Platform Terms of Service

Last Updated: March 23, 2026

These Platform Terms of Service ("Terms") are entered into between Empathy Works Inc., a corporation operating in the Province of British Columbia, Canada ("Platform Operator," "we," "us," "our"), and the organization or entity subscribing to the Orbit platform ("Organization," "Account Holder," "you," "your").

By accessing or using the Orbit platform and its services (collectively, the "Service"), you agree to be bound by these Terms. If you do not agree, you may not access the Service.

These Terms govern the subscription relationship between the Platform Operator and your Organization. End-User Terms of Service (a separate document) govern your End Users' access to and use of the Service.

1. Definitions

• "Platform" – The Orbit software application, including all features, functionality, documentation, and updates, operated and maintained by the Platform Operator.

• "Service" – The Platform and all related services provided by the Platform Operator, including hosting, infrastructure, support, integrations, and APIs.

• "Organization" or "Account Holder" – Your organization (membership organization, association, community, company, or other entity) that subscribes to the Service to manage your community.

• "End Users" – Individuals who access the Service through your Organization's instance, including members, administrators, staff, and other authorized users.

• "Account Holder Data" – All data you or your End Users input into, upload to, create, generate, or otherwise provide to the Service, including member profiles, organizational settings, event information, course content, files, messages, and other organizational data (but excluding Platform metadata such as API usage logs and aggregate analytics).

• "Confidential Information" – Non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential.

• "Data Processing Agreement" or "DPA" – The separate data processing addendum, available at a separate location and incorporated by reference into these Terms, that governs how the Platform Operator processes personal data on your behalf.

• "Administrators" or "Staff" – Individuals you designate within your Organization to manage the Service instance, set permissions, and oversee operations.

• "API" – The Application Programming Interface provided by the Platform for programmatic access to the Service.

• "Tenant" – Your isolated instance of the Service operating on a dedicated database schema within the Platform infrastructure.

2. The Service

2.1 Platform Overview

The Platform provides a multi-tenant membership management solution designed for membership organizations to manage community operations, including member directories, events, courses, payments, communications, and administration.

2.2 Service Delivery

The Platform Operator provides:

• The Orbit software application, including all core features and functionality
• Cloud hosting and infrastructure (currently on servers in North America)
• Automated backups and disaster recovery
• Technical support and maintenance
• Regular updates and feature improvements
• API access for integrations with your systems

2.3 Tenant Isolation

Each Organization operates in an isolated database schema ("Tenant") on the Platform infrastructure. Your data is logically separated from all other Organizations. The Platform Operator maintains separate infrastructure for system-level data (domain configuration, subscription information, usage analytics).

3. End Users and End-User Terms

3.1 End-User Access

Access to the Service by your End Users (members, staff, administrators) is governed by the Orbit End-User Terms of Service (a separate document available within the Service interface and at [url-to-be-determined]). You are responsible for ensuring all End Users comply with the End-User Terms.

3.2 End-User Terms Presentation

The default Orbit End-User Terms are presented to all End Users upon account creation or first login. The Platform Operator maintains the End-User Terms and may update them with 30 days' written notice to you.

3.3 Organization-Specific Supplemental Terms

Certain plan configurations may allow you to develop supplemental terms of service applicable to your End Users. Any supplemental terms:

• Must not conflict with the default Orbit End-User Terms
• Apply only to End Users within your Organization's Tenant
• Remain your sole responsibility
• Do not modify the Platform Operator's liability or obligations

You acknowledge that if supplemental terms conflict with the Orbit End-User Terms, the Orbit End-User Terms will prevail.

3.4 Your Responsibility for End Users

You are responsible for:

• Communicating the Orbit End-User Terms to your End Users
• Ensuring your End Users comply with these Terms and the End-User Terms
• Investigating and resolving disputes between your End Users
• Removing End Users who violate applicable terms
• Providing End User support (the Platform Operator provides technical support only)

4. Account and Access

4.1 Account Creation

You designate a primary account holder (usually an administrator or authorized representative of your Organization) who creates the Organization's account on the Platform. The account holder must provide:

• Organization name and legal entity information
• Authorized contact person and email address
• Billing contact and payment method
• Organizational description and website

4.2 Administrators and Access Control

You are responsible for:

• Designating which individuals are Administrators or Staff with elevated permissions
• Establishing access control policies (role-based access, permissions, security policies)
• Monitoring Administrator activity and revoking access when needed
• Keeping administrator account credentials secure
• Notifying the Platform Operator of unauthorized access or security incidents

The Platform Operator relies on your access controls. You assume all liability for actions taken by anyone with authorized access to your account.

4.3 Compliance Responsibility

Your Organization is responsible for ensuring:

• All Account Holder Data and End User conduct complies with applicable laws
• Your use of the Service complies with all regulatory requirements in your jurisdiction
• All End Users have consented to the terms and privacy practices applicable to them
• Your organizational policies align with these Terms and the End-User Terms

5. Payment Terms

5.1 Subscription Fees

You agree to pay the subscription fees specified in your Order Form or pricing page ("Fees"). Fees are calculated monthly, annually, or per custom billing cycle as specified. Fees are exclusive of any applicable sales taxes, value-added taxes, goods and services taxes, or other similar taxes, which you are responsible for paying.

5.2 Payment Processing and Auto-Renewal

• All payments are processed through Stripe, a third-party payment processor
• You authorize the Platform Operator (via Stripe) to charge your designated payment method automatically at the start of each billing cycle
• Your subscription automatically renews for successive billing periods unless canceled
• You may view, update, or remove your payment method at any time through your account settings

By subscribing, you agree to Stripe's Terms of Service and Privacy Policy. The Platform Operator does not store your full credit card number, CVV, or sensitive payment information.

5.3 Cancellation and Non-Renewal

To prevent auto-renewal and cancel your subscription:

• Provide written notice (email to billing contact) at least 30 days before the renewal date
• Your subscription will continue through the end of the current billing period
• Cancellation takes effect on the renewal date; you do not receive refunds for the current period

5.4 Pricing Changes

The Platform Operator may change subscription pricing with 30 days' written notice. Price increases take effect on your next renewal date. If you do not accept a price increase, you may cancel at least 30 days before the effective date. Continued use after the price change date constitutes acceptance.

5.5 Refunds

• Within 30 Days of Initial Purchase: Full refund of subscription fees if canceled within 30 days
• After 30 Days: No refunds of prepaid subscription fees. Cancellation takes effect at the end of the current billing period; unused prepaid time is not refundable
• Refund Requests: Submit refund requests to legal@orbitams.com within the applicable window

5.6 Failed Payments

If a payment fails:

• The Platform Operator will attempt to retry the payment using your stored payment method
• If payment remains unpaid for 15 days, your access to the Service may be suspended
• You remain liable for all Fees owed
• Suspended accounts may be permanently deleted after 30 days of non-payment

6. Termination

6.1 Voluntary Termination by Organization

You may terminate your subscription at any time by:

• Providing written notice (email to legal@orbitams.com) stating your intent to terminate
• Subscription continues through the end of the current billing period (no pro-rata refunds)
• No early termination penalties apply

6.2 Data Export Before Termination

Upon termination notice, you have 60 days to export your Account Holder Data:

• The Platform Operator will maintain your data in read-only mode for 60 days
• You may use data export tools to retrieve all Account Holder Data in standard formats (JSON, CSV, SQL dump)
• After 60 days, all your data will be permanently deleted
• The Platform Operator is not responsible for recovery of data after the 60-day window expires

6.3 Termination by Platform Operator for Breach

If your Organization materially breaches these Terms:

• The Platform Operator will provide written notice describing the breach and specifying a 30-day cure period
• If the breach is not cured within 30 days, the Platform Operator may terminate your subscription immediately
• You retain the right to export data during the cure period and for 60 days after termination

Breaches include (without limitation):

• Non-payment of Fees for 15+ days
• Violation of Acceptable Use policies
• Hosting illegal, infringing, or harmful content
• Excessive resource consumption or API abuse
• Repeated security incidents or data breaches

6.4 Termination by Platform Operator for Convenience

The Platform Operator may terminate your subscription for any reason or no reason with 90 days' written notice:

• You may export your data during the 90-day notice period and for 60 days after termination
• No early termination penalties apply
• The Platform Operator will refund any prepaid Fees for the terminated period on a pro-rata basis

6.5 Effects of Termination

Upon termination:

• Your Tenant is deactivated and all Service access is revoked
• Account Holder Data is retained in read-only mode for 60 days
• After 60 days, all data is permanently deleted
• You remain liable for any Fees incurred through the termination date
• Survival provisions (Sections 7, 8, 10, 15, 16, 17, 18, 19) continue after termination

7. Intellectual Property

7.1 Platform IP

The Platform Operator retains all right, title, and interest in:

• The Platform software, code, algorithms, and architecture
• All designs, graphics, text, and visual elements within the Platform user interface
• All documentation, training materials, and support content
• Any improvements, modifications, or derivative works the Platform Operator develops
• All trademarks, logos, and brand identifiers associated with Orbit

You acquire no ownership rights in the Platform under these Terms. Your subscription grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for operating your Organization's community.

7.2 Account Holder Data

You retain all right, title, and interest in Account Holder Data you create and upload. You grant the Platform Operator a limited, non-exclusive, royalty-free license to:

• Store, copy, and maintain Account Holder Data on secure servers
• Use Account Holder Data solely to provide the Service to you
• Process Account Holder Data as described in the Data Processing Agreement
• Generate aggregate, de-identified analytics and usage reports
• Create automated backups and disaster recovery copies

This license is limited to the term of your subscription and survives termination only for data retention, legal compliance, and backup archival as described in your Privacy Policy.

7.3 Feedback and Suggestions

If you provide feedback, suggestions, or feature requests to the Platform Operator, you grant the Platform Operator a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback without compensation or attribution.

7.4 Third-Party IP

The Platform includes certain third-party open-source software and commercial libraries, which are subject to their respective licenses. A list of third-party components and licenses is available upon request.

8. Data Processing and Privacy

8.1 Data Controller and Processor

You acknowledge that:

• You are the data controller responsible for lawful bases for processing personal data in Account Holder Data
• The Platform Operator is the data processor handling personal data on your behalf
• Your End Users are the data subjects whose personal data is processed

8.2 Data Processing Agreement

Processing of personal data is governed by the Data Processing Agreement (DPA), a separate document incorporated into these Terms by reference. The DPA defines:

• Categories of personal data processed
• Purpose and scope of processing
• Data subject rights and your obligations to inform data subjects
• The Platform Operator's obligations regarding data security, sub-processors, and data transfers
• Procedures for data subject access requests and deletion requests

If there is a conflict between these Terms and the DPA regarding data processing, the DPA governs.

8.3 Platform Access to Account Holder Data

The Platform Operator will not access, view, or use your Account Holder Data except as necessary to:

• Provide the Service (hosting, backup, feature delivery)
• Troubleshoot technical issues you report
• Perform system maintenance and security monitoring
• Comply with legal obligations (courts, law enforcement, regulators)
• Enforce these Terms and prevent fraud or abuse

The Platform Operator maintains audit logs of all administrative access to Account Holder Data. Staff access is authorized only for the purposes stated above and is subject to confidentiality obligations.

8.4 Data Location

Account Holder Data is stored on servers located in North America. You acknowledge that your Account Holder Data will be transferred, processed, and stored outside your country of origin. If you have data residency requirements, discuss them with the Platform Operator before subscribing.

9. Data Isolation and Security

9.1 Tenant Isolation

Your Organization operates in an isolated Tenant with:

• Dedicated database schema (logically separated from all other Organizations)
• Database-level access controls preventing cross-tenant data leakage
• Separate API access tokens for your Tenant

The Platform Operator implements industry-standard technical and administrative controls to prevent unauthorized access to Account Holder Data.

9.2 Platform-Level Data

Separate from your Tenant, the Platform Operator maintains:

• Domain and hostname configuration
• Subscription and billing information
• Usage metrics and analytics
• System logs and diagnostics

This platform-level data is not part of Account Holder Data and may be processed, retained, or shared as the Platform Operator determines.

9.3 No Guarantee of Security

While the Platform Operator implements reasonable security measures, the Service is provided on an "as-is" basis. The Platform Operator does not guarantee:

• Prevention of all security breaches or unauthorized access
• Recovery of all data after security incidents
• Compliance with specific security standards (ISO 27001, SOC 2, PCI DSS, etc.)

You are responsible for:

• Securing Administrator credentials and access tokens
• Implementing strong authentication (passwords, multi-factor authentication)
• Monitoring End User access and removing unauthorized users
• Protecting sensitive data (encryption, tokenization) at the application level
• Complying with your own data protection and privacy obligations

10. Confidentiality

10.1 Mutual Confidentiality Obligations

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to:

• Limit access to employees, contractors, and advisors with a legitimate need to know
• Use Confidential Information only to perform obligations or exercise rights under these Terms
• Implement reasonable safeguards to protect Confidential Information

10.2 Definition of Confidential Information

Confidential Information includes:

• Technical details and specifications about the other party's systems
• Business plans, financial information, and strategic information
• Non-public product features or development roadmaps
• Customer lists and contact information
• Any information marked as "Confidential" or reasonably understood to be confidential

Account Holder Data is your Confidential Information. The Platform Operator's platform architecture, code, and methods are its Confidential Information.

10.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Is rightfully received by the receiving party from a third party without confidentiality restrictions
• Is independently developed by the receiving party without reference to Confidential Information
• Is required to be disclosed by law, court order, or government agency (with prior notice to allow the disclosing party to seek protective orders)

10.4 Survival

Confidentiality obligations survive termination of these Terms for three years.

11. Representations and Warranties

11.1 Organization Representations

You represent and warrant that:

• You have full authority to enter into and bind your Organization to these Terms
• Your Organization is duly organized and in good standing in your jurisdiction
• You will use the Service lawfully and in compliance with all applicable laws and regulations
• All Account Holder Data you provide is accurate, complete, and owned or licensed by you
• You have obtained all necessary consents from End Users to process their data through the Service
• Your use of the Service does not infringe third-party intellectual property, privacy, or other rights

11.2 Platform Operator Representations

The Platform Operator represents and warrants that:

• It has the right to grant the license to use the Service
• The Service will not infringe the intellectual property rights of any third party
• It will use commercially reasonable efforts to provide the Service in accordance with these Terms

11.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, THE PLATFORM OPERATOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. Disclaimers

12.1 "As Is" Service

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. THE PLATFORM OPERATOR DOES NOT WARRANT THAT:

• THE SERVICE WILL OPERATE UNINTERRUPTED, SECURE, OR ERROR-FREE
• THE SERVICE WILL MEET YOUR ORGANIZATION'S REQUIREMENTS
• ALL DEFECTS WILL BE CORRECTED
• THE SERVICE WILL BE COMPATIBLE WITH YOUR SYSTEMS

12.2 Service Modifications and Availability

The Platform Operator reserves the right to:

• Modify, suspend, or discontinue features or functionality at any time
• Perform maintenance and upgrades (with reasonable notice when possible)
• Change the Service architecture or technology stack
• Implement new usage limits or restrictions

If the Platform Operator discontinues the entire Service, it will provide 90 days' written notice and allow you to export your Account Holder Data during that period.

12.3 Third-Party Services

The Service integrates with third-party providers (Stripe, Zoom, Google, email providers, etc.) beyond the Platform Operator's control. The Platform Operator is not responsible for third-party service availability, failures, changes, or discontinuation.

13. Limitation of Liability

13.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE PLATFORM OPERATOR FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOUR ORGANIZATION TO THE PLATFORM OPERATOR IN THE 12 MONTHS PRECEDING THE CLAIM.

This cap applies regardless of the legal theory (contract, tort, negligence, strict liability, etc.), the type of claim, or whether the Platform Operator has been advised of the possibility of such damages.

13.2 Excluded Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY
• LOSS OF DATA, BACKUPS, OR ACCOUNT INFORMATION
• LOSS OF USE OR INTERRUPTION OF SERVICE
• LOSS OF GOODWILL OR REPUTATION
• COSTS OF SUBSTITUTE SERVICES

This exclusion applies even if the party has been advised of the possibility of such damages or such damages are foreseeable.

13.3 Essential Terms

You acknowledge that the parties have set liability caps and excluded categories of damages based on the assumption that you will implement reasonable backup, recovery, and data protection practices and will not rely on the Service as your sole data storage or business-critical system.

14. Indemnification

14.1 Organization Indemnifies Platform Operator

You agree to indemnify, defend (with counsel acceptable to the Platform Operator), and hold harmless the Platform Operator and its officers, directors, employees, and agents from any claims, damages, losses, costs, and liabilities (including reasonable attorneys' fees) arising from or related to:

• Your Account Holder Data or End User content that infringes third-party rights or violates law
• Your use of the Service in violation of these Terms or applicable law
• Your End Users' use of the Service
• Claims by End Users or third parties related to your Organization's practices or policies
• Any breach of your representations or warranties

14.2 Platform Operator Indemnifies Organization

The Platform Operator agrees to indemnify, defend (with counsel acceptable to you), and hold harmless your Organization and its officers, directors, employees, and agents from claims that the Service or Platform Operator's use of Confidential Information infringes third-party intellectual property rights, subject to you:

• Promptly notifying the Platform Operator of the claim
• Granting the Platform Operator sole control of the defense and settlement

14.3 Indemnification Procedures

The indemnified party must:

• Promptly notify the indemnifying party in writing of the claim
• Provide reasonable cooperation in the defense
• Not settle or admit liability without the indemnifying party's consent

15. Third-Party Services and Integrations

15.1 Third-Party Providers

The Service integrates with and relies upon third-party providers, including:

• Stripe (payments)
• Zoom (virtual events)
• Google (authentication, single sign-on)
• Postmark/email providers (transactional email)
• Cloudflare (content delivery and security)
• Others as specified in your account settings or documentation

15.2 Third-Party Terms and Policies

Your use of integrations and third-party services is subject to:

• The third party's terms of service and privacy policy
• Any applicable data processing agreements with the third party
• The third party's support policies and service level agreements

The Platform Operator is not responsible for:

• Third-party service availability or performance
• Third-party data handling practices
• Third-party fees or charges
• Changes to third-party terms or services

15.3 Data Sharing with Third Parties

Certain Account Holder Data may be shared with third-party providers to enable integrations:

• Stripe: Payment information and transaction data (handled per Stripe's policies)
• Zoom: End User names and email addresses for virtual event participation
• Email Providers: Email addresses and message content for transactional emails
• Google: User credentials (if SSO is enabled)

Review the DPA and third-party privacy policies for detailed information on how your data is processed.

16. Acceptable Use

You agree not to:

16.1 Prohibited Activities

• Access or use the Service for any unlawful purpose or in violation of applicable law
• Attempt to gain unauthorized access to the Service, your Tenant, or other Tenants
• Access or use another Organization's Tenant or data
• Use the Service to transmit spam, malware, phishing content, or other harmful material
• Use the Service to impersonate another person or entity
• Interfere with or disrupt the operation of the Service or servers
• Perform security testing, penetration testing, or vulnerability scanning without prior written permission
• Use automated scripts, bots, scrapers, or other tools to extract data without authorization
• Reverse-engineer, decompile, or disassemble any part of the Platform
• Remove or alter any copyright, trademark, or proprietary notices
• Use the Service in any way that could damage, disable, or impair the Service or interfere with other Organizations' use
• Circumvent access controls or authentication mechanisms
• Engage in rate limiting evasion, denial-of-service attacks, or similar abuse
• Resell or provide access to the Service to third parties without authorization

16.2 Enforcement

The Platform Operator may, at its sole discretion:

• Monitor your use of the Service for compliance
• Remove or restrict access to prohibited content
• Suspend or terminate access to the Service
• Report violations to law enforcement when appropriate

17. API Access and Usage

17.1 API Availability and Terms

The Platform Operator provides API access to the Service for Organizations to:

• Retrieve and manage your Account Holder Data
• Integrate the Service with your systems
• Automate workflows and administrative tasks

API access is provided on an "as-is" basis and is not guaranteed to be available at all times.

17.2 API Keys and Authentication

You are responsible for:

• Securing your API keys and authentication tokens
• Rotating API keys regularly
• Immediately revoking compromised keys
• Not sharing API keys with unauthorized parties

Unauthorized access obtained through compromised credentials is your responsibility.

17.3 Rate Limits and Quotas

The Platform Operator may impose rate limits and quotas to:

• Prevent abuse and resource exhaustion
• Ensure fair access for all Organizations
• Maintain Service stability

Rate limits are specified in API documentation and may be adjusted with 30 days' notice.

17.4 Acceptable API Use

You agree not to:

• Exceed published rate limits without authorization
• Use the API in a way that consumes excessive resources
• Use the API to scrape or bulk download data for purposes outside the Service
• Access another Organization's data through the API
• Interfere with or disrupt API functionality

The Platform Operator may revoke or suspend API access for violations of acceptable use policies.

17.5 Bulk Data Access

You may use the API or data export tools to retrieve and download all your Account Holder Data in bulk, including member profiles, historical records, and transactional data. The Platform Operator does not restrict bulk data access to End Users of your Organization (allowing them to access their own data through the API).

18. Modifications to Terms and Service

18.1 Changes to Terms

The Platform Operator may modify these Terms at any time. Changes to Terms will be:

• Posted on the Service with an updated "Last Updated" date
• Communicated to you via email for material changes
• Effective 30 days after posting (or immediately for changes required by law)

Material changes include modifications to liability, payment, termination, or dispute resolution. Continued use of the Service after the effective date constitutes acceptance of modified Terms.

18.2 Changes to Service Features

The Platform Operator may modify, suspend, or discontinue Service features:

• Without notice for non-material changes
• With 30 days' notice for features that materially affect your use
• With 90 days' notice for discontinuation of the entire Service

19. Miscellaneous

19.1 Entire Agreement

These Terms, together with:

• The Data Processing Agreement (DPA)
• Your Order Form or Pricing Page
• The Orbit End-User Terms of Service
• Our Privacy Policy

constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals, understandings, and communications.

19.2 Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions shall continue in full force and effect.

19.3 Waiver

No waiver of any provision or right shall be effective unless in writing and signed by the waiving party. Failure to enforce any right does not constitute a waiver of that right.

19.4 Assignment

Neither party may assign or transfer these Terms or any rights or obligations without the other party's prior written consent (except that the Platform Operator may assign to an affiliate or successor). Any unauthorized assignment is void.

19.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

19.6 Notices

All notices under these Terms shall be in writing and sent to:

To the Organization:

• Email address provided during account creation
• Or by mail to the address on file

To the Platform Operator:

• Email: legal@orbitams.com
• Or by mail: 329 Howe St, Unit #540, Vancouver, BC, V6C 3N2, Canada

Notices are effective upon receipt (email) or three business days after mailing.

19.7 Survival

Sections that should survive termination (Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution) shall remain in effect after termination or expiration of these Terms.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflicts of law principles. The substantive laws of British Columbia apply, but the United Nations Convention on Contracts for the International Sale of Goods does not.

20.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, your subscription, or the relationship between the parties shall be resolved by final, binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with JAMS Comprehensive Arbitration Rules & Procedures.

20.3 Arbitration Procedures

• Arbitrator: A single neutral arbitrator with relevant experience
• Location: Vancouver, British Columbia, Canada
• Language: English
• Costs: Each party bears its own attorneys' fees and costs; the arbitrator may award costs as permitted by applicable law
• Discovery: Discovery is available as permitted by JAMS rules but is limited to protect confidentiality

20.4 Small Claims Court Exception

Either party may bring claims in small claims court if the claim falls within that court's monetary and subject matter jurisdiction, instead of binding arbitration. Such claims shall be brought in a court of competent jurisdiction in British Columbia.

20.5 Class Action Waiver

By agreeing to arbitration, you waive the right to pursue claims on a class-action, representative, or group basis. Arbitration shall be conducted on an individual basis only. You may not consolidate claims with other parties unless both parties consent. The arbitrator has no authority to award class-wide or representative damages.

20.6 Opt-Out of Arbitration

You may opt out of binding arbitration and pursue claims in court by sending written notice to legal@orbitams.com within 30 days of first accepting these Terms. The notice must clearly state your intent to opt out.

21. Contact Information

If you have questions about these Terms, the Service, your subscription, or Account Holder Data, please contact:

Empathy Works Inc.

• Email: legal@orbitams.com
• Address: 329 Howe St, Unit #540, Vancouver, BC, V6C 3N2, Canada

For technical support, billing inquiries, or account issues, contact support@orbitams.com.