Terms and Conditions

Please read these Terms of Service (“Agreement”) carefully. Your use of the Tool (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Orbit RRI Limited (“Company” or “we” or “us”) concerning your use of (including any access to) PRSona.net (together with any related services, software, tools, documentation, content, intellectual property, and functionalities made available therein, the “Tool”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through our website, or otherwise made available to you by Company.

By using the Tool, you affirm that you are of legal age to enter into this Agreement or, if you are not, you have obtained parental or guardian consent to enter into this Agreement. 

If you are an individual accessing or using the Tool on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. 

References to “you” and “your” in this Agreement will refer to both the individual using the Tool and to any such Organization. 

References to “Prompts” in this Agreement will include URLs supplied by you and any keywords that are accepted by you during the course of creating your PRSona.

This Agreement contains a mandatory arbitration provision that, as further set forth in Section 19 (Governing Law; Arbitration) below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.

Changes

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through our website. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Tool following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Tool (including access to the Tool via any third-party links); charge, modify or waive any fees required to use the Tool; or offer opportunities to some or all Tool users.

Information Submitted through the Tool

Your submission of information through the Tool or through Company’s website in connection with usage of the Tool is governed by Company’s Privacy Policy. You represent and warrant that any information you provide in connection with the Tool is accurate and complete, and that you will maintain and update such information as needed.

Jurisdictional Issues

The Tool is controlled and operated from the United Kingdom, and is not intended to subject the Company to any non-U.K. jurisdiction or law. Any use of the Tool is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. The Tool’s availability may be limited at any time, in whole or in part, to any person, geographic area or jurisdiction.

Your Limited Rights

Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Tool, we grant you a non-exclusive right to access and use the Tool solely for the purpose of promoting commercial goods and services owned or licensed by you, and any other use is not permitted without our prior written consent.

Rules of Conduct

In connection with the Tool and without limitation of Section 4, you agree not to:

  • Post, transmit or otherwise make available through or in connection with the Tool any materials, including any Prompts, that are or may be:
    • threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others
    • defamatory, libelous, fraudulent or otherwise tortious
    • obscene, indecent, pornographic or otherwise objectionable
    • protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
  • Post, transmit or otherwise make available through or in connection with the Tool any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment (each, a “Virus”).
  • Use the Tool for any purpose that is fraudulent or otherwise tortious or unlawful.
  • Use the Tool to obtain unauthorized access to any system or information or to deceive any person.
  • Use the Tool for any military purposes or in the service of nuclear technology.
  • Use the Tool to develop any products or services that supplant or compete with the Tool.
  • Except with respect to the use of the Tool, use the Tool via a bot, script, or other automated or non-human means to generate Output.
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, collect, or otherwise gather Tool content, or reproduce or circumvent the navigational structure or presentation of the Tool, without Company’s express prior written consent.
  • Represent that Output was human generated when it was not.
  • Use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
  • Interfere with or disrupt the operation of the Tool or the servers or networks used to make the Tool available, including by hacking or defacing any portion of the Tool; or violate any requirement, procedure or policy of such servers or networks.
  • Restrict or inhibit any other person from using the Tool.
  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Tool except as expressly authorized herein, without Company’s express prior written consent.
  • Reverse engineer, decompile or disassemble any portion of the Tool, except where such restriction is expressly prohibited by applicable law.
  • Remove any copyright, trademark or other proprietary rights notice from the Tool.
  • Frame or mirror any portion of the Tool, or otherwise incorporate any portion of the Tool into any product or service, without Company’s express prior written consent.
  • Systematically download and store Tool content.
  • Assist any person in doing any of the above.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including reporting suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses, and traffic information. You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Tool.

Prompts and Outputs

You may submit text or other materials to the Tool for processing (“Prompts”). Our Tool may generate responses based on your Prompts (“Outputs”). You represent and warrant that you have all rights, and have provided any notice and obtained any consents, that are necessary for us to process any Prompts you submit to the Tool in accordance with this Agreement. You also represent and warrant that your submission of Prompts to us will not violate the terms of this Agreement or any laws applicable to those Prompts, including intellectual property laws and any privacy or data protection laws governing personal information contained in your Prompts. Except as provided in this Agreement, you retain all right, title, and interest, including all intellectual property rights, that you have in and to your Prompts. Subject to this Section 6 and Section 15 (Disclaimer of Warranties), we authorize you to use the Outputs in compliance with this Agreement and subject to all applicable laws, rules, and regulations. Outputs that the Tool generates based on materials submitted by third parties (“Third-Party Outputs”) may be identical or similar to third-party materials or Outputs that the Tool generates based on your Prompts. You acknowledge that Third-Party Outputs are not your Outputs and that you have no right title or interest in or to any Third-Party Outputs. Third-Party Outputs are subject to their own terms, and we are not responsible for them.

High Risk Use

Outputs are not designed or intended for use in any application or situation where reliance on such Outputs could reasonably be anticipated to lead to serious injury of any person, including potential discrimination or violation of an individual’s privacy rights, or to severe physical, property, or environmental damage (each, a “High Risk Use”). If you elect to use any Output for a High Risk Use, you do so at your own risk.

Our Use of Your Prompts

We and our licensors, contractors, and service providers may use your Prompts, without additional consideration, to provide, maintain, develop, and improve our Tool and other products and services, comply with applicable law, enforce our terms and policies, and keep our Tool safe. We do not guarantee the confidentiality of your Prompts or the security of data transmitted over the Internet or public networks in connection with your use of the Tool.

Modification of the Tool

Our Tool is novel. We are constantly improving it. We reserve the right to temporarily or permanently modify, suspend, or discontinue the Tool or your access to the Tool or account at any time, in our sole discretion, without notice to you, and we will not be liable for any change to or any suspension or discontinuation of the Tool or your access to them, to the maximum extent permissible under applicable law. We make no guarantees about our Tool’s quality, stability, uptime, or reliability.

Transactions

We may make available the ability to purchase or otherwise obtain certain services or plans in connection with the Tool (a “Transaction”). If you wish to make a Transaction, you may be asked to supply, and you authorize us to collect, certain relevant information, such as your name, email address, payment method (credit or debit card number, bank account information, or payment card image selected by you), billing address, purchase amount, date of purchase, phone number, information about what you have purchased from us, past purchases from us, and other information typed into a checkout form on our website. You represent and warrant that you have the right to use any credit or debit card that you submit in connection with a Transaction. By making a Transaction, you grant to us the right to provide such information to third parties such as third-party payment processors (e.g., Stripe) for purposes of facilitating Transactions. We may replace our third-party payment processor without notice to you. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

Company reserves the right to limit the availability of or discontinue making available the Tool or any feature, service or plan thereof; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any service through the Tool. Refunds and exchanges will be subject to Company’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf in connection with the Tool, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your Transactions.

Registration, Usernames and Passwords

You may need to register to access and use the Tool. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Tool account.

Feedback

If you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Tool or otherwise, you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

Company’s Proprietary Rights

We and our licensors own the Tool, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include (but are not limited to) ORBIT, PRsona. All trade names, trademarks, service marks and logos on the Tool not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on our website should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

Third Party Materials

Certain Tool functionality may make available access to information and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by the Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Tool at any time. In addition, the availability of any Third Party Materials through the Tool does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

Disclaimer of Warranties

To the fullest extent permitted under applicable law: (a) the Tool, Outputs, and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties or conditions of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties and conditions with respect to the Tool, Outputs, and Third Party Materials, including the warranties of satisfactory quality, fitness for a particular purpose, non-infringement and title. Without limiting the Generality of the Foregoing, we make no representations or warranties or conditions with respect to the accuracy of any Outputs. You should not rely on any Outputs without independently confirming their accuracy. You should also not rely on the Tool or any Outputs for medical, legal, financial, or other professional advice. Any Outputs regarding these topics are provided for informational purposes only and are not a substitute for advice from a qualified professional. Outputs may contain material inaccuracies even if they appear accurate because of their level of detail or specificity. The tool and any Outputs may not reflect correct, current, or complete information.

You should also not rely on the Tool or any Outputs for medical, legal, financial, or other professional advice. Any Outputs regarding these topics are provided for informational purposes only and are not a substitute for advice from a qualified professional. Outputs may contain material inaccuracies even if they appear accurate because of their level of detail or specificity. The tool and any Outputs may not reflect correct, current, or complete information. 
While we try to maintain the timeliness, integrity, and security of the Tool, we do not guarantee that the Tool is or will remain updated, complete, correct, or secure, or that access to the Tool will be uninterrupted. The Tool may include inaccuracies, errors and materials that violate or conflict with this Agreement. 

All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.

Limitation of Liability

To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, or any damages (whether direct or indirect) for loss of profits, use or data, loss of other intangibles, loss of security of Prompts or Outputs (including unauthorized interception by third parties of any Prompts or Outputs), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use the Tool, Prompts, Outputs or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Tool, Outputs or Third Party Materials is to stop using the Tool; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be the greater of the fees paid to us under this Agreement or ten Pounds (£10.00). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the Affiliated Entities, and their respective successors and assigns.

Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Tool; and (b) any violation or alleged violation of this Agreement by you.

Termination

This Agreement is effective until terminated. You are free to stop using the Tool at any time. We may terminate or suspend your use of the Tool at any time with prior notice, for any or no reason, including if the Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Tool will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2 – 10, and 12 – 19, and 21 – 23 will survive any expiration or termination of this Agreement.

Governing Law; Arbitration

This Agreement, your use of (including any access to) the Tool and all related matters are governed solely by, and construed solely in accordance with, the laws of the England and Wales. Any dispute arising out of or related to this Agreement will be referred to, and finally resolved by, binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce under the ICC Arbitration Rules then currently in force (the “Arbitration Body”) according to the rules then currently in force of that Arbitration Body (the “Arbitration Rules”), which are deemed to be incorporated by reference into this clause. The seat of arbitration shall be London, England, although any hearings or procedural conferences may be convened in any other location (or virtually) as agreed between the arbitral tribunal, you and the Company. The language of the arbitration will be English. There will be one arbitrator. For the avoidance of doubt, and notwithstanding any provision to the contrary in the Arbitration Rules, either you or Company will be at liberty to seek interim or protective relief from any court of competent jurisdiction pending the appointment of an arbitral tribunal. Any emergency arbitrator provisions under the Arbitration Rules are expressly excluded.

Filtering

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that the Company does not endorse any of the products or services listed on such website.

Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for U.S. copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Tool infringe your copyright, you (or your agent) may send to Company a written notice by mail or e-mail, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing 

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

Export Controls

You are responsible for complying with applicable export controls requirements and for any violation of such controls, including any embargoes or other governmental rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.K. or U.S. government embargo or other restriction, or that has been designated by the U.K. or U.S. government as a “terrorist supporting” country; or (b) on any of the U.K. or U.S. government lists of restricted end users.

Miscellaneous

This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to our website, through the Tool, or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

©2024 ORBIT RRI Limited unless otherwise noted. All rights reserved.