Terms of Use - Orbit AI Management LLC

Full Terms

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and Orbit AI Management LLC ("Orbit AI," "we," "us," or "our"), a Delaware limited liability company with its principal place of business at 580 Howard Street, Suite 300, San Francisco, California 94105, United States. These Terms govern your access to and use of the website located at orbitai-matter.com (the "Site"), including all content, features, and services available through the Site.

By accessing or using this Site, you represent that you are at least 18 years of age, you have the legal capacity to enter into these Terms, and you agree to be bound by all provisions of these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Site on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

These Terms are effective as of the date you first access the Site. We reserve the right to modify these Terms at any time, and your continued use of the Site after any modification constitutes your acceptance of the updated Terms. Material changes will be indicated by an updated "Last Updated" date.

2. No Investment Advice or Solicitation

The information provided on this Site is for general informational purposes only and does not constitute investment advice, financial advice, legal advice, or any other professional advice. Nothing on this Site should be construed as a solicitation or offer to buy or sell any security, investment product, or fund interest. Any such offer or solicitation will be made only through appropriate offering documents, which will contain important information about risks, fees, and conflicts of interest.

Orbit AI Management LLC is a registered investment adviser or exempt reporting adviser, as applicable, under the Investment Advisers Act of 1940. Investment management services are provided only pursuant to a written investment management agreement and applicable regulatory requirements. Information about our advisory services and fees is available in our Form ADV, which is filed with the Securities and Exchange Commission and available at adviserinfo.sec.gov.

Past performance of any investment strategy, portfolio company, or fund is not indicative of future results. All investments involve risks, including the risk of loss of principal. Investing in early-stage companies and venture capital funds is particularly high risk and is appropriate only for sophisticated investors who can withstand the total loss of their investment.

Any statements about portfolio companies, investment outcomes, or fund performance on this Site are included for illustrative purposes only and are not representative of results that any particular investor has achieved or will achieve. Forward-looking statements are based on current expectations and assumptions and involve significant risks and uncertainties that may cause actual results to differ materially.

3. Intellectual Property Rights

All content on this Site, including text, graphics, logos, images, audio clips, digital downloads, and data compilations, is the property of Orbit AI Management LLC or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws.

The Orbit AI name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Orbit AI Management LLC. You may not use these marks without our prior written permission. All other trademarks appearing on this Site are the property of their respective owners.

Subject to these Terms, you are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site and its content for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from this Site without our prior written consent, except that you may print or download a single copy of pages for your personal reference.

4. Permitted and Prohibited Uses

4.1 Permitted Uses

You may use this Site to access information about Orbit AI and our investment activities, submit founder inquiries and pitch materials, read and share our Insights articles for non-commercial purposes with appropriate attribution, and contact us for legitimate business purposes.

4.2 Prohibited Uses

You agree not to use this Site in any way that:

Violates any applicable federal, state, local, or international law or regulation, including securities laws, anti-money laundering laws, and export control regulations.
Is fraudulent, deceptive, or misleading, or that involves any unlawful scheme or practice.
Transmits any unsolicited or unauthorized advertising or promotional material, including junk mail, spam, chain letters, or pyramid schemes.
Impersonates Orbit AI, any of its employees or partners, or any other person or entity.
Attempts to gain unauthorized access to, interfere with, damage, or disrupt any part of the Site, the servers on which the Site is stored, or any server, computer, or database connected to the Site.
Uses any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission.
Introduces any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material.
Collects or harvests personal information about other users of the Site or about our team members without their consent.
Removes, alters, or obscures any proprietary notices on the Site or its content.
Uses the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site.
Reverse engineers, decompiles, disassembles, or otherwise attempts to derive the source code of any software component of the Site.
Circumvents any access controls or security measures implemented on the Site.

5. Submission of Pitch Materials and Information

By submitting pitch materials, company information, or any other unsolicited materials to us through this Site or by email, you acknowledge and agree that:

Your submission does not create any obligation on our part to review, respond to, maintain the confidentiality of, or take any action with respect to your submission. We are under no obligation to treat any submission as confidential. We may receive similar information from many sources, and we may already be evaluating or have previously evaluated companies in your space.

You are not providing any information that is subject to a non-disclosure agreement or that you are not authorized to share. You represent that any information you provide is accurate and complete to the best of your knowledge. You grant us a non-exclusive license to use information in your submission for the purpose of evaluating potential investments and for other legitimate business purposes consistent with our Privacy Policy.

We will not use your confidential technical or business information to misappropriate your ideas. However, because we cannot adequately evaluate the nature of information submitted to us without reviewing it, we cannot commit to maintaining the confidentiality of general business information, market analyses, or other information that is not clearly marked as confidential trade secret information. If you require a non-disclosure agreement prior to sharing confidential information, please contact us at founders@orbitai-matter.com before submitting sensitive materials.

6. Disclaimer of Warranties

THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ORBIT AI MANAGEMENT LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SITE WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE SITE.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORBIT AI MANAGEMENT LLC, ITS GENERAL PARTNERS, LIMITED PARTNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, OR SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE THOUSAND DOLLARS ($1,000).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. Indemnification

You agree to defend, indemnify, and hold harmless Orbit AI Management LLC and its general partners, limited partners, members, officers, directors, employees, agents, contractors, licensors, service providers, and successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of the Site in violation of these Terms, your submission of any information through the Site, or your violation of any third party's rights.

9. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes), as modified by this provision. The arbitration shall be conducted in San Francisco, California by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Waiver of Class Action: YOU AGREE THAT CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

Small Claims Exception: Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Opt-Out: You have the right to opt out of this arbitration provision by sending written notice to Orbit AI Management LLC, 580 Howard Street, Suite 300, San Francisco, CA 94105, within 30 days of the date you first agreed to these Terms.

10. Confidential Information Policy

While you may submit information to us through this Site, please be aware that this Site is not a secure communications channel for transmitting highly confidential proprietary information. Do not submit proprietary source code, unpublished patent applications, trade secrets, or other highly sensitive materials through our website contact form. For secure transmission of sensitive materials, please contact us at founders@orbitai-matter.com to arrange an appropriate secure channel.

11. Third-Party Links and Content

This Site may contain links to third-party websites and resources, including portfolio company websites. These links are provided solely for your convenience and do not imply endorsement, approval, or control of the linked sites or their content. We are not responsible for the availability, content, privacy practices, or terms of service of any linked third-party sites. Your use of linked third-party sites is at your own risk.

12. Specific Restrictions for Securities Laws Compliance

Nothing on this Site constitutes an offer to sell or a solicitation to buy any fund interest, security, or investment product. Any offering of fund interests will be made only to qualified purchasers or accredited investors as defined under applicable securities laws, pursuant to offering documents that contain complete information about the offering, including risks and terms. Access to certain portions of this Site may be restricted to persons who have confirmed their status as qualified purchasers or accredited investors. Unauthorized access to restricted portions of this Site may be a violation of applicable law.

13. Geographic Restrictions

This Site is operated from and directed to persons located in the United States. Orbit AI does not represent that all content, products, or services described on this Site are appropriate for or available to persons in all locations. Access to this Site may not be legal for all persons in all countries. If you access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

14. Severability and Waiver

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15. Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy and any additional terms incorporated by reference, constitute the entire agreement between you and Orbit AI Management LLC with respect to your use of this Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties relating to the Site.

16. Contact Information

Questions about these Terms of Use should be directed to:

Email: legal@orbitai-matter.com
Mail: Orbit AI Management LLC, Attn: Legal, 580 Howard Street, Suite 300, San Francisco, CA 94105, United States
Phone: (415) 555-0192

17. Regulatory and Compliance Notices

Orbit AI Management LLC operates as an investment adviser and is subject to applicable federal and state securities laws and regulations. This Site and all information contained herein are subject to applicable securities laws, including restrictions on the dissemination of information about investment products to non-qualified or non-accredited investors. By accessing this Site, you acknowledge that you are accessing it for informational purposes only and not in connection with any solicitation of a securities offering.

18. Amendments and Updates

We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of this page. For significant changes, we may also send email notification to users who have provided contact information. Your continued use of this Site after any changes to these Terms constitutes your acceptance of the new Terms. We encourage you to review these Terms periodically for updates.