Terms and Conditions
1.Acceptance of the Terms of Use
1.1These terms and conditions constitute a legal agreement (collectively, the “Terms of Use”) between you (“You”) and Orby Inc., a Delaware limited liability company (“Orby” or the “Company”). In order to access or use Orby’ Services (defined below) and the associated Application (defined below) You must agree to the terms and conditions set forth herein. By downloading, installing or using any associated mobile application or web service supplied by OrbyJets (collectively, the “Application”) which purpose is to enable You to use air charter transportation services or ancillary services provided by OrbyJets (collectively, “Services”), You hereby expressly acknowledge and agree to be bound by these Terms of Use and our Privacy Policy, found at www.orbyjets.com and incorporated herein by reference. If You do not want to agree to these Terms of Use You must not access or use the Application and must delete the Application and all copies thereof.
1.2Please carefully review the arbitration agreement set forth in Section 20 below, as it impacts the legal rights of the parties and will require You to resolve disputes with OrbyJets on an individual basis through final and binding arbitration.
2.Changes to the Terms of Use.
2.1Orby reserves the right to modify or amend these Terms of Use or its policies relating to the Application in its sole discretion at any time, such amendment or modification to be effective upon posting or publication of an updated version of these Terms of Use on the Application.
2.2You are responsible for regularly reviewing these Terms of Use. Your continued use of the Service or Application after any such changes shall constitute your consent to be bound by the amended or modified Terms of Use.
3.Key Content-Related Terms.
3.1Orby Content. Means texts, graphics, images, music, software (excluding the Application), audio, video, information or other materials (“Content”) that Orby makes available through the Services or Application, including any Content licensed from a third party, but excluding User Content (defined below).
3.2User Content. Means Content that a person who accesses or uses the Services or Application (“User”) posts, uploads, publishes, submits or transmits to be made available through the Services or Application (collectively with Orby Content, “Collective Content”).
4.Accessing the Application and Account Security
4.1By using the Applications, You expressly represent and warrant that You are legally entitled to and have the right, authority and capacity to enter into and to abide by these Terms of Use.
4.2If You reside in a jurisdiction that restricts the use of the Application because of age or restricts the ability to enter into agreements such as this one due to age, You must abide by such age limits and You must not use the Application. Without limiting the foregoing, the Application is not available for use by children (persons under the age of 18) without adult supervision.
4.3By using the Application or Service, You represent and warrant that You are at least 18 years old or will use the Service or Application under adult supervision. Your participation in using the Service and/or Application is exclusively for your sole, personal and non-commercial use. You may not authorize others to use your profile, user status or credentials, and You may not assign or otherwise lend, transfer, lease or sell (directly or indirectly) your user account to any other person or entity.
4.4By accessing the Application, you expressly represent and warrant that You are not a (i) broker or professional buyer acting on behalf of an end client, either an individual or an entity, to charter an aircraft; (ii) travel agency; (iii) marketing agent selling aircraft charter(s) on behalf of aircraft operators; (iv) global distribution system (GDS’s); (v) online travel agent (OTA’s); or (vi) any other person or entity that sells travel to or facilitates travel for independent third parties.
4.5You may only access the Service using the Application, authorized communication channels via messaging apps (FB Messenger, WhatsApp, Instagram and others which will be publicly listed on website) and other means expressly authorized by Orby. It is your responsibility to check to ensure You download the correct version of the Application for your device. Orby is not liable if You do not have a compatible handset or if You have downloaded the wrong version of the Application. Orby reserves the right to terminate these Terms of Use and take any further action necessary to remedy your use of the Application with an incompatible or unauthorized device.
4.6By using the Application, You agree that you :
4.6.1Will only use the Application for lawful purposes; You will not use the Application for sending or storing any unlawful material or for fraudulent purposes.
4.6.2Will not use the Application to cause nuisance, annoyance or inconvenience.
4.6.3Will not impair the proper operation of the network.
4.6.4Will not harm or attempt to harm the Application in any way whatsoever.
4.6.5Will not copy or distribute the Application or any content provided via the Application or as a result of your use of Services without prior written permission from Orby.
4.6.6Will not only use the Application for your own use and will not resell it, directly or indirectly, to any third party.
4.6.7Will keep secure the confidential information regarding your account, which allows access to the Service through the Application.
4.6.8Will provide us with whatever proof of identity we may reasonably request.
4.6.9Will only use an access point or 3G data account (AP) which You are authorized to use.
4.6.10Will comply with all applicable laws from your home nation and the country, state and city in which You are present while using the Application.
4.6.11Are aware that when requesting services by SMS, standard messaging charges will apply.
4.7You agree that Avinode, Inc. is a third-party beneficiary of any and all representations and warranties made by You in these Terms of Use that relate to your use of charter search functions or data via the Application and Avinode, Inc. shall have the right to enforce the representations and warranties above as they relate to your use of the charter search functions or data via the Application.
4.8Export Control. You agree not to use the Application in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, including but not limited to the Export Control Reform Act and its associated regulations).
5.Application and Copyright License Grant and User Content
5.1Application License. Subject to your compliance with these Terms of Use, Orby grants You a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) download, install and use the Application on a single mobile cellular device and personal computer devices owned or otherwise controlled by You solely in connection with your personal, non-commercial use of the Services, and (ii) view, stream, download and print any Collective Content, information and related materials made available through the Application, in each case solely for your personal, noncommercial use.
5.2Copyright License. We may in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Application, You hereby grant to Orby a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Services or Application. Orby does not claim any ownership rights in any User Content and nothing in these Terms of Use will be deemed to restrict any rights that You may have to use and exploit any User Content.
6.Reservation of Rights.
You acknowledge and agree that the Application is provided under license, and not sold to You. Any rights not expressly granted to You under these Terms of Use are reserved by Orby. No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by Orby or its licensors, except for the licenses and rights expressly granted in these Terms of Use.
7.License Restrictions.
7.1You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Application in any way; (ii) modify or make derivative works based upon the Application; (iii) create Internet “links” to the Service or “frame” or “mirror” any Application on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Application in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Application, or (c) copy any ideas, features, functions or graphics of the Application, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application.
7.2You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Application or Service or the data contained therein; or (v) attempt to gain unauthorized access to the Application or Service or its related systems or networks.
8.Violations.
Orby will have the right to investigate and prosecute violations of these Terms of Use to the fullest extent of the law. Orby may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Orby has no obligation to monitor your access to or use of the Service, Application or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of providing the Services and operating and Application, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Orby reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Orby, at its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Service or Application.
9.Copyright Policy.
Orby respects copyright law and expects its users to do the same. It is Orby’s policy to terminate in appropriate circumstances Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Orby’s Copyright Policy at https://docs.orbyjets.com/legal/general/copyright-policy.html for further information.
10.SMS Messaging.
If You select this feature and have SMS service from one of the supported Carriers, You can receive notifications via SMS. Messaging and data rates may apply. If You change your mobile phone service provider, the service may be deactivated and You will need to re-enroll in the notification service. Orby reserves the right to cancel and/or reinstate the notification service at any time. For more information, please write to support@orbyjets.com.
11.Intellectual Property Ownership.
Orby alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Application and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Application or the Service. These Terms of Use are not a sale and does not convey to you any rights of ownership in or related to the Application or the Service, or any intellectual property rights owned by Orby. The Orby name, Orby logo, and the product names associated with the Application and Service are trademarks of Orby or third parties, and no right or license is granted to use them.
12.Third Party Interactions.
12.1During use of the Application and Service, You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third-party service providers, advertisers or sponsors showing their goods and/or services through the Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Orby and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. Orby does not endorse any sites on the Internet that are linked through the Services or Application, and in no event shall Orby or its licensors be responsible for any content, products, services or other materials on or available from such sites or third-party providers. Orby provides the Application and Services to you pursuant to the terms and conditions of these Terms of Use. You recognize, however, that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and Orby disclaims any and all responsibility or liability arising from such agreements between you and the third-party providers.
12.2Orby may rely on third party advertising and marketing supplied through the Application or Service and other mechanisms to subsidize the Application. By agreeing to these terms and conditions you agree to receive such advertising and marketing. If You do not want to receive such advertising, you should notify us in writing. Orby reserves the right to charge you a higher fee for the Application should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on Orby’s website located at http://www.orbyjets.com/ Orby may compile and release information regarding you and your use of the Application or Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Service.
13.Indemnification.
13.1By entering into these Terms of Use and using the Application, You agree that you shall defend, indemnify and hold Orby, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms of Use or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including providers of transportation services arranged via the Application, or (c) your use or misuse of the Application.
14.Disclaimer of Warranties.
14.1THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR APPLICATION. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE OR APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE SERVICE OR APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICE OR APPLICATION WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND APPLICATION IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICE OR APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE APPLICATION AND SERVICE, AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15.Internet Delays.
THE COMPANY’S SERVICE AND APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17.Notices.
Orby may give notice by means of a general notice on the Application, electronic mail to your email address on record with Orby, or by written communication sent by first class mail or pre-paid post to your address on record with Orby. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or immediately upon receipt (if sent by email). You may give notice to Orby (such notice shall be deemed given when received by Orby) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Orby at the following address: [todo: add an address] addressed to the attention of: Legal Department.
18.Assignment.
These Terms of Use may not be assigned by You without the prior written approval of Orby but may be assigned without your consent by Orby to (i) a parent, subsidiary, or affiliate (ii) an acquirer of equity or assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
19.Governing Law.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any conflict of law principles.
20.Dispute Resolution.
20.1Arbitration. Any claim or dispute arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Service or Application (collectively, “Disputes”) between the Parties and/or against any agent, employee, successor, or assign of the other, whether related to this agreement or the relationship or duties contemplated herein, including the validity of this clause, shall be resolved exclusively by binding arbitration by the Delaware Rapid Arbitration Act (DRAA) by a sole arbitrator. The place of arbitration shall be Delaware. Except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The existence and content of the arbitration proceedings and any rulings or award shall be kept confidential except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration.
20.2CLASS ACTION WAIVER. ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. THE ARBITRATOR'S AUTHORITY TO RESOLVE AND MAKE WRITTEN AWARDS IS LIMITED TO CLAIMS BETWEEN MEMBER AND Orby ALONE. CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. NO ARBITRATION AWARD OR DECISION WILL HAVE ANY PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY DISPUTE WITH ANYONE WHO IS NOT A NAMED PARTY TO THE ARBITRATION. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS AND CONDITIONS AND WITHOUT WAIVING EITHER PARTY'S RIGHT OF APPEAL, IF ANY PORTION OF THIS PROVISION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.
21.General.
21.1Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you, Orby or any third-party provider as a result of these Terms of Use or your use of the Application, except as expressly provided in these Terms.
21.2Severability. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
21.3No Waiver. Orby’s failure to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision, unless acknowledged and expressly agreed to by Orby in writing.
21.4Entire Agreement. These Terms comprise the entire agreement between you and Orby and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding your access to and use of the Application.
21.5Seller of Travel. Orby Inc. is registered with the State of Delaware and located at 1811 Silverside Road, Wilmington, DE 19810, County of New Castle. Registration No. 7638781
22.Operator Flight Cancellations
22.1Operator's Discretion: OrbyJets acknowledges that flight cancellations can occur due to various reasons. These reasons may include, but are not limited to, mechanical issues, adverse weather conditions, crew unavailability, safety concerns, regulatory restrictions, or unforeseen operational challenges.
22.2No Liability for OrbyJets: In the event of a flight cancellation by the operator for any of the reasons mentioned above or otherwise, OrbyJets shall be absolved from any responsibility or liability pertaining to the cancellation. Members understand and agree that OrbyJets acts as a facilitator between members and operators and does not operate flights directly.
22.3Communication with the Operator: Members affected by a flight cancellation are advised to communicate directly with the operator to discuss potential replacement offers. This may include arrangements for a new crew, a different aircraft, or alternative flight schedules.
23.Replacement Flights
23.1Member's Responsibility: In situations where the operator does not provide a satisfactory replacement offer or if the member chooses not to accept the operator's offer, it will be the member's responsibility to seek a replacement flight from other operators.
23.2No Additional Charges: Members will not be charged for a flight they have paid for but did not utilize due to cancellation by the operator. The funds already paid by the member for the canceled flight can either be: a) Used to cover the costs of a replacement flight arranged by the member with another operator. b) Refunded in full to the member if they choose not to or are unable to find a suitable replacement flight.
24.Refunds and Reallocations
24.1Refund Policy: If a member does not find a replacement flight or chooses not to pursue one, the amount paid for the canceled flight will be refunded in full to the member within a stipulated time frame.
24.2Reallocating Funds: Alternatively, if the member finds a replacement flight with another operator, the funds from the canceled flight can be reallocated to cover the costs of the new flight. Any difference in cost will either be charged or refunded to the member, as applicable.