Terms of Service

Effective date: June 18, 2026 Last updated: July 11, 2026

These Terms of Service (the "Terms") are a binding agreement between Cap Orbit, Inc., a Delaware corporation ("Cap Orbit," "we," "us," or "our"), and the organization that subscribes to or accesses the Service ("Customer," "you," or "your"). By signing or accepting an Order that references these Terms, clicking to accept these Terms, or accessing or using the Service, Customer agrees to these Terms. If Customer does not agree, it must not access or use the Service.

The Service is offered only to businesses and other organizations for commercial use. The individual accepting these Terms represents that they have authority to bind Customer.

1. Agreement and definitions

1.1 Agreement. These Terms, each ordering document or online subscription accepted by the parties (an "Order"), the Cap Orbit Data Processing Addendum (the "DPA"), and the Cap Orbit Acceptable Use Policy (the "AUP") make up the "Agreement." The Cap Orbit Privacy Policy is a privacy notice, not part of the Agreement. The Cap Orbit Subprocessor List is incorporated only as provided in the DPA. Product documentation, help content, marketing materials, statements about future functionality, and responses from support personnel are not part of the Agreement and do not create warranties or commitments unless an Order expressly says otherwise.

1.2 Definitions. In the Agreement:

• "Authorized User" means an individual Customer permits to use the Service under its account.
• "Customer Content" means data, documents, files, prompts, instructions, and other content submitted to the Service by or for Customer, together with Outputs generated for Customer.
• "Input" means content submitted to the Service to generate an Output.
• "Output" means content generated by the Service in response to an Input.
• "Personal Information" means information that identifies, relates to, or could reasonably be linked to an individual, as defined by applicable privacy law.
• "Service" means the Cap Orbit software and services identified in an Order.
• "Subprocessor" means a third party Cap Orbit engages to process Personal Information in Customer Content on Customer's behalf.
• "Usage Data" means metadata about operation and use of the Service, such as model identifiers, token counts, request duration, timestamps, and feature interactions, but not Customer Content.

2. Access and use

2.1 Access grant. Subject to the Agreement and payment of applicable fees, Cap Orbit grants Customer a non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service for Customer's internal business purposes through its Authorized Users.

2.2 Accounts. Customer is responsible for its Authorized Users, credentials, permissions, and all activity under its account. Credentials are personal to each Authorized User and may not be shared. Customer will promptly notify Cap Orbit of suspected unauthorized access or use.

2.3 Restrictions. Customer will not, and will not permit anyone else to: (a) use the Service in violation of the Agreement or applicable law; (b) copy, modify, reverse engineer, decompile, or attempt to derive source code, models, or training data from the Service, except to the extent a restriction is prohibited by law; (c) use the Service or Outputs to build, train, or improve a competing product or model; (d) resell, sublicense, time-share, or provide the Service as a service bureau unless an Order expressly permits it; (e) circumvent security, access, rate-limiting, or usage-metering controls; or (f) access the Service for competitive benchmarking or analysis.

2.4 Third-party policies. The Service may use third-party infrastructure, model, and technology providers. Customer will comply with applicable third-party acceptable-use restrictions that Cap Orbit makes available to Customer and will not use the Service or Outputs in a way that causes Cap Orbit to violate them.

2.5 Changes to the Service. Cap Orbit may modify the Service from time to time, including by adding, changing, or removing features or providers. Cap Orbit will not materially reduce the core functionality purchased under an Order during its then-current subscription term, except where reasonably necessary to address law, security, abuse, third-party provider changes, or circumstances outside Cap Orbit's reasonable control.

2.6 Beta features. Cap Orbit may offer trial, beta, preview, evaluation, or free features ("Beta Features"). Beta Features may be changed or withdrawn at any time and are provided "AS IS" and "AS AVAILABLE," without warranty, indemnity, support, or service-level commitment. Subject to Section 11.4, Cap Orbit's total aggregate liability arising from Beta Features will not exceed US$100.

3. Customer responsibilities

3.1 Customer Content and use. Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Content and for its use of the Service and Outputs. Customer represents and warrants that it has all rights, permissions, notices, and consents necessary to submit and process Customer Content through the Service and to use resulting Outputs.

3.2 Regulated and third-party data. Customer may submit information about borrowers, guarantors, tenants, principals, and other third parties. As between the parties, Customer determines the purposes and means of that processing and is responsible for its legal and regulatory obligations, including obligations under applicable privacy, financial-privacy, employment, lending, and anti-discrimination laws. Customer will not submit protected health information unless the parties have executed a Business Associate Agreement that expressly covers the Service.

3.3 Acceptable use. Customer's use of the Service is subject to the AUP. Customer is responsible for each Authorized User's compliance with the Agreement, and an Authorized User's breach is treated as Customer's breach.

4. Ownership and data rights

4.1 Service. Cap Orbit and its licensors retain all right, title, and interest in the Service, its underlying technology, and all related intellectual property. No rights are granted except as expressly stated in the Agreement.

4.2 Customer Content. As between the parties, Customer owns Customer Content. Customer grants Cap Orbit a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Content only as necessary to provide, secure, maintain, troubleshoot, support, and protect the Service; comply with Customer's instructions; enforce the Agreement; and comply with law.

4.3 Outputs. As between the parties and to the extent permitted by applicable law and relevant third-party terms, Customer owns Outputs generated for it. To the extent Cap Orbit obtains rights in an Output, Cap Orbit assigns those rights to Customer upon generation. Outputs may not be unique, original, protectable, or non-infringing, and other users may receive similar Outputs.

4.4 Feedback. If Customer or an Authorized User provides suggestions or other feedback about the Service, Cap Orbit may use it without restriction or obligation, provided that Cap Orbit will not identify Customer as the source or disclose Customer Content through that use.

5. AI Outputs and human review

5.1 Nature of Outputs. The Service uses generative artificial intelligence. Outputs are probabilistic and may be inaccurate, incomplete, outdated, biased, misleading, or otherwise wrong. The Service and Outputs are not a source of truth.

5.2 Not professional advice. Outputs are for productivity, informational, and drafting purposes. They are not investment, financial, underwriting, valuation, appraisal, accounting, tax, legal, regulatory, or brokerage advice; are not a substitute for due diligence or professional judgment; and do not create a fiduciary, advisory, brokerage, appraisal, or other professional relationship.

5.3 Human review. Customer must have qualified professionals independently review, verify, and approve Outputs before use or reliance. Customer will not use an Output as the sole basis for a decision having a legal, financial, or similarly significant effect on a person. Customer is responsible for determining whether an Output is appropriate for its intended use and for all decisions, actions, and consequences resulting from use of the Service or Outputs.

6. Data use, privacy, and security

6.1 No training without opt-in. Cap Orbit will not use, or authorize a Subprocessor to use, Customer Content to train or fine-tune a generalized artificial-intelligence or machine-learning model unless Customer expressly opts in or gives written instructions for that use. An opt-in will describe its scope and the covered data. This restriction does not prevent processing needed to provide, secure, evaluate, troubleshoot, or support the Service for Customer.

6.2 Usage Data. Cap Orbit may use Usage Data to operate, secure, meter, bill for, troubleshoot, support, analyze, and improve the Service and related products. Cap Orbit may use aggregated or deidentified data that does not identify Customer, an Authorized User, or another individual for lawful business purposes. Where applicable law requires, Cap Orbit will maintain deidentified data in deidentified form and will not attempt to reidentify it except to test deidentification.

6.3 Privacy and processing. The Privacy Policy describes how Cap Orbit handles Personal Information when acting as a business or controller. Where Cap Orbit processes Personal Information in Customer Content on Customer's behalf, the DPA applies. The DPA controls over these Terms solely with respect to that processing.

6.4 Providers and deployment. Cap Orbit may use Subprocessors and other providers to deliver the Service and remains responsible for its obligations under the Agreement. The current Subprocessors, processing purposes, and applicable provider configurations are identified in the Subprocessor List. Hosting, deployment, data-location, provider-selection, support, or service-level commitments apply only if stated in an Order or the DPA.

6.5 Security. Cap Orbit will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content in its possession or control against unauthorized access, use, alteration, or disclosure. Security measures may evolve, provided that Cap Orbit will not materially diminish the overall level of protection during a subscription term. Customer is responsible for systems, accounts, configurations, credentials, and infrastructure under its control.

6.6 No sale or targeted-advertising sharing. Cap Orbit does not sell Personal Information in Customer Content or share it for cross-context behavioral advertising or targeted advertising as those terms are defined by applicable US state privacy laws. This does not restrict disclosures to Subprocessors or other processing permitted by the DPA, Customer's instructions, or applicable law.

7. Fees and payment

7.1 Fees. Customer will pay the fees stated in each Order. For an online subscription, the checkout flow and in-product billing terms accepted by Customer form the applicable Order. Except as expressly stated in the Agreement, fees are non-cancelable and non-refundable and may not be set off.

7.2 Billing. Customer authorizes Cap Orbit and its payment processors to charge the payment method on file for amounts due under an Order. Customer must notify Cap Orbit of a good-faith billing dispute within thirty (30) days after the applicable invoice or charge and timely pay undisputed amounts.

7.3 Taxes and late payment. Fees exclude taxes. Customer is responsible for applicable sales, use, value-added, excise, and similar taxes other than taxes on Cap Orbit's net income. Overdue undisputed amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

8. Confidentiality

8.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or reasonably should be understood to be confidential, including Customer Content, non-public Service information, security information, and Order terms. It excludes information the recipient can demonstrate: (a) became public without breach; (b) was lawfully known without restriction before disclosure; (c) was lawfully received from another source without restriction; or (d) was independently developed without use of the discloser's Confidential Information.

8.2 Protection and use. The recipient will use Confidential Information only to exercise its rights and perform its obligations under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, affiliates, advisors, and contractors who need to know it and are bound by protective confidentiality obligations.

8.3 Required disclosure. The recipient may disclose Confidential Information when legally required, provided that, where permitted, it gives prompt notice and reasonable assistance to seek protective treatment.

8.4 Duration. These obligations continue while information remains Confidential Information and, for trade secrets, while it remains a trade secret under applicable law.

9. Term, termination, and suspension

9.1 Term. The Agreement begins when Customer first accepts it and continues for each subscription term stated in an Order unless terminated under the Agreement.

9.2 Termination for cause. Either party may terminate an affected Order if the other party materially breaches the Agreement and does not cure the breach within thirty (30) days after written notice. Either party may terminate immediately if the other becomes insolvent, makes an assignment for creditors, or enters a bankruptcy or similar proceeding not dismissed within sixty (60) days.

9.3 Suspension. Cap Orbit may suspend affected access if: (a) Customer does not pay undisputed fees within ten (10) days after notice; (b) continued access creates a material security risk or may subject Cap Orbit or another person to liability; or (c) Customer materially violates the AUP. Cap Orbit will use reasonable efforts to provide notice and limit the suspension to the affected access or activity, except where immediate action is reasonably necessary.

9.4 Effect of termination. On expiration or termination, Customer's access rights end and accrued fees become due. Cap Orbit will handle return and deletion of Customer Content in its possession or control as stated in the DPA. Customer remains responsible for Customer Content held in systems or infrastructure under its control.

9.5 Survival. Provisions that by their nature should survive do survive, including provisions concerning ownership, Outputs, data use, confidentiality, accrued payment, disclaimers, liability, indemnity, and general terms.

10. Warranties and disclaimers

10.1 Authority. Each party warrants that it has authority to enter into the Agreement.

10.2 No Output warranty. Cap Orbit does not warrant that Outputs are accurate, complete, current, reliable, original, non-infringing, or fit for a particular purpose.

10.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 10.1, THE SERVICE, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." CAP ORBIT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, SECURITY AGAINST ALL THREATS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11. Limitation of liability

11.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ENHANCED-CAP CLAIMS UNDER SECTION 11.2(b) AND UNCAPPED CLAIMS UNDER SECTION 11.4, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

11.2 Caps. Subject to Section 11.4:

(a) General cap. Each party's total aggregate liability arising out of or relating to the Agreement or Service will not exceed the fees paid by Customer for the Service during the twelve (12) months preceding the event giving rise to liability.

(b) Enhanced cap. Cap Orbit's total aggregate liability arising from its breach of its security obligations or the DPA that results in unauthorized access to, acquisition of, or disclosure of Customer Content or Personal Information in Cap Orbit's possession or control will not exceed three times the general cap. Section 11.1 does not apply to such claims.

11.3 Outputs and decisions. Subject to Section 11.4 and to the maximum extent permitted by law, Cap Orbit will have no liability arising from an Output; Customer's reliance on or use of an Output; or a decision or action taken by Customer or another person based on an Output.

11.4 Uncapped claims. Sections 11.1 and 11.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations; (c) a party's breach of confidentiality, except that incidents involving Customer Content are governed by Section 11.2(b); (d) fraud or willful misconduct; or (e) liability that applicable law does not permit the parties to limit.

11.5 Basis of bargain. These limitations are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.

12. Indemnification

12.1 Cap Orbit IP indemnity. Cap Orbit will defend Customer against a third-party claim alleging that the Service as provided by Cap Orbit and used in accordance with the Agreement infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded or agreed in a settlement approved by Cap Orbit.

12.2 Exclusions and remedies. Cap Orbit has no obligation to the extent a claim arises from Customer Content or an Output; combination with items not provided by Cap Orbit; use contrary to the Agreement; continued use after notice to stop or modify; or a modification not made by Cap Orbit. Cap Orbit may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused portion of the term. This Section states Cap Orbit's entire liability for covered infringement claims.

12.3 Customer indemnity. Customer will defend, indemnify, and hold harmless Cap Orbit and its officers, directors, employees, and agents from third-party claims and resulting damages, liabilities, settlements, and reasonable attorneys' fees arising from: (a) Customer Content, including allegations that it infringes rights, violates law, or was submitted without required rights or consents; (b) Customer's or an Authorized User's violation of the Agreement or AUP; or (c) a decision or action taken in reliance on an Output.

12.4 Procedure. The indemnified party will promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. A settlement imposing a non-monetary obligation or admission on the indemnified party requires its prior written consent, not to be unreasonably withheld.

13. General

13.1 Assignment. Neither party may assign the Agreement without the other's prior written consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. The Agreement binds permitted successors and assigns.

13.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

13.3 Notices. Legal notices must be in writing. Notices to Cap Orbit must be sent to legal@cap-orbit.com and 1111B South Governors Avenue, Suite 40882, Dover, DE 19904. Notices to Customer may be sent to the contact information in its Order or account. Operational notices may be provided through the Service or by email.

13.4 Export and sanctions. Each party will comply with applicable United States export-control and economic-sanctions laws. Customer represents that it and its Authorized Users are not prohibited from using the Service under those laws.

13.5 Relationship. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

13.6 Entire agreement and precedence. The Agreement is the parties' complete agreement regarding the Service and supersedes prior communications on that subject. If documents conflict: (a) an Order controls only for subjects it expressly addresses; (b) the DPA controls only for processing of Customer Content and Customer Personal Information; (c) these Terms control next; and (d) the AUP controls last. Customer purchase-order terms do not apply.

13.7 Severability; waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue. A waiver must be in writing and is not a waiver of a later breach.

13.8 Electronic acceptance. Orders and the Agreement may be accepted electronically and in counterparts.

14. Governing law and disputes

14.1 Law and venue. Delaware law governs the Agreement without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in New Castle County, Delaware.

14.2 Informal resolution and equitable relief. Before filing a proceeding, the parties will attempt in good faith to resolve the dispute through representatives authorized to settle it. Either party may seek equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

15. Changes to these Terms

15.1 Updates. Cap Orbit may update these Terms or the AUP prospectively. Cap Orbit will give reasonable advance notice of a change that materially and adversely affects Customer during a paid subscription term. Other changes may take effect when posted.

15.2 Material changes during a term. If Customer does not agree to a material adverse change taking effect during a paid term, Customer may terminate the affected Order by notice before the change takes effect and receive a prorated refund of prepaid fees for the unused term. Continued use after an update takes effect constitutes acceptance. An update does not retroactively govern a dispute of which Cap Orbit had notice before the update.

15.3 Orders. Commercial terms in a signed Order may be changed only as stated in that Order or by mutual written agreement.

_(c) 2026 Cap Orbit._