Use Agreement

Orbitax LLC’s (“Orbitax”) website (this “site” or our “website”) and certain Orbitax free Services. Use of our website and services are provided to you subject to all of the terms and conditions herein (including all amendments that we publish here from time to time), and subject to our Privacy Policy and Cookie Policy (including all amendments of each that we publish here from time to time), which are posted on our website and which are incorporated herein by this reference. These documents are collectively referred to as this “Agreement.”

1. General Legal Terms

1.1. In order to exercise the rights granted to you herein you must first agree to be bound by the terms and conditions of this Agreement, without counteroffer, addition, deletion or variance, all of which are rejected by Orbitax. If you view or use this site, or access any service from this site, or submit an account registration form, then your viewing, use or that access or registration is your acceptance of the terms and conditions of this Agreement (“Acceptance”), and this Agreement will be enforceable in the same way as if you had executed it and returned your executed copy to Orbitax. You must exit this website without using this site, and must not access any service, and must not register for an account with Orbitax through this site to reject this Agreement. You need not access or use our website or services, but if you do, then this Agreement applies to your access and use and it may not be terminated by you. We may suspend your access to this site without notice, for any or no reason, within our sole discretion, including if you breach this Agreement.

1.2. We may amend this Agreement from time to time by posting the amended terms on this site. Your Acceptance of the amendment is made in the same manner described above as your Acceptance of this Agreement. The amendment is effective upon your Acceptance.

1.3. Our fictitious names and trademarks include Orbitax, Tax Research & Compliance, Global Minimum Tax, Due Date Tracker, Executable Actions Tool (E.A.T.), Audit Tracker, Entity Tracker, Entity Designer, Change Reports Tracker, DAC6 & MDR Reporter, Orbitax Drive, Orbitax Connect International Tax Calculator, CbC Compliance & Reporting, Withholding Tax Implementer, and AI Tax Assistant (XatBot). In addition to our names and marks identified above in this Section 1.3, our site may contain additional trademarks, trade names, service marks, logos, symbols or other proprietary designations of Orbitax and/or of unrelated third-parties.

1.4. The use on this site of any name, trade name, trademark, service mark, logo, symbol or other proprietary designation or marking of any third-party, and the availability of goods or services from any third-party through this site, is not an endorsement or sponsorship of this site by the third-party or of the third party or its goods or services by us, or the participation by the third-party in our offering of goods, services or information through this site or our participation in the third parties’ offering of goods, services or information.

1.5. Nothing in this Agreement or on our website should be interpreted as an admission by us that our business is subject to registration or licensing in any state.

1.6. The patent, copyright, trademark, trade secrets and other intellectual property and proprietary rights (“Rights”) related to the content that makes up this site, the subscriptions and services offered, and software licensed on or through this site, and the data and information collected on this site (collectively, “Content”), which includes, but is not limited to, all information, data of all types and description posted by or for Orbitax or collected or input from any source, software, photographs, text, video, graphics, button icons, logos, music, sounds, user interfaces, and methods, are owned or licensed by Orbitax and third parties, including Orbitax’s advertising clients, whose goods and services are offered for sale by them through active hyperlinks from this site.

1.7. Upon your Acceptance of this Agreement, and then for so long as this Agreement and/or this license is not terminated by Orbitax as provided herein, Orbitax grants to you a license revocable at Orbitax’s will at any time for any or no reason, to: (i) use our website to view Content that we specifically display for viewing; (ii) register an account with us and if registered to access Content that we specifically display for viewing only to registered users; (iii) if registered to subscribe for services on the terms and conditions herein and in the subscription agreement required by us and in the licenses granted thereunder, and to use the subscribed for services only on those terms and condition; and (iv) utilize the active hyperlinks that we include on our website to link to third party sites, which may be advertisers or sponsors. The licensed activities are limited to legitimate activities for your personal use and benefit, and not to any speculative, false, malicious or fraudulent activities. Use of this site provides you with no right whatsoever to use our products or services (any of which are referred to herein as “services”), unless and until you register an account with us and you subscribe for those services on the terms and conditions required by us.

1.8. Other than the rights granted in Section 1.7, you have no other rights or licenses with respect to use of our website, any Content, or any other material, or services provided by Orbitax and, without limiting the generality of the foregoing, you agree not to: (i) modify, adapt, translate, prepare derivative works from any Content; (ii) decompile, reverse engineer, disassemble, unlock, decrypt or otherwise attempt to derive source code or view the code of any Content; (iii) in any way extract data from our website, whether by website scraping, web data extraction, web harvesting or otherwise; and (iv) remove, obscure, or alter any Content, or any Rights notices.

1.9. Only Orbitax may terminate or suspend this Agreement, and the licenses granted herein. Once you accept this Agreement, you have no right to terminate it or the licenses granted to you herein. Upon the termination, or during any suspension, of this Agreement or the license granted herein Section by Orbitax, you must immediately cease all of the licensed activities.

1.10. Without limiting any of the other sub-sections of this Section 1, any copying, modification, reproduction, performance, display, redistribution, retransmission, publication or incorporation of any Content into any other website or other work of any downloaded material, or linking to, mirroring or framing our website or any Content, is prohibited. You agree not to use any “robot,” “spider,” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process having similar function or result, to monitor, copy get any data or other Content from our website, or to interfere with the working of our site or to alter, remove or add to any Content or gather any email addresses. or to otherwise take any malicious act against our website or Content.

2. Registering for an Account and Subscribing for Services

2.1. Registering for an account and subscribing for services through this website are available only to users who can form legally binding contracts under the applicable law. Accessing non-public portions of this website and subscribing for Orbitax services through this website are available only to users who have registered for an account with us pursuant to this Agreement. If you have breached any term of this Agreement, then you do not qualify to register for an account or subscribe for any of our services, and Orbitax may terminate or suspend your already registered account and subscriptions. To register for an account and when subscribing for our services you must use your own legal name and provide complete and accurate information required in the account registration application or form, and the subscription agreements or forms. You may only register for an account and may only subscribe for our services for your own use, not for any other person or entity. In addition to the terms and conditions in this Agreement, subscriptions for Orbitax’s services, and your use of the subscribed for services and the underlying software, are also subject to the terms and conditions of the agreements and licenses to which the subscriber must agree in accordance with Orbitax’s requirements and conditions, and this Agreement is incorporated therein. Those subscription agreements and licenses control any conflicting provisions herein.

2.2. To access non-public portions of this website, and to become our customer or to subscribe for our services or license our software you must register an account with us, and provide us with all requested information, such as your name, address, telephone number, email address, and credit card information. You agree promptly to update your registration information to keep it complete and accurate. We prosecute those that register in a false name or with an invalid debit or credit card, and you agree that our systems may interrogate your computer to obtain information stored on it about you that can be used to verify your identity and other information, and to prosecute you if you commit any fraud.

2.3. If you register an account with us you must choose your own password and identifiers to access your account. You are responsible for, and bear the risk of, the security and unauthorized use of your account with us, and you agree to hold us harmless against all liability related to any unauthorized use of your account, so please keep your password and ID secure. You agree that we may rely on, and you will be bound by, all information and instructions provided by anyone logging into your account with your password and ID.

2.4. When you link to an Orbitax advertiser or third-party service provider using an active hyperlink, you are dealing directly with the advertiser or other third party and not with Orbitax. All interactions and transactions between you and the advertiser or other third party are independent from your dealings and agreement with us. You agree that Orbitax is not liable to you and you have no remedy against Orbitax for any claim, loss, damage, expense or amount of any kind, including but not limited to, consequential, special, incidental or punitive damages or loss of profits, lost data, or for damages based upon strict or absolute liability in tort, damages in contract or by statute, caused directly or indirectly by any third party product or service accessed through our website (collectively, “Damages”) and you, on your behalf and on behalf of your successors, assigns, and if applicable your estate, heirs, executors, administrators, and insurers (each an “Indemnitor”), agree to defend (with counsel chosen by Orbitax) and hold Orbitax, its owners, officers, directors, agents, insurers and all others with potential liability derivative of it (each an “Orbitax Indemnitee”), harmless against all Damages asserted against any Orbitax Indemnitee related to an advertiser’s or other third party’s performance or failure to perform in its dealings with you, regardless of whether litigation is commenced, and regardless of the reason for their actions or inactions, or related to your use of their goods, services or facilities, whether you acquired them directly from the advertiser or other third party or from Orbitax.

2.5. If you request to purchase a subscription through our website to any of our services and your subscription is accepted by Orbitax, you then automatically are obligated to complete the transaction and pay for the purchase immediately or on such other terms that Orbitax required in accepting your subscription. Once a subscription has been accepted by Orbitax, it may only be cancelled by you pursuant to the terms in the subscription agreement into which Orbitax required you to enter. Your acceptance of this Agreement constitutes your direction to Orbitax to charge the amount of your purchases, and all other amounts identified as being due in connection with the purchases, to the card identified by you to Orbitax during registration or with your order. The credit card must be in your name unless the charges are pre-approved by the cardholder in a witting that is provided to us. This provision constitutes your payment instructions and is deemed to be your (or the cardholder’s) signature on file for all charges. Unless Orbitax within its sole discretion agrees to accept other forms of payment and on terms other than payment in advance or at delivery, then charging your pre-approved credit card in advance or at delivery is the sole form of payment accepted.

3. Privacy Policy and Cookie Policy

You confirm that you have read both our Privacy Policy and our Cookie Policy, the terms of each of which have been incorporated in this Agreement by reference. Without altering your acceptance of the other terms of this Agreement, you agree that the terms of those policies are reasonable and satisfactory to you. You consent to the use of your personal information by Orbitax in accordance with our Privacy Policy. Orbitax relies on third parties to keep data secure and it makes no representation or warranty with regard to the sufficiency of the security measures used for data handling and storage. We will not be responsible for any actual or consequential damages that result from a lapse in compliance with the Privacy Policy because of a security breach or technical malfunction and you agree to defend and hold all Orbitax Indemnitees harmless against all Damages related thereto.

4. No Warranty; Limitation of Liability

4.1. ORBITAX PROVIDES ITS WEBSITE, CONTENT, LICENSED SOFTWARE, AND ITS SERVICES “AS IS” AND WITHOUT ANY WARRANTY EXPRESS OR IMPLIED TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND ORBITAX SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Orbitax does not guarantee continuous, uninterrupted or secure access to its services, and operation of its website may be interfered with by numerous factors outside of its control, including but not limited to telecommunications and network disruptions. Further, Orbitax does not guarantee the accuracy, timeliness or completeness of any information on this site or the results of your use of this site. The internet is not a secure method of transmission, and Orbitax does not guarantee that data en route to or from this site is secure from unauthorized, unknown or unforeseeable security breaches. Orbitax. does not warrant that this site, its servers or any email sent from Orbitax are free of viruses or other harmful components.

4.2. Orbitax shall not be liable to you, and you will have no remedy against Orbitax for any loss, damage or expense of any kind, including but not limited to, consequential, special, incidental or punitive damages or loss of profits, damages for lost profits or for damages based upon strict or absolute liability in tort, damages in contract or by statute, damages for lost data, spamming, viruses, interrupted transmissions, or unauthorized access to your account with Orbitax or your data stored by Orbitax, caused directly or indirectly by Orbitax’s performance or failure to perform hereunder, regardless of whether Orbitax has been informed of the possibility of such damages. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions shall only apply to the extent permissible under applicable law.

5. Miscellaneous

5.1. Notices required to be given herein, and otherwise between the parties, may be given to Orbitax at its customer support email address identified in its website and to you at the email address provided by you to Orbitax if you registered an account and provided one, or to any other address that we reasonably believe is your principal residence or principal place of business or by publication by us in a major newspaper servicing New Castle County, Delaware, or may be given by certified mail return receipt requested, or by personal delivery by a nationally recognized delivery service such as Fed-X. Notice is deemed given upon delivery.

5.2. This Agreement together with all subscription, license and other agreements entered into hereunder by you with Orbitax constitute the entire Agreement and understanding between the parties as to the subject matter hereof, and supersedes and replaces all prior or contemporaneous agreements, written or oral, as to the subject matter; provided, that all end user license agreements or subscription agreements, or similar agreements required by Orbitax that govern the use of Orbitax’s services or Content and or its third party licensees or providers, shall with this Agreement control as to those other items. Other than this Agreement and our Privacy Policy, Information on Orbitax’s website is informational in nature only and is not a representation or warranty in, or otherwise part of, this Agreement or other agreements with Orbitax. This Agreement may be amended only by Orbitax through the Acceptance procedure discussed elsewhere herein.

5.3. Neither this Agreement nor any provision hereof may be released, discharged, waived, abandoned, or modified in any manner, except by an instrument in writing executed by Orbitax. Any waiver of a default or condition hereof shall not be deemed a continuing waiver of such default or condition. Any delay or omission by either party to exercise any right or remedy under this Agreement shall not be construed to be a waiver of any such right or remedy or any right hereunder.

5.4. Orbitax and its advertisers, other suppliers and other third parties to whom there are active hyperlinks on our website, if any, are not partners, joint venturers , and there is no other type of agency between or among them, and none may hold itself out as such, or as having any authority to bind or create obligations or liabilities for the other.

5.5. Headings are inserted only for the purpose of convenient reference and it is recognized that they may not adequately or accurately describe the contents of the provisions which they head. Such headings shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement or any part or portion thereof, nor shall they otherwise be given any legal effect.

5.6. Where the context of this Agreement requires, singular terms shall be considered plural, and plural terms shall be considered singular, and masculine, feminine and neuter pronouns shall be equivalent in meaning.

5.7. You may not assign or delegate this Agreement or any of your rights or obligations hereunder, in whole or in part, and any attempt or agreement to do so is void. Subject to the foregoing, this Agreement is binding on and benefits the parties and their respective successors and assigns, and as applicable heirs, estates, executors and other personal administrators.

5.8. In the event that Orbitax is unable to perform any of its obligations hereunder due to any cause beyond its control, such as wars, acts of God, weather, strikes, or failures of third-party suppliers to fulfill their agreements with Orbitax (each a “Force Majeure”), then Orbitax’s performance hereunder shall be excused until such time as the applicable Force Majeure has ended as determined by Orbitax.

5.9. This Agreement shall be deemed to have been made in New Castle County, Delaware, and all licenses hereunder granted there, for all purposes and shall be governed exclusively by and construed in accordance with the laws of the State of Delaware, without regards to conflict of laws. Notwithstanding the foregoing, the federal laws of the United States, all foreign laws and all international treaties and conventions that provide Orbitax with protections and/or rights in connection with Orbitax’s intellectual property and trade secrets shall apply. Subject to mandatory arbitration as provided for in Section 5.11, all actions relating to the making or performance of this Agreement shall be brought in the courts, state or federal, sitting in New Castle County, Delaware, and the parties hereby consent to the jurisdiction and venue of such courts. Notwithstanding the foregoing, Orbitax may bring suit in any court or before any other body if Orbitax deems it necessary to enforce or protect its intellectual property or confidential information, or to enforce its rights or your obligations under this Agreement. This Agreement shall be interpreted in English only and all proceedings of any type related to this Agreement shall be conducted in English only. All amounts under this Agreement are in United States Dollars.

5.10. If any part of this Agreement is found by a court of competent jurisdiction to be unlawful, invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provisions, and the remainder of this Agreement will remain in full force. In the event that you access this website from a country other than the United States and the laws of that country include mandatory provisions that prevent the complete enforcement of any provisions herein, then you expressly agree to waive the mandatory provisions to the greatest extent waivable, and to apply them to the most limited extent possible if they are not waivable.

5.11. Any claim or action by you against Orbitax or against any Orbitax Indemnitee related to the matters herein must be brought by you by arbitration with the American Arbitration Association in New Castle County, Delaware, in your individual capacity and not as a plaintiff or class member in a purported class or representative action of any kind, and your claims or action cannot be consolidated with those of any other person or entity, including in any claims based on any laws, such as those that protect persons with disabilities, including whether our website complies with the Americans With Disabilities Act.

Updated: 8th December 2024