TERMS OF USE

These Terms of Use (“ToU”) are effective as of the date of first use of services provided by XYNE Pty Ltd trading as ORBY (hereinafter referred to as “ORBY”).

BY AND BETWEEN

The “Service Provider” which shall mean XYNE Pty Ltd trading as ORBY, registered under the laws of Australia, with its principal place of business located at Melbourne, Australia.

AND

The “User” which shall mean any individual or legal entity duly registered with ORBY, including employees, consultants, contractors, agents, and any authorized parties using the services provided by ORBY.

The term ‘Party and Parties’ shall be used to refer to the User and the Service Provider individually and collectively, as the context may require.

WHEREAS

A. ORBY provides software solutions and services including but not limited to Power Apps and Dynamics 365 addons through various channels including the website, AppSource, mobile and others. The services shall include any updates, enhancements, new features, and/or additional offerings provided by ORBY.

B. The User is an individual or a legal entity that is using any or all of the services provided by ORBY.

1. Definitions

(i) “Confidential Information” shall mean any information which is non-public, proprietary, know-how, trade secret, or any information of a privileged nature of the Parties.

(ii) “Content” shall mean the data, information, materials, and other content made available through ORBY’s services.

(iii) “Cookies” shall mean small text files stored on a User’s device that may contain information about the User and are used to enhance the User experience.

(iv) “Customer Agreement” shall mean a document containing the details of User’s subscription, pricing, and terms of service. In case of any inconsistency between the Customer Agreement and the ToU, the Customer Agreement shall prevail.

(v) “ORBY” shall mean the software solutions and services provided by the Service Provider.

(vi) “Subscription” shall mean the access and use of ORBY’s services for a specified period upon payment of the subscription fees.

(vii) “Taxes” shall mean all applicable taxes, duties, levies, or similar government assessments imposed by any jurisdiction, including but not limited to GST (Goods and Services Tax) in Australia.

(viii) “Transaction” shall mean any activity or interaction performed by the User through ORBY’s services, including but not limited to purchases, data uploads, and user interactions.

2. Registration

The User shall provide accurate and complete information as required by ORBY to register for access to its services. By completing the registration process, the User agrees to be bound by these ToU.

3. Free Trial Period

(i) ORBY may offer a free trial period to eligible Users. The duration and terms of the free trial shall be determined by ORBY at its sole discretion.

(ii) ORBY reserves the right to revoke or modify the free trial offer at any time without prior notice.

(iii) Using the free trial period constitutes registering for services provided by ORBY.

4. Term

The term of this ToU shall commence upon the User’s successful registration with ORBY and shall continue until terminated as per Clause 18 of these ToU.

5. Purchase, Pricing, Invoicing, and Payments

5.1 Purchase: The User shall agree to the terms outlined in the Customer Agreement and make the necessary payments as per the agreed subscription plan.

5.2 Pricing: Pricing for ORBY’s services shall be as per the rates specified in the Customer Agreement. The User shall be responsible for all applicable taxes and fees.

5.3 Invoicing and Payments: Invoices shall be issued by ORBY based on the subscription plan chosen by the User. Payments shall be made within the specified timeframe mentioned in the Customer Agreement.

6. License

Subject to compliance with these ToU, ORBY grants the User a limited, non-exclusive, non-transferable license to use its services during the subscription period.

7. User Obligations

(i) The User agrees to abide by all applicable laws and regulations while using ORBY’s services.

(ii) The User shall be responsible for maintaining the confidentiality of their account credentials and shall not share them with unauthorized parties.

(iii) The User agrees not to engage in any activities that may disrupt or impair the functionality of ORBY’s services.

8. Third Party Offerings

ORBY may integrate third-party services or offerings into its platform. The User agrees to comply with the terms and conditions of any third-party services used in conjunction with ORBY.

9. Representation and Warranties

Both Parties represent and warrant that they have the authority to enter into this ToU and perform their respective obligations hereunder.

10. Limitation of Liability

ORBY’s liability for any direct damages shall be limited to the amount paid by the User for the services. ORBY shall not be liable for any indirect, incidental, or consequential damages.

11. Indemnity

The User agrees to indemnify and hold ORBY harmless from any claims, liabilities, damages, or expenses arising out of the User’s use of ORBY’s services.

12. Updates

ORBY may release updates or new versions of its software, and the User agrees to install such updates as necessary.

13. Suspension and Termination

ORBY reserves the right to suspend or terminate the User’s access to its services in case of violation of these ToU or for any other reason deemed necessary by ORBY.

14. Effect of Termination

Upon termination of these ToU, the User’s access to ORBY’s services shall cease, and ORBY shall not be obligated to retain any user data or information.

15. Severability

If any provision of these ToU is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Dispute Resolution

Any disputes arising out of or related to these ToU shall be resolved through arbitration in accordance with the laws of Australia.

17. Applicable Law

These ToU shall be governed by the laws of Australia, excluding any conflict of laws provisions.

18. Modification

ORBY reserves the right to modify these ToU at any time, and such modifications shall be effective upon posting on ORBY’s website or notifying the User via email.

By using ORBY’s services, the User agrees to be bound by these Terms of Use. If you do not agree to these terms, do not use ORBY’s services.