Terms & Conditions

To use certain features of Orbiter9, you may be required to create an account.

You agree to:

• • Provide accurate and complete information;
• • Keep account information updated;
• • Maintain the confidentiality of login credentials;
• • Restrict access to authorised users;
• • Notify us promptly of suspected unauthorised access; and
• • Accept responsibility for activities performed through your account.

You are responsible for all activities conducted through accounts under your organisation.

Deepspace9 is not responsible for losses arising from the Customer's failure to maintain appropriate account security.

Customers may provide access to their employees, contractors, representatives or other authorised personnel ("Authorised Users") subject to their subscription and applicable user limits.

The Customer is responsible for:

• • Managing Authorised Users;
• • Assigning appropriate permissions;
• • Removing access when a person no longer requires it;
• • Ensuring that Authorised Users comply with these Terms; and
• • All activity performed by Authorised Users.

Subject to these Terms and payment of applicable fees, Deepspace9 grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Services during the applicable subscription period.

This licence is solely for the Customer's internal business operations.

The Customer may not:

• • Resell Orbiter9;
• • Sublicense Orbiter9;
• • Rent, lease or commercially exploit Orbiter9 except as expressly authorised;
• • Copy or reproduce the software;
• • Reverse engineer or attempt to derive source code;
• • Modify or create derivative works of the software;
• • Circumvent technical restrictions;
• • Access the Services to build a competing product;
• • Use automated methods to access the Services except through authorised APIs;
• • Remove proprietary notices; or
• • Allow unauthorised third parties to use the Services.

"Customer Data" means information, records, files, documents, business data and other content submitted, uploaded, entered or transmitted by the Customer or its Authorised Users into the Services.

As between the parties, the Customer retains ownership of its Customer Data.

The Customer grants Deepspace9 a limited, worldwide, non-exclusive right to host, copy, transmit, process, modify, store and otherwise use Customer Data solely to the extent reasonably necessary to:

• • Provide the Services;
• • Maintain and secure the Services;
• • Provide customer support;
• • Perform backups;
• • Troubleshoot and resolve technical issues;
• • Prevent fraud and abuse;
• • Comply with legal obligations; and
• • Perform other activities reasonably necessary to operate Orbiter9.

Deepspace9 does not acquire ownership of Customer Data merely by providing the Services.

The Customer is solely responsible for:

• • The accuracy of Customer Data;
• • The legality of Customer Data;
• • Obtaining required permissions and consents;
• • Ensuring that Customer Data does not infringe third-party rights;
• • Configuring users and permissions appropriately;
• • Maintaining appropriate internal controls;
• • Maintaining independent copies of critical business information where appropriate; and
• • Ensuring that its use of Orbiter9 complies with applicable laws.

Deepspace9 does not verify the accuracy, legality, completeness or suitability of Customer Data.

Orbiter9 and all related software, source code, object code, architecture, designs, interfaces, workflows, documentation, trademarks, logos, technology, algorithms, methodologies and other intellectual property are owned by or licensed to Deepspace9.

Except for the limited rights expressly granted under these Terms, no intellectual property rights are transferred to the Customer.

Customer feedback, suggestions and recommendations concerning Orbiter9 may be used by Deepspace9 without restriction, provided that such use does not disclose the Customer's Confidential Information.

The Customer grants Deepspace9 permission to use Customer-provided materials to the extent necessary to configure, implement, support and provide the Services.

The Customer represents that it has the necessary rights to provide such materials.

Orbiter9 may integrate with third-party services, applications, APIs or platforms.

Such services may include communication providers, payment processors, cloud services, analytics tools, messaging services or other third-party systems.

Third-party services are subject to their own terms and policies.

Deepspace9 is not responsible for:

• • Availability of third-party services;
• • Changes made by third-party providers;
• • Third-party outages;
• • Third-party data processing;
• • Third-party security incidents; or
• • Losses arising solely from a third-party service.

Customers agree to pay all fees applicable to their selected subscription, implementation or other services.

Fees may be communicated through:

• • Subscription plans;
• • Order forms;
• • Proposals;
• • Statements of work;
• • Invoices; or
• • Other written commercial agreements.

Unless otherwise agreed in writing, fees are non-refundable once the applicable service period has commenced.

Taxes, including GST and other applicable taxes, may be charged in addition to stated fees where applicable.

Payment Information

Orbiter9 does not currently store full credit card or debit card details, CVV/CVC numbers, PINs or internet banking credentials.

Where a third-party payment provider is used, payment information may be processed directly by that provider.

Deepspace9 may suspend or restrict access to all or part of the Services where reasonably necessary, including where:

• • Fees remain unpaid;
• • The Customer materially breaches these Terms;
• • The Customer's use creates a security risk;
• • The Customer's use may harm the Services or other customers;
• • Fraudulent or unlawful activity is suspected;
• • Suspension is required by law; or
• • Emergency maintenance or security action is required.

Where reasonably practicable, Deepspace9 will provide notice before suspension.

Suspension does not relieve the Customer of payment obligations accrued before suspension.

We will use commercially reasonable efforts to make the Services available.

However, the Services are provided over the internet and may occasionally be unavailable because of:

• • Scheduled maintenance;
• • Emergency maintenance;
• • Infrastructure failures;
• • Internet or telecommunications failures;
• • Third-party service failures;
• • Cybersecurity incidents;
• • Cloud infrastructure failures;
• • Force majeure events; or
• • Other circumstances outside our reasonable control.

Unless expressly agreed under a separate Service Level Agreement ("SLA"), Deepspace9 does not guarantee uninterrupted or error-free availability of the Services.

We may modify, improve, replace or discontinue features of Orbiter9 from time to time.

Where a material change substantially reduces the core functionality of a paid Service, we may provide reasonable notice where practicable.

We are not required to maintain any particular feature indefinitely.

Support services, response times and service levels may depend on the Customer's subscription plan or separate commercial agreement.

Unless specifically included in a written SLA, support is provided on a commercially reasonable efforts basis.

Each party may receive confidential information from the other party.

"Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential considering the nature of the information and circumstances of disclosure.

The receiving party agrees to:

• • Use Confidential Information only for purposes of performing or receiving the Services;
• • Protect Confidential Information using reasonable safeguards; and
• • Not disclose Confidential Information except to employees, contractors, professional advisers and service providers who need to know it and are subject to appropriate confidentiality obligations.

Confidentiality obligations do not apply to information that:

• • Is publicly available without breach;
• • Was lawfully known before disclosure;
• • Is independently developed without use of Confidential Information; or
• • Is lawfully received from a third party without confidentiality restrictions.

A party may disclose Confidential Information where required by law, court order or regulatory authority.

Deepspace9 will implement reasonable technical and organisational safeguards designed to protect Customer Data.

However, no internet-based system can guarantee absolute security.

The Customer acknowledges that it is responsible for maintaining appropriate security of its own accounts, devices, networks, users and access credentials.

We may maintain backups of Customer Data as part of our normal operational and disaster-recovery processes.

Backups are intended primarily for operational recovery and are not a substitute for the Customer maintaining its own appropriate business records or backups.

Unless expressly agreed under a separate written agreement, Deepspace9 does not guarantee recovery of every item of Customer Data in every circumstance.

To the maximum extent permitted by applicable law, Orbiter9 and the Services are provided on an "as is" and "as available" basis.

Deepspace9 disclaims all warranties, representations and conditions, whether express, implied or statutory, including warranties of:

• • Merchantability;
• • Fitness for a particular purpose;
• • Non-infringement;
• • Accuracy;
• • Availability;
• • Reliability;
• • Compatibility; and
• • Suitability for any particular business requirement.

Deepspace9 does not warrant that:

• • The Services will always be available;
• • The Services will be completely error-free;
• • All defects will be corrected;
• • The Services will meet every Customer requirement; or
• • Information generated by the Services will always be accurate or complete.

Orbiter9 is a business software tool and should not be treated as a substitute for the Customer's professional, financial, legal, tax, accounting, operational or management judgment.

To the maximum extent permitted by applicable law, Deepspace9 Technologies Private Limited, its directors, officers, employees, affiliates, contractors, licensors and service providers shall not be liable for any loss, damage, claim, liability, cost or expense arising out of or relating to the Services, Orbiter9, Customer's use or inability to use the Services, or these Terms.

Without limiting the foregoing, Deepspace9 shall not be liable for any:

• • Loss of profits;
• • Loss of revenue;
• • Loss of business opportunities;
• • Loss of anticipated savings;
• • Loss of goodwill;
• • Loss of reputation;
• • Business interruption;
• • Loss, corruption or destruction of data;
• • Loss arising from unauthorised access to Customer's account;
• • Loss arising from third-party services, integrations or infrastructure;
• • Loss arising from errors, interruptions, delays or unavailability of the Services; or
• • Indirect, incidental, special, consequential, exemplary or punitive damages.

To the maximum extent permitted by applicable law, **Deepspace9's aggregate liability to the Customer arising out of or relating to the Services or these Terms shall be zero.**

The Customer acknowledges and agrees that Deepspace9 provides the Services on an "as is" and "as available" basis and that the Customer assumes responsibility for its use of the Services and for maintaining appropriate independent backups of its business-critical information.

Nothing in these Terms shall exclude or limit any liability that cannot legally be excluded or limited under applicable law.

The Customer agrees to defend, indemnify and hold harmless Deepspace9, its directors, officers, employees, affiliates and service providers from claims, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising from or relating to:

• • Customer Data;
• • Customer's use of the Services;
• • Violation of these Terms;
• • Violation of applicable law;
• • Infringement of third-party rights caused by Customer Data or Customer materials;
• • Actions of Authorised Users; or
• • Unauthorised use of the Customer's account resulting from the Customer's failure to maintain appropriate security.

These Terms remain effective while the Customer has an active subscription or otherwise uses the Services.

Either party may terminate the applicable subscription in accordance with the applicable commercial agreement.

Deepspace9 may terminate or suspend access immediately where:

• • The Customer materially breaches these Terms;
• • The Customer engages in unlawful or fraudulent activity;
• • Continued use creates a material security risk; or
• • Required by applicable law.

Termination does not eliminate payment obligations accrued before termination.

Upon termination:

• • The Customer's right to access the Services will cease;
• • The Customer must stop using Orbiter9;
• • Outstanding amounts become immediately payable where applicable; and
• • Customer Data will be handled in accordance with the Privacy Policy and applicable data-retention requirements.

Where technically available and subject to the applicable plan, the Customer may request export of Customer Data before the applicable deletion period expires.

Deepspace9 will not be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control, including:

• • Natural disasters;
• • Fire;
• • Flood;
• • War;
• • Terrorism;
• • Government actions;
• • Internet or telecommunications failures;
• • Power failures;
• • Cybersecurity incidents;
• • Cloud infrastructure failures;
• • Labour disputes; or
• • Other events beyond reasonable control.

These Terms shall be governed by and construed in accordance with the laws of India.

Subject to any applicable mandatory legal requirements, the courts located in Delhi, India shall have exclusive jurisdiction over any dispute, claim or proceeding arising out of or relating to these Terms or the Services.

We may provide notices through:

• • Email;
• • The Orbiter9 application;
• • Your registered account;
• • Our website; or
• • Other reasonable electronic means.

The Customer is responsible for keeping its contact information current.

The Customer may not assign or transfer these Terms or its rights under these Terms without our prior written consent.

Deepspace9 may assign these Terms in connection with a merger, acquisition, corporate restructuring, sale of substantially all relevant assets or similar transaction.

These Terms, together with any applicable order form, proposal, subscription agreement, SLA, statement of work and Privacy Policy, constitute the agreement between the parties regarding the Services.

In the event of a conflict, the applicable order form or written commercial agreement may prevail to the extent expressly stated therein.

We may update these Terms from time to time.

If we make material changes, we may provide reasonable notice through the Services, website or registered email address.

Continued use of Orbiter9 after the effective date of updated Terms constitutes acceptance of the updated Terms, to the extent permitted by applicable law.