Terms of Service

1. Overview

These Terms of Service ("Terms") govern the relationship between New Orbit LLC, a Texas limited liability company ("New Orbit," "we," "us," or "our"), and the entity or individual engaging our services ("Client," "you," or "your"). By executing a Statement of Work ("SOW"), service agreement, or other written agreement referencing these Terms (each, a "Client Agreement"), you agree to be bound by them.

The specific services, deliverables, fees, timelines, and other engagement details will be defined in individual Client Agreements. Each Client Agreement is incorporated into these Terms. In the event of a conflict between these Terms and a Client Agreement, the Client Agreement controls.

2. Client Obligations

Client shall provide timely access to accounts, platforms, and information reasonably necessary for New Orbit to perform the services. Client is responsible for the accuracy of all business information provided and for compliance with all laws and regulations applicable to Client's business, including healthcare advertising regulations and HIPAA where applicable.

3. Fees and Payment

Fees, payment terms, and billing arrangements (including the treatment of advertising spend) are set forth in the applicable Client Agreement. Unless otherwise specified in the Client Agreement, all invoices are due within fifteen (15) days of invoice date, and late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted under Texas law.

4. Data, Privacy, and HIPAA

New Orbit will handle data collected in the course of providing services in accordance with its Privacy Policy and applicable law. New Orbit does not assume HIPAA obligations absent a separately executed Business Associate Agreement ("BAA"). Where HIPAA compliance is required, Client must notify New Orbit in writing, and the parties will negotiate a BAA. Absent a BAA, Client shall not transmit PHI to New Orbit, and New Orbit assumes no liability for incidentally received PHI.

5. Disclaimers and Limitation of Liability

5.1 No Guaranteed Results

NEW ORBIT MAKES NO GUARANTEES REGARDING SPECIFIC MARKETING OUTCOMES, INCLUDING LEAD VOLUME, CONVERSION RATES, PATIENT ACQUISITION, RETURN ON AD SPEND, OR ANY OTHER PERFORMANCE METRIC. Results depend on factors outside New Orbit's control, including market conditions, competition, platform changes, and Client's own operations.

5.2 Disclaimer of Warranties

SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEW ORBIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

5.3 Limitation of Liability

NEW ORBIT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT SET FORTH IN THE APPLICABLE CLIENT AGREEMENT. WHERE NO CLIENT AGREEMENT IS IN EFFECT, LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. NEW ORBIT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THEORY OF LIABILITY.

5.4 Platform Actions

New Orbit is not liable for losses arising from third-party platform actions, including account suspensions, ad disapprovals, policy or algorithm changes, or platform-side data loss.

6. Indemnification

Client shall indemnify and hold harmless New Orbit from claims arising out of Client's breach of these Terms, violation of applicable law, infringement by Client materials, failure to obtain necessary consents, or PHI transmitted absent a BAA. New Orbit shall indemnify and hold harmless Client from claims arising out of New Orbit's gross negligence or willful misconduct in performing the services. Additional indemnification obligations, if any, are set forth in the applicable Client Agreement.

7. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas. Disputes shall first be submitted to good-faith mediation in Dallas County, Texas. If unresolved within sixty (60) days, either party may pursue litigation in the state or federal courts of Dallas County, Texas.

8. General Provisions

These Terms, together with all Client Agreements and the Privacy Policy, constitute the entire agreement between the parties. To the extent any provision of a Client Agreement conflicts with these Terms, the Client Agreement shall govern. These Terms may only be amended in writing signed by both parties. Neither party may assign without the other's consent, except in connection with a merger or acquisition. If any provision is held unenforceable, the remainder continues in effect. Failure to enforce any provision does not waive it. The parties are independent contractors.

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, pandemics, government actions, internet or telecommunications failures, platform outages, cyberattacks, or other events of force majeure, provided that the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.