ORBITMUSE INC. TERMS OF SERVICE
Effective Date: March 8, 2018
We may change these terms from time to time. If we do, we’ll let you know about any material changes, either by notifying you on the Site or by sending you an email. If you keep using Orbitmuse after a change, that means you accept the new terms.
IMPORTANT: BY AGREEING TO THESE TERMS YOU AGREE TO RESOLVE DISPUTES WITH ORBITMUSE THROUGH BINDING ARBITRATION (AND WITH VERY LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS, AS DETAILED IN SECTION 16.
- About Creating an Account
To sign up for a Orbitmuse account or to use any of its Services, you must be at least 18 years old or the legal age in your jurisdiction to form a binding contract. People under 18 or the legal age in your jurisdiction are not permitted to use Orbitmuse on their own. You’re responsible for your account and all the activity on it.
You can browse Orbitmuse without registering for an account. But to use some of Orbitmuse's functions, you’ll need to register, choose an account name, and set a password. When you do that, the information you give us has to be accurate and complete. Don’t impersonate anyone else or choose names that are offensive or that violate anyone’s rights. If you don’t follow these rules, we may cancel your account.
You’re responsible for all the activity on your account, and for keeping your password confidential. If you find out that someone’s used your account without your permission, you should report it to firstname.lastname@example.org.
- You May Only Access And Use Or Services For Lawful Purposes
You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Services. You assume any and all risks from any meetings or contact between you and any person or other users of the Services. We expect all users of our Services to behave, act appropriately, and at a minimum, follow this list of things you shouldn’t do:
- Don’t break the law. Don’t take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone.
- Don’t lie to people. Don’t post information you know is false, misleading, or inaccurate. Don’t do anything deceptive or fraudulent.
- Don’t transfer your account to any other person and you may not use anyone else's account at any time.
- Don’t offer prohibited items. Don’t offer anything that is illegal, violate any of Orbitmuse’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation.
- Don’t victimize anyone. Don’t do anything threatening, abusive, harassing, defamatory, libelous, tortious, obscene, profane, or invasive of another person’s privacy.
- Don’t spam. Don’t distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters. Don’t run mail lists, listservs, or any kind of auto-responder or spam on or through the Site.
- Don’t harm anyone’s computer. Don’t distribute software viruses, or anything else (code, films, programs) designed to interfere with the proper function of any software, hardware, or equipment on the Site (whether it belongs to Orbitmuse or another party).
- Don’t abuse other users’ personal information. When you use Orbitmuse, you may receive information about other users, including things like their names, email addresses, and postal addresses. This information is provided for the limited purpose related to your use of the Orbitmuse Services. Don’t use it for other purposes, and don’t abuse it.
- Don’t try to interfere with the proper workings of the Services.
- Don’t bypass any measures we’ve put in place to secure the Services.
- Don’t try to damage or get unauthorized access to any system, data, password, or other information, whether it belongs to Orbitmuse or another party.
- Don’t take any action that imposes an unreasonable load on our infrastructure, or on our third-party providers. (We reserve the right to determine what’s reasonable.)
- Don’t use any kind of software or device (whether it’s manual or automated) to “crawl” or “spider” any part of the Site.
- Don’t take apart or reverse engineer any aspect of Orbitmuse in an effort to access things like source code, underlying ideas, or algorithms.
- What We Don’t Do and Aren’t Responsible For
Orbitmuse isn’t liable for any damages or losses related to your use of the Services. We don’t become involved in disputes between users, or between users and any third party relating to the use of the Services. We don’t oversee the performance or punctuality of Campaigns, and we don’t endorse any content users submit to the Site. When you use the Services, you release Orbitmuse from claims, damages, and demands of every kind — known or unknown, suspected or unsuspected, disclosed or undisclosed — arising out of or in any way related to such disputes and the Services. All content you access through the Services is at your own risk. You’re solely responsible for any resulting damage or loss to any party.
- Third-Party Websites
Orbitmuse partners with other companies (such as PayPal, Amazon Payments and Stripe) for payment processing. By using our Services, you’re also agreeing to the payment processor’s terms of service.
Orbitmuse may contain links to other websites. For instance, Campaign pages, user profiles, and comments may link to other sites. When you access third-party websites, you do so at your own risk. We don’t control or endorse those sites.
- Your Intellectual Property
Orbitmuse doesn’t own content you submit to us (your “Submitted Content”). But we do need certain licenses from you in order to perform our Services. When you submit information to Orbitmuse to be displayed on our Site, you agree to these terms:
- We can use the content you’ve submitted. You grant to us, and others acting on our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content.
- When we use the content, we can make changes, like editing or translating it. You grant us the right to edit, modify, reformat, excerpt, delete, or translate any of your Content.
- Your Submitted Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to post the material (and to grant Orbitmuse all the license rights outlined here).
- Any royalties or licensing on your Submitted Content are your responsibility. You will pay all royalties and other amounts owed to any person or entity based on your Submitted Content, or on Orbitmuse’s hosting of that content.
- You promise that if we use your Submitted Content, we’re not violating anyone’s rights or copyrights. If Orbitmuse or its users exploit or make use of your submission in the ways contemplated in this agreement, you promise that this will not infringe or violate the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- You’re responsible for the information you post. All information submitted to the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that content originated.
- We’re not responsible for mistakes in your content. Orbitmuse will not be liable for any errors or omissions in any content.
- Orbitmuse’s Intellectual Property
Orbitmuse’s Services are legally protected in various ways, including copyrights, trademarks, service marks, patents, trade secrets, and other rights and laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Site. You also agree not to change, translate, or otherwise create derivative works of the Service.
Orbitmuse grants you a license to reproduce content from the Services for personal use only. This license covers both Orbitmuse’s own protected content and user-generated content on the Site. This license is worldwide, non-exclusive, non-sublicensable, and non-transferable. If you want to use, reproduce, modify, distribute, or store any of this content for a commercial purpose, you need prior written permission from Orbitmuse and/or the relevant copyright holder. A “commercial purpose” means you intend to use, sell, license, rent, or otherwise exploit content for commercial use, in any way.
- Unsolicited Ideas and Communications with Orbitmuse
You may decide to send us unsolicited ideas, including ideas for new promotions, products, services, applications, technologies or processes or other ideas (collectively, "User Ideas"). You must not transmit any User Ideas to us that you consider to be confidential or proprietary. You agree that we shall not be required to treat any User Ideas as being confidential or proprietary. You are responsible and liable for any User Ideas you submit and agree that by submitting User Ideas to us, including any concepts, know-how or ideas, you grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the User Ideas in connection with the Services, and for Orbitmuse's business, including without limitation, for promoting and redistributing part or all of the User Ideas and derivative works thereof in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to You or others. We are under no obligation to evaluate, review, or use any User Idea.
- How We Deal with Copyright Issues
We comply with the Digital Millennium Copyright Act. To learn more about how we deal with claims of copyright infringement, read our Copyright Policy.
The Digital Millennium Copyright Act lays out a system of legal requirements for dealing with allegations of copyright infringement. Orbitmuse complies with the DMCA, and we respond to notices of alleged infringement if they comply with the law and the requirements set forth in our Copyright Policy. We reserve the right to delete or disable content alleged to be infringing, and to terminate accounts for repeat infringers. We do this when appropriate and at our sole discretion.
If you’d like to submit a claim of copyright infringement, please visit our Copyright Policy. Our designated agent for notice of alleged copyright infringement is:
Attn: Copyright Agent
6114 La Salle Ave #207
Oakland, CA 94611
- Deleting Your Account
You can terminate your account at any time. All provisions of this agreement survive termination of an account, including our rights regarding any content you’ve already submitted to the Site. For instance, if you’ve launched a Campaign or submitted information which has been published for view on our Site, deleting your account will not remove that information from the Site.
- Our Rights
Orbitmuse reserves the right to:
- Make changes to the Orbitmuse Site and Services without notice or liability.
- Decide who’s eligible to use Orbitmuse. We can cancel accounts or decline to offer our Services. We can change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use Orbitmuse in that jurisdiction.
- Cancel any transaction, Contribute, donation, or purchase at any time, and for any reason.
- Reject, cancel, interrupt, remove, or suspend any Submitted Content at any time and for any reason.
Orbitmuse is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.
- Warranty Disclaimer
THE SERVICES, CONTENT, SUBMITTED CONTENT, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ORBITMUSE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ORBITMUSE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, THE SUBMISSIONS, THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF ORBITMUSE OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE SERVICES, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ORBITMUSE, ITS DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES (I) RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (II) FOR ANY LOST PROFITS, DATA LOSS, OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; OR (III) FOR ANY CONDUCT OF CONTENT OF ANY THIRD PARTY ON THE SITE. IN NO EVENT SHALL ORBITMUSE’S LIABILITY FOR DIRECT DAMAGES BE IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00).
YOU HEREBY INDEMNIFY, DEFEND AND HOLD HARMLESS ORBITMUSE, AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, PARTNERS, EMPLOYEES, LICENSORS, REPRESENTATIVES AND THIRD-PARTY PROVIDERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, COSTS, CLAIMS AND DEMANDS, INCLUDING REASONABLE ATTORNEYS' FEES AND RELATED COSTS AND EXPENSES, DUE TO OR ARISING OUT OF YOUR BREACH OF ANY REPRESENTATION, OBLIGATION, OR WARRANTY HEREUNDER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU UNDER THIS SECTION, AND IN SUCH CASE, YOU AGREE TO FULLY COOPERATE AS REASONABLY REQUIRED WITH SUCH DEFENSE AND IN ASSERTING ANY AVAILABLE DEFENSES.
Notice for California Users. Under California Civil Code Section 1789.3, California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
Statute of Limitations. Any claim or cause of action arising out of or related to use of the Services, the Terms, or any services or information available through Third Party Platforms, must be filed within 1 year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such 1-year period, such claim or cause of action are forever barred.
- Agreement to Arbitrate and Class Action Waiver
We Both Agree to Arbitrate. Before bringing a formal legal case, please first try contacting our support team at email@example.com. Most disputes can be resolved that way. If we can't resolve our dispute amicably, You and Orbitmuse agree to resolve any claims relating to these Terms, or any of our other terms posted on our Services from time to time, through final and binding arbitration. This applies to all kinds of claims under any legal theory.
In addition, if You or Orbitmuse brings a claim in court that should be arbitrated or any of Us refuses to arbitrate a claim that should be arbitrated, the other of Us can ask a court to force Us to go to arbitration to resolve the claim (i.e., compel arbitration). You or Orbitmuse may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
No Class Actions. We all agree that we can only bring a claim against each other on an individual basis. That means: (a) neither You nor Orbitmuse can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action; (b) an arbitrator cannot combine more than one person's claim into a single case, and cannot preside over any consolidated, class or representative arbitration proceeding (unless we both agree to change this); (c) an arbitrator's decision or award in one person's case can only impact the person who brought the claim, not other Users, and cannot be used to decide other disputes with other Users. If a court decides that this subsection on "No Class Actions" is not enforceable or valid, then this entire Section 18 (Agreement to Arbitrate and Class Action Waiver) will be null and void, but, the rest of the Terms will still apply.
The Arbitration Process. Any disputes between You and Orbitmuse relating to the Services that involve a claim of less than US $10,000 must be resolved exclusively through binding non-appearance-based arbitration. A party electing arbitration shall initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. In addition, You and Orbitmuse agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any disputes between You and Orbitmuse relating to the Services that involve a claim of less than US $10,000 must be resolved in accordance with the AAA's rules about whether the arbitration hearing has to be in-person.
Jurisdiction for Legal Disputes Not Subject to Arbitration. If the Agreement to Arbitrate is determined to be invalid or unenforceable or for any disputes that do not qualify for arbitration, the dispute shall be subject to the exclusive jurisdiction of the Federal and State courts located in San Mateo County, California. You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
Changes. Notwithstanding the provisions of the modification-related provisions above, if Orbitmuse changes this "Agreement to Arbitrate and Class Action Waiver" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Orbitmuse written notice of such rejection by mail or hand delivery to: Orbitmuse, Inc. Attn: Legal, 6114 La Salle Ave #207, Oakland, CA 94611, United States, or by email from the email address associated with your Account to: firstname.lastname@example.org, within 30 days of the date such change became effective, as indicated by the "last updated on" language above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Agreement to Arbitrate and Class Action Waiver" section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Orbitmuse in accordance with the provisions of this "Agreement to Arbitrate and Class Action Waiver" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- Electronic Notices
By using Our Services or communicating with Orbitmuse, you agree that Orbitmuse may, at its discretion, communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services or these Terms. If Orbitmuse learns of a security system's breach, Orbitmuse may attempt to notify you electronically by posting a notice through the Services or sending an email to you.
- System Outages
Orbitmuse periodically schedules system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Orbitmuse has no responsibility and is not liable for: (a) the unavailability of the Services including those available on Third Party Platforms; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any Internet service providers, any Third Party Platforms, or any Internet facilities and networks.
- Entire Agreement. These Terms and any policies applicable to you posted on our Services constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
- Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
- Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Orbitmuse to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
- Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
- No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither Orbitmuse nor any other party to these Terms shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
- Governing Laws. These Terms and Your use of the Services shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction, and shall be considered to have been made and accepted in the State of California.
- Taxes. You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in Your own location). Orbitmuse is unable to provide you with tax advice and you should consult Your own tax advisor.
- Additional Agreements
Some of Orbitmuse’s service or offerings may require you to agree to additional Terms of Service relating to that offering or service. If there is a conflict between these Terms and the Terms of Service for a specific product or offering, the Terms of Service for the specific product or offering will govern.
ORBITMUSE HABITAT TERMS OF SERVICE
Effective Date: March 8, 2018
This Membership Agreement (this “Agreement”), dated as of the date your application is submitted, is between Orbitmuse Inc. (“Orbitmuse”) and you, the undersigned member (“Member”). Orbitmuse and Member desire to enter into this Agreement relating to Orbitmuse’s Habitat platform and services on the terms and conditions set forth herein. The parties agree as follows:
- Scope of Services.
Subject to availability, Orbitmuse Habitat may provide you with access to innovation labs, office space, workstations, Internet access, office equipment, conference space, knowledge resources, labs and equipment, and other services as Orbitmuse Habitat may provide from time to time available at the local location (“Services”). Orbitmuse Habitat reserves the right to restrict use of equipment or office supplies in its sole discretion.
- Local Facility Rules and Agreement.
Each Orbitmuse Habitat Location may have its own local rules, regulations, guidelines, or/and terms of service for that facility (“Local Facility Rules and Agreement”). To the extent that these terms of service conflict with the Local Facility Rules and Agreement, the Local Facility Rules and Agreement will control.
- Conditions to Use of Services.
As a condition to your access to the Services, Member agrees that Member will not use the Services for any purpose that is unlawful or prohibited by these terms and conditions, any notices relating thereto, and/or the Local Facility Rules and Agreement, as amended from time to time, and incorporated by reference herein. You further agree that you will comply with, and be bound to, all Local Facility Rules and Agreement, as amended from time to time, a current copy of which shall be maintained at the Local Orbitmuse Habitat location, and that you are solely responsible for complying with the most current versions of the Local Facility Rules and Agreement.
- Term and Termination.
The term of this Agreement shall commence as of the date your application has been approved and shall renew automatically for each subsequent month for which Member enrolls (the “Term” shall include renewal periods) unless cancelled or terminated as provided herein. In order to process a Member’s cancellation request before his/her next billing cycle, we need to receive a Orbitmuse Habitat cancellation form at least seven calendar days before his/her upcoming billing date. Membership cancellation includes deactivation of Member’s online profile, removal from online communities and communications, mailbox and locker removal, and discontinuance of member access to the workspace. Upon cancellation, Member shall return to Orbitmuse Habitat all property belonging to Orbitmuse Habitat, including any keys and/or access cards and Member shall remove all of Member’s property. Members with mailboxes shall create a forwarding service with the USPS for all mail that use Orbitmuse Habitat’s mailing address upon cancellation. Following the Term, Orbitmuse Habitat may dispose of any property remaining in the workspace as it sees fit and reserves the right to seek reimbursement for any expenses or costs it incurs in removing such property.
All membership payments are due on a monthly basis and will be charged on the monthly anniversary of Member’s start date (or subsequent business day thereto) via a recurring credit card payment. When Member pays via credit card, then Member hereby authorizes Orbitmuse Habitat to charge such credit card on a recurring monthly basis. Conference room rentals, Mailboxes, Lockers, event rentals and other incidental charges may be billed upon or following use using the credit card you have provided Orbitmuse Habitat, unless prior notice is given to Orbitmuse Habitat management.
- Missed Payments.
Orbitmuse Habitat reserves the right to discontinue the Services if payment is late. If the late payment is not paid within seven calendar days after notification email is sent by Orbitmuse Habitat, Orbitmuse Habitat reserves the right to charge a penalty and/or terminate Member’s membership. After Orbitmuse Habitat has terminated membership, any application to re-apply due to a missed payment(s) is subject to a re-admission fee and review by Orbitmuse Habitat management.
- Refunds and Credits.
Orbitmuse Habitat will not grant refunds for unused membership hours or space. In order for Orbitmuse Habitat to process a Member’s request to change membership and reflect these changes for Member’s next billing cycle, Orbitmuse Habitat needs to receive the Change Request or Cancellation Form seven calendar days before Member’s upcoming monthly billing date.
- Member Upgrades.
In order for Orbitmuse Habitat to process Member’s request to change membership level and reflect these changes on Member’s next billing cycle, Orbitmuse Habitat must receive Member’s Orbitmuse Habitat Change Request Form at least seven calendar days before Member’s upcoming monthly billing date.
- Member Downgrades/Cancellations.
In order for Orbitmuse Habitat to process Member’s downgrade or cancellation request by Member’s next billing cycle, Orbitmuse Habitat must receive Member Change Request Form at least seven calendar days before Member’s upcoming anniversary (billing) date. If Member submits the request form after this window, it will apply to the next month’s billing cycle. Orbitmuse Habitat does not offer any suspension options for members at any given time (e.g. temporarily holding a person’s membership with Orbitmuse Habitat for any reason).
- Guest Policy.
For any guest who will be working with you for more than 2 hours per day, you have the following options: (a) Purchase additional membership for them; (b) Buy a guest pass; or (c) Book conference room space for them to use when working at Orbitmuse Habitat. Please send an email to email@example.com prior to their arrival with their name, email, and which of the above you will be selecting for their visit. All guests will be subject to the Local Facility Rules and Agreement and safety trainings.
- Consent for Photography/Video/Media Release & Promotional Use.
Member grants permission to Orbitmuse Habitat, its employees, interns, or representatives to take and use photographs/digital images, videotape, recorded audio or quoted remarks of Member for use by Orbitmuse Habitat in promotional or educational material (e.g., Twitter, Facebook, etc.). Member further agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with the materials. Member authorizes the use of these materials, in perpetuity, without compensation. All prints, digital reproductions, video, and audio recordings shall be the property of Orbitmuse Habitat.
- Use of Member Information.
Orbitmuse Habitat has sole and absolute discretion to edit, post, refuse to post or to remove any information or materials from the website. Member may select what information about the Member is available on such platforms, including determining its level of privacy for listing on the Orbitmuse Habitat public websites. Orbitmuse Habitat may also disclose any information it deems necessary, in its sole discretion, to satisfy any applicable law, regulation, legal process or governmental request.
- Confidential Information.
Member acknowledges and agrees that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Orbitmuse Habitat or any participant or user of the Services or any employee, affiliate, or agent thereof that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Orbitmuse Habitat, any analyses, compilations, studies or other documents prepared by Orbitmuse Habitat or otherwise derived in any manner from the Confidential Information and any information that Member is obligated to keep confidential or know or has reason to know should be treated as confidential. All Confidential Information remains the sole and exclusive property of Orbitmuse Habitat or the respective disclosing party. Member further acknowledges and agrees that nothing in this Agreement or Member’s participation or use of the Services will be construed as granting any rights to Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Orbitmuse Habitat or any participant or user of the Services.
- Non-Disclosure of Confidential Information.
Member agrees to: (i) maintain all Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third parties; and (iii) not use the Confidential Information in any way that is directly or indirectly detrimental to Orbitmuse Habitat or any participant or user of the Services.
- Pet Policy.
To ensure the safety and care of all Orbitmuse Habitat community members, anchor tenants and neighboring businesses, the following policy has been established. The right for a member, faculty or staff member to study or work in a place free of animal threat, noise, hair, and dander is the governing principle. Pets are not allowed in any other part of Orbitmuse Habitat building. All federal and state laws apply for service animals and emotional support animals.
- Representations and Warranties.
Member hereby represents and warrants that Member: (i) has all requisite legal power, authority and capacity to enter into and abide by the terms and conditions of this Agreement and that no further authorization or approval is necessary; (ii) that Member’s participation or use of the Services will not conflict with, violate or result in any breach of any license, contract, agreement or other obligation or otherwise violate any rights of any third party; and (iii) Member’s activities and use of the Services shall comply with all applicable laws, rules and regulations, including the Local Facility Rules and Agreement, as amended from time to time.
MEMBER RELEASES, AND HEREBY AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS ORBITMUSE INC., ITS AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY, FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, PROPERTY, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), JUDGMENTS, FINES AND PENALTIES BASED UPON OR ARISING OUT OF MEMBER’S UNLAWFUL CONDUCT, BREACH OF THIS AGREEMENT, NEGLIGENT ACTIONS, ERRORS AND OMISSIONS, WILLFUL MISCONDUCT AND FRAUD ARISING OUT OF MEMBER’S PARTICIPATION IN OR USE OF THE SERVICES. MEMBER FURTHER RELEASES, AND HEREBY AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS ORBITMUSE INC., ITS AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY, FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, PROPERTY, DAMAGES, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), JUDGMENTS, FINES AND PENALTIES BASED UPON OR ARISING OUT OF MEMBER’S GUEST’S CONDUCT OR NEGLIGENCE IN CONNECTION WITH THE GUEST’S USE OF THE SERVICES AS MEMBER’S GUEST.
- Disclaimer To The Maximum Extent Permitted By Applicable Law.
ORBITMUSE HABITAT PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON- INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES, REMAINS WITH MEMBER. MEMBER ACKNOWLEDGES THAT ORBITMUSE HABITAT SHALL HAVE NO LIABILITY WITH RESPECT TO YOUR INABILITY TO ACCESS, PARTICIPATE IN, AND/OR USE OF THE SERVICES, OR ANY LOSS OF INFORMATION RESULTING THEREFROM.
- Exclusion Of Incidental, Consequential And Certain Other Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORBITMUSE HABITAT OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ORBITMUSE HABITAT, AND EVEN IF ORBITMUSE HABITAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIMITATION OF LIABILITIES NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF ORBITMUSE HABITAT OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect to the fullest extent permitted by applicable law.
- No Agency Relationship.
This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties.
Member may not assign, delegate or otherwise transfer this Agreement, in whole or in part, without the prior written consent of Orbitmuse Habitat.
- Governing Law/Venue.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, United States of America. Any action brought relating to the interpretation or enforcement of this Agreement shall be brought in the appropriate venue located in San Mateo County, California.
The parties to this Agreement agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this Agreement or otherwise, and any claim or dispute related to this Agreement or the relationship or duties contemplated under this Agreement, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction.
24. Entire Agreement.
This Agreement, together with the Local Facility Rules and Agreement, and Orbitmuse Inc. Terms of Service, sets forth the entire agreement and understanding between Orbitmuse Habitat and Member relating to the subject matter herein and supersedes all prior discussions or representations between the parties, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by an authorized representative of Orbitmuse Inc. The undersigned hereby acknowledges that they have read, understood and agree to be bound by all of the terms and conditions contained in this Agreement together with the Local Facility Rules and Agreement, and Orbitmuse Inc. Terms of Service.
ORBITMUSE BOOST TERMS OF SERVICE
Effective Date: March 8, 2018
Orbitmuse Boost is a crowdfunding platform for creative and scientific space and aerospace exploration projects. These Terms of Service supplement and incorporate by reference Orbitmuse Inc. Terms of Service.
Our services enable people or entities (“Creators”) to create and publish funding their projects (“Campaigns”) to Orbitmuse platform for the purpose of seeking crowdfunding contributions (“Contributions”) from people or entities that wish to give money to the Campaign (“Contributors”).
- The Contract is Between Creators and Contributors
When a Creator posts a Campaign on Orbitmuse, they’re inviting other people to form a contract with them. Anyone who contributes money to a Campaign is accepting the Creator’s offer, and forming that contract. Orbitmuse is not a part of this contract. The contract is a direct legal agreement between Creators and their Contributors. Here are the terms that govern that agreement:
- When a Campaign is successfully funded, the Creator must complete the Campaign and fulfill each reward. Once a Creator has done so, they’ve satisfied their obligation to their Contributors.
- Throughout the process, Creators owe their Contributors a high standard of effort, honest communication, and a dedication to bringing the Campaign to life. At the same time, Contributors must understand that when they contribute to a Campaign, they’re helping to create something new — not ordering something that already exists. There may be changes or delays, and there’s a chance something could happen that prevents the Creator from being able to finish the Campaign as promised.
- If a Creator is unable to complete their Campaign and fulfill rewards, they’ve failed to live up to the basic obligations of this agreement. To right this, they must make every reasonable effort to find another way of bringing the Campaign to the best possible conclusion for Contributors. A Creator in this position has only remedied the situation and met their obligations to Contributors if:
- they post an update that explains what work has been done, how funds were used, and what prevents them from finishing the Campaign as planned;
- they work diligently and in good faith to bring the Campaign to the best possible conclusion in a timeframe that’s communicated to Contributors;
- they’re able to demonstrate that they’ve used funds appropriately and made every reasonable effort to complete the Campaign as promised;
- they’ve been honest, and have made no material misrepresentations in their communication to Contributors; and
- they offer to return any remaining funds to Contributors who have not received their reward (in proportion to the amounts Contributed), or else explain how those funds will be used to complete the Campaign in some alternate form.
The Creator is solely responsible for fulfilling the promises made in their Campaign. If they’re unable to satisfy the terms of this agreement, they may be subject to legal action by Contributors.
- Funding a Campaign Works
These are the terms that apply when you’re contributing to a Campaign:
- You’re only charged if the Campaign reaches its fundraising goal. You’ll provide your payment information when you Contribute to a Campaign, but you won’t be charged at that time. Your payment will only be collected if, at the time of the Campaign’s funding deadline, the Campaign has reached its fundraising goal. The exact amount you Contributed is the amount Orbitmuse will collect. If the Campaign hasn’t reached its fundraising goal, you won’t be charged, no funds will be collected, and no money will change hands.
- In some cases, we’ll reserve the charge on your card. Orbitmuse and its payment partners may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the full amount of the Contribution, at any time between the time when you made the Contribution and the time funds are collected.
- You can increase, decrease, or cancel your Contribution at any time during the campaign, with one exception. During the last 24 hours of the campaign, you can’t decrease or cancel your Contribution without contacting customer support first — if that action would drop the Campaign below its funding goal. Once the Campaign has been funded, you can only cancel or change your Contribute by making special arrangements directly with the Creator.
- The Estimated Delivery Date is the Creator’s estimate. The date listed on each reward is the Creator’s estimate of when they will provide the reward — not a guarantee to fulfill by that date. The schedule may change as the Creator works on the Campaign. We ask Creators to think carefully, set a date they feel confident they can work toward, and communicate with Contributors about any changes.
- The Creator may need to send you questions about your reward. To deliver rewards, the Creator might need information from you, like your mailing address or t-shirt size. They’ll request that information after the campaign has succeeded. To receive the reward, you’ll need to provide the information in a reasonable amount of time.
Orbitmuse doesn’t offer refunds. Responsibility for finishing a Campaign lies entirely with the Creator. Orbitmuse doesn’t hold funds on Creators’ behalf, cannot guarantee Creators’ work, and does not offer refunds.
These are the terms that apply when you’re creating a Campaign:
- You can refund individual Contributions if you want. After your Campaign has been funded, you can cancel and refund a Contributor’s Contributions at any time. If you do, you have no further obligation to that specific Contributor, and no agreement exists between you and the Contributor.
- We’ll charge our fees before putting funds in your account. Orbitmuse and its payment partners will subtract fees before transmitting the proceeds of a campaign.
- Some Contributions can’t be collected, which might reduce the amount of funding you get. Because some payments can’t be collected — for instance, when a Contributor’s credit card expires before funding ends, and they don’t provide updated information — we can’t guarantee that the amount of funding you receive will be exactly equal to the full amount Contributed minus fees.
- Don’t assume you’ll be able to launch your Campaign when you want; there could be a reason we’re not able to accept it, or a problem that takes time to resolve.
- Don’t assume you’ll be able to immediately collect your funding; there may be a delay between the end of a successful campaign and your access to the funds.
- Don’t take any actions in reliance on collecting any of the money Contributed until you actually have the ability to withdraw it from your account and spend it.
- Our Fees
Fees are only charged on successfully funded Campaigns. The fees that will be accessed are detailed on our pricing page. Some funds Contributed by Contributors are collected by payment providers. Each payment provider is its own company, and Orbitmuse isn’t responsible for its performance. You are responsible for paying any additional fees or taxes associated with your use of Orbitmuse.
ORBITMUSE MASTERS TERMS OF SERVICE
Effective Date: March 8, 2018
Orbitmuse Masters is an educational platform designed for creative and scientific space and aerospace exploration and entrepreneurship. These Terms of Service supplement and incorporate by reference Orbitmuse Inc. Terms of Service.
Our Services enable students ("Students") to connect with independent contractor instructors (the "Instructors") (collectively Instructors with Students, the "Users") who provide live and recorded instruction, tutoring, and learning services (the "Courses") via our Services.
Students agree that:
- Personal Information. You will not disclose any personal information to an Instructor, and will assume responsibility for controlling how your personal information is disclosed or used, including taking appropriate steps to protect such information. You will not solicit personal information from any Instructor or other Student.
- Instructor Unavailability. Students understand that Instructors from whom Students may have licensed a Course(s) may choose to terminate their accounts with Orbitmuse and become inactive. Orbitmuse does not guarantee Instructor availability to Students and shall not be held liable for any issues relating to Instructor availability.
- Pricing and Fees. The fees that will be accessed are detailed on our pricing page. You agree to pay the fees for Courses that you purchase, and authorize us or our payment partners to charge your credit card for such fees. You agree to pay that fee and all taxes associated your purchase. If you provide credit card information to pay for such fees then you represent and warrant that you are authorized to supply such information and authorize Orbitmuse or its payment partner to charge your credit card to pay the fees as they are due. If your payment method fails, then we may collect fees owed using other collection mechanisms and may block your access to any Services pending resolution of any amounts due by you to Orbitmuse.
- No Refunds. All sales of Course are as is and final. If you are unhappy with a Course for any reason, please contact us via firstname.lastname@example.org and we will evaluate the reason for your dissatisfaction and may, in our sole discretion, take a remedial action which may include, a refund to the Student, terminating the Course, or other.
- Interaction with Students. You are an independent contractor of Orbitmuse and not an employee or representative of Orbitmuse. You do not have a direct contractual relationship with Students. The only information you will receive about Students is what is provided to you through the Services. At times you may need to respond to a Students, which you must do so promptly to ensure a high quality of customer service and professionalism. You will not use the Services for any purpose other than for providing Courses to Students or other uses expressly permitted by Orbitmuse.
- Qualifications and Credentials. You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services you offer on your Course and through our Services.
- Orbitmuse’s Right to Use Your Information. You grant Orbitmuse permission to use your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services and course material and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law. You give us permission to share your Course, and information about you and the Course with Orbitmuse employees and selected partners, for which you will not receive compensation.
- Course Materials. You are responsible for all of your course material submitted on our platform. You agree that you own or have the necessary licenses, rights, permissions, and otherwise have authority to authorize Orbitmuse, to reproduce and publicly promote, market, distribute, display, communicate and otherwise use and exploit any of your course material through the Services. Your course material shall not require Orbitmuse to obtain any licenses from or pay any royalties to any third party. No course material shall infringe or misappropriate any intellectual property right of a third party. You grant Orbitmuse a non-exclusive right and license to reproduce, distribute, offer, market and otherwise use and exploit your course material through the Services, and sublicense it to Users for these purposes directly or through third parties.
- Removal of Course Material. You have the right to remove all or any portion of your course material from the Services at any time. Removal of your course material will terminate the course license and rights sixty (60) days after such removal as to new Users, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users. You agree that we may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services.
- Termination. Your use of our Services are subject to Orbitmuse's approval, which we may grant, deny, or discontinue at any time in our sole discretion.
- Pricing, Payments and Fees. The fees that will be accessed are detailed on our pricing page. As an Instructor, you will be responsible for determining the price Students will be charged for your Course. You may not charge separately for any course add-ons such as downloadable PDFs or other content and services (such as providing a link to a third party service to sell downloadable PDFs). Orbitmuse or its payment providers will handle billing and other fee interaction with Students. You must have an account set up with one of our payment partners in good standing and keep Orbitmuse apprised as to the correct email address associated with you and your accounts. You are responsible for determining whether you are eligible to be paid by a US company.