER OF ANY SUCH ACTION. The arbitrator may award 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; the arbitrator may not consolidate more than one person's claims (except as provided in Section 22.9) and may not preside over any form of representative or class proceeding. Claims for public injunctive relief, where such a waiver is unenforceable, will be decided by a court as provided in Section 22.8 after arbitration of all arbitrable claims.

22.6. Delegation; severability within this Section. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this agreement to arbitrate, except that a court will decide: (a) whether the requirements of Section 22.1 have been satisfied; (b) the enforceability of the class action waiver in Section 22.5 and the mass-filing procedures in Section 22.9; and (c) any claim that this Section 22 as a whole is unenforceable. If the class action waiver in Section 22.5 is found unenforceable as to a particular claim or request for relief, then only that claim or request will be severed from arbitration and heard in court consistent with Section 23, and all remaining claims will be arbitrated. This agreement to arbitrate survives termination of your Account and these Terms.

22.7. Small claims option. Either party may elect to bring an individual claim in small claims court in the county of your residence (or, for Orby, in [county to be confirmed], Delaware) if the claim qualifies under that court's rules, and either party may remove a Dispute filed in arbitration to small claims court before an arbitrator is appointed, provided the claim qualifies.

22.8. Exceptions. This agreement to arbitrate does not require arbitration of: (a) individual claims properly brought in small claims court; (b) claims for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights; (c) claims arising from unauthorized access to, interference with, or abuse of the Services in violation of Section 9.3, for which we may seek injunctive and other relief in court; and (d) claims that may not be arbitrated as a matter of law. For any Dispute not subject to arbitration, Section 23 governs venue.

22.9. Mass filings. If twenty-five (25) or more arbitration demands of a substantially similar nature are filed against Orby by the same or coordinated counsel or entities within a ninety (90) day period ("Mass Filing"), the parties agree that: (a) the demands will be administered in staged proceedings, beginning with a bellwether stage in which each side selects up to fifteen (15) demands to proceed first, with all other demands tolled and held in abeyance; (b) following resolution of the bellwether stage, the parties will engage in a global mediation of the remaining demands; and (c) if the remaining demands are not resolved in mediation, they will proceed in subsequent staged batches, unless the parties agree otherwise or either party exercises any right the applicable administrator's mass-filing rules provide to opt remaining demands out of arbitration, in which case those demands may proceed in court consistent with Section 23, with the class action waiver continuing to apply to the fullest extent permitted by law. Statutes of limitations and fee deadlines are tolled for demands held in abeyance under this Section. A court will resolve disputes about the application of this Section.

22.10. Your right to opt out. You may opt out of this agreement to arbitrate (and only this agreement to arbitrate — no other provision of these Terms) by sending written notice to legal@orbysocial.com (subject line: "Arbitration Opt-Out") or to Orby Social Inc., Attn: Arbitration Opt-Out, [registered address to be completed], within thirty (30) days of the date you first accept these Terms (or, for existing users, within thirty (30) days of the effective date of the first version of these Terms containing this provision). Your notice must include your name, mailing address, the email address or username associated with your Account, and a clear statement that you wish to opt out of arbitration. If you opt out, neither party will be bound to arbitrate, prior arbitration agreements between you and Orby (if any) will not apply to claims not yet filed, and all other provisions of these Terms remain in effect. Opting out will not disadvantage your use of the Services in any way.

22.11. Changes to this Section. If we make a material change to this Section 22 after you accept these Terms, you may reject the change by written notice to the opt-out address within thirty (30) days of the change taking effect, in which case the version of this Section you most recently accepted will continue to apply.

22.12. Time limit on claims. To the maximum extent permitted by applicable law, any Dispute must be filed within one (1) year after the claim accrues; otherwise it is permanently barred. This limitation does not apply where prohibited by law, and does not shorten any non-waivable statutory limitations period.

23. GOVERNING LAW AND VENUE

23.1. Except to the extent applicable law provides otherwise (including as described in Section 27 for consumers in certain jurisdictions), these Terms and any Dispute are governed by the laws of the State of Delaware, U.S.A., and applicable U.S. federal law (including the Federal Arbitration Act with respect to Section 22), without regard to conflict-of-laws principles.

23.2. For any Dispute not subject to arbitration and not brought in small claims court, you and Orby agree to the exclusive jurisdiction and venue of the state and federal courts located in [county to be confirmed], Delaware, and each party consents to personal jurisdiction in those courts and waives any objection based on inconvenient forum. If you are a consumer whose local law grants you the right to litigate in the courts of your place of residence, nothing in this Section deprives you of that right.

24. CHANGES TO THESE TERMS

24.1. We may revise these Terms and the Orby Policies from time to time, including to reflect changes to the Services, our business, applicable law, or for security or safety reasons. The current version, with its effective date, is always available in the app (Settings → Terms & Policies) and on our website.

24.2. If we make material changes, we will provide you with reasonable advance notice before the changes take effect — for example, by email, in-product notification, or prominent posting — except that changes addressing new features, legal compliance, safety, or emergencies may take effect immediately. For users in jurisdictions whose law requires a minimum notice period for changes (including the EEA and United Kingdom), we will provide notice consistent with that law.

24.3. By continuing to access or use the Services after revised Terms become effective, you agree to be bound by them. If you do not agree to the revised Terms, you must stop using the Services and may delete your Account; if you have an active paid subscription and a material change adversely affects you, you may cancel it and receive a pro-rata refund of prepaid, undelivered amounts for the affected Paid Service.

24.4. Material changes to Section 22 are additionally subject to the rejection right in Section 22.11.

25. ADDITIONAL TERMS FOR THE MOBILE APPLICATIONS

25.1. Our mobile app is currently available for iOS and may be downloaded from third-party app stores, including the Apple App Store. Your use of an app obtained from an app store is also subject to that store's terms, and in-app purchases made through a store are billed and managed by the store. If we offer the app through additional app stores in the future, that store's terms will also apply to the copy you obtain from it.

25.2. With respect to any app downloaded from the Apple App Store: (a) these Terms are between you and Orby only, not with Apple Inc. ("Apple"), and Apple is not responsible for the app or its content; (b) the license granted to you is limited to a non-transferable license to use the app on Apple-branded products that you own or control, as permitted by the App Store usage rules, except that the app may be accessed by other accounts associated with you via family sharing or volume purchasing; (c) Apple has no obligation to furnish maintenance or support for the app; (d) in the event of any failure of the app to conform to an applicable warranty, you may notify Apple, and Apple will refund the purchase price of the app (if any) to you, and, to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app; (e) Apple is not responsible for addressing any claims by you or a third party relating to the app, including product liability claims, claims that the app fails to conform to legal or regulatory requirements, and consumer protection or similar claims; (f) in the event of a third-party claim that the app or your use of it infringes intellectual property rights, Orby, not Apple, is responsible for the investigation, defense, settlement, and discharge of the claim to the extent required by these Terms; (g) you represent that you are not located in a country subject to a U.S. government embargo or designated as "terrorist supporting," and that you are not on any U.S. government list of prohibited or restricted parties; and (h) Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the app, and upon your acceptance, Apple will have the right to enforce these Terms against you as a third-party beneficiary.

25.3. Mobile networks. Your carrier's normal messaging, data, and other rates and fees apply to your use of the Services on mobile devices.

26. MISCELLANEOUS

26.1. Entire agreement. These Terms, together with the Orby Policies and any Supplemental Terms, constitute the entire agreement between you and Orby regarding the Services and supersede all prior and contemporaneous agreements, understandings, and representations regarding the Services. You have not relied on any statement not set out in these Terms.

26.2. Severability. Except as stated in Section 22.6, if any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and, if necessary, deemed modified to the minimum extent required to make it enforceable, and the remaining provisions will remain in full force and effect.

26.3. No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later, and any waiver must be in writing to be effective. No waiver of any breach is a waiver of any subsequent breach.

26.4. Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent, and any attempted assignment in violation of this Section is void. We may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law; these Terms will bind and inure to the benefit of permitted successors and assigns, and we will notify you of any assignment where required by law.

26.5. No third-party beneficiaries. Except as expressly stated in these Terms (including Section 25.2(h) and the protections extended to the Orby Parties in Sections 20-21), these Terms do not create any third-party beneficiary rights.

26.6. Force majeure. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, utility or internet failures, and denial-of-service or similar attacks.

26.7. Independent parties. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Orby.

26.8. Export controls. You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control.

26.9. U.S. government users. The Services are "commercial items" and "commercial computer software" as defined in applicable federal acquisition regulations, and any use by or on behalf of the U.S. government is subject to these Terms except to the extent expressly prohibited by federal law. Provisions of these Terms that are inconsistent with federal law — including indemnification, governing law, and arbitration, where inapplicable — do not apply to official U.S. government use.

26.10. Notices. We may provide notices to you by email to the address associated with your Account, by in-product messaging, or by posting on the Services, and notices are deemed given when sent or posted. Except where these Terms specify a different address (for example, for DMCA notices, Dispute Notices, or arbitration opt-outs), legal notices to Orby must be sent to Orby Social Inc., Attn: Legal Department, [registered address to be completed], with a copy by email to legal@orbysocial.com, and are deemed given when received.

26.11. Interpretation. Section headings and "In short" summaries are for convenience only and do not affect interpretation. "Including" means "including without limitation." These Terms will not be construed against the drafting party.

26.12. California users. Under California Civil Code § 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

26.13. Survival. Provisions of these Terms that by their nature should survive termination will survive, as described in Section 19.3.

27. SUPPLEMENTAL TERMS FOR USERS IN THE EEA, UNITED KINGDOM, AND OTHER JURISDICTIONS

In short: If you live in the EEA or UK (and certain other places), some parts of these Terms are modified so you keep the rights your local law guarantees.

27.A. European Economic Area and United Kingdom

27.A.1. Contracting entity. If you reside in the EEA or the United Kingdom, your contract for the Services is with Orby Social Inc. [EEA establishment or legal representative to be identified here once appointed under Article 13 DSA / Article 27 GDPR, with its registered address], and references to "Orby," "we," "us," and "our" in these Terms are to that entity for you.

27.A.2. Consumer rights preserved. Nothing in these Terms excludes, limits, or otherwise affects any mandatory rights you have as a consumer under the laws of your country of residence, including rights relating to digital content and services conformity, remedies for lack of conformity, and unfair contract terms. Where these Terms conflict with those mandatory rights, your mandatory rights prevail.

27.A.3. Governing law and venue. Section 23 does not deprive you of the protection of mandatory provisions of the law of your country of residence. Disputes may be brought in the courts of your country of residence, and if we bring a claim against you as a consumer, we will do so in the courts of your country of residence unless applicable law provides otherwise.

27.A.4. No arbitration requirement. Section 22 (arbitration, class waiver, one-year limitation) does not apply to you.

27.A.5. Right of withdrawal. If you purchase Paid Services, you have the right to withdraw from the contract within fourteen (14) days without giving a reason, unless an exception applies. For digital content delivered immediately (including subscriptions activated immediately and Virtual Goods delivered immediately), you will be asked at the time of purchase to expressly consent to immediate performance and to acknowledge that you thereby lose your right of withdrawal to the extent of the performance delivered, as permitted by applicable law. Withdrawal instructions are provided at the point of purchase.

27.A.6. Content moderation transparency (DSA). For users in the EU, we provide the information and mechanisms required by Regulation (EU) 2022/2065 (the Digital Services Act, "DSA"), including: (a) mechanisms to notify us of content you consider illegal, with the ability to explain your reasons; (b) statements of reasons for restrictions we impose on your Content or Account, including whether the decision was based on illegality or incompatibility with our terms, and whether automated means were used, submitted also to the DSA Transparency Database as required; (c) an internal complaint-handling system, available for at least six (6) months after a decision, through which you can contest decisions to remove or restrict Content, suspend or terminate Accounts, or refuse or demote Content, as well as decisions not to act on your reports, with human review where the complaint so requires; (d) the ability to select a certified out-of-court dispute settlement body under Article 21 DSA to review eligible disputes, without prejudice to your right to go to court; (e) priority handling of notices from designated trusted flaggers; (f) measures against users who frequently provide manifestly illegal content and against persons who frequently submit manifestly unfounded notices or complaints, applied after prior warning and as described in our policies; (g) information about our content moderation policies, procedures, measures, and tools, including algorithmic decision-making and human review, and about the main parameters of our recommender systems and the options we provide to modify or influence them — including a chronological option that is not based on profiling; and (h) advertising transparency, including clear labeling of ads, information about the advertiser and, where applicable, who paid for the ad, and meaningful information about the main parameters used to determine the recipients of the ad. We do not present advertising based on profiling using special categories of personal data, and we do not present advertising based on profiling to minors or to any user whose 18+ age we have not confirmed.

27.A.7. Point of contact. Our single point of contact for users and for member state authorities, the European Commission, and the European Board for Digital Services is legal@orbysocial.com. You may communicate with us in English.

27.A.8. UK Online Safety. For users in the United Kingdom, we provide reporting and complaints mechanisms and apply protections consistent with the UK Online Safety Act 2023 and applicable Ofcom codes of practice.

27.A.9. Termination notice. Where we terminate or suspend your access and are required by applicable law to provide notice and reasons, we will do so consistent with Section 10.4 and applicable law, and Sections 19.2 and 24 apply subject to any mandatory notice periods under the law of your country of residence.

27.B. Other jurisdictions

27.B.1. Australia. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where our liability for breach of a non-excludable guarantee may be limited, it is limited, at our option, to re-supplying the services or paying the cost of re-supply.

27.B.2. Brazil. For users in Brazil, these Terms are interpreted consistently with the Marco Civil da Internet (Law No. 12,965/2014), the LGPD (Law No. 13,709/2018), and the Consumer Defense Code, and nothing in these Terms limits non-waivable rights under those laws, including jurisdiction of Brazilian courts for consumer disputes where mandated.

27.B.3. Canada (Quebec). If you reside in Quebec, you may have rights under the Quebec Consumer Protection Act that override portions of these Terms, including Section 22; nothing in these Terms limits those non-waivable rights. It is the express wish of the parties that these Terms and all related documents be drawn up in English. Il est la volonté expresse des parties que la présente convention ainsi que tous les documents s'y rattachant soient rédigés en anglais.

27.B.4. Other local rights. If you reside in any other jurisdiction whose mandatory law grants you rights or remedies inconsistent with these Terms, those mandatory rights prevail to the extent of the inconsistency.

28. CONTACT INFORMATION

Orby Social Inc.
[Registered address to be completed]
United States

These Terms of Service are effective as of the effective date stated above. Previous versions are available on request.