Terms of Use

1. The Service

Orbit is a cloud-based software platform that helps organizations catalog AI and automation opportunities, document workflows, prioritize initiatives (including through TEL analysis), generate workflow specifications and diagrams, and track related metrics.

The Service includes AI-powered features that generate content based on information you provide. AI outputs are assistive only and require human review before use in business, legal, engineering, or operational decisions.

2. Relationship to other agreements

2.1 Order of precedence

If you have a signed proposal, order form, statement of work, master services agreement, or other written agreement with DeepModel that includes access to Orbit (an "Enterprise Agreement"):

If there is a conflict between these Terms and your Enterprise Agreement, the Enterprise Agreement controls for matters it expressly covers. These Terms apply to your use of the Service as the platform terms of access under and subject to your Enterprise Agreement.

If you use the Service without an Enterprise Agreement (for example, a free or self-serve tier), these Terms and the Privacy Policy govern your use.

2.2 Privacy Policy

Our Privacy Policy is at /privacy-policy and is incorporated by reference.

2.3 Data Processing Agreement

Enterprise customers may execute a separate DPA with DeepModel. Where a DPA is in place, it governs the processing of personal data to the extent of any conflict with these Terms.

3. Accounts and access

3.1 Registration

You must provide accurate account information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

3.2 Authorized users

You may permit employees and contractors to use the Service under your account in accordance with these Terms and your applicable license or subscription entitlements. You are responsible for their compliance.

3.3 Workspace administration

Workspace administrators may manage users, permissions, and settings. You are responsible for configuring access controls appropriate to your organization.

3.4 Suspension

We may suspend or restrict access if we reasonably believe you have violated these Terms, pose a security risk, or if suspension is required by law. We will use reasonable efforts to provide advance notice except where immediate action is necessary to protect the Service, other customers, or third parties.

4. Term and access

Access to the Service is provided for the period and scope set forth in your Enterprise Agreement, order documentation, or self-serve signup flow, as applicable.

Upon expiration or termination of your access rights, your ability to use the Service will end. Data export, retention, and return obligations are governed by your Enterprise Agreement, DPA, or Privacy Policy, as applicable.

5. Your content

5.1 Customer Content

You and your users may submit workflow descriptions, notes, documents, metadata, diagrams, and other materials ("Customer Content"). You retain all rights in Customer Content.

5.2 Rights necessary to operate the Service

You grant DeepModel the non-exclusive, worldwide rights necessary to host, store, reproduce (including for backup and disaster recovery), process, transmit, and display Customer Content solely to provide, maintain, secure, and support the Service, and as otherwise permitted by these Terms, your Enterprise Agreement, or DPA. This grant does not transfer ownership of Customer Content.

5.3 AI processing and subprocessors

To provide AI-powered features, Customer Content may be transmitted to third-party model and infrastructure providers acting on DeepModel's behalf. Current subprocessors are listed in Section 10.3.

Enterprise customers: Restrictions on use of Customer Content (including for model training or service improvement) are set forth in the Enterprise Agreement and DPA.

Other users: DeepModel may use Customer Content and usage information to operate, secure, and improve the Service, subject to the Privacy Policy. DeepModel does not sell Customer Content.

5.4 Your responsibilities

You are solely responsible for Customer Content and for ensuring you have all rights necessary to submit it. You must not submit content that violates applicable law, third-party rights, or these Terms.

5.5 Restricted data

Do not submit to the Service categories of data requiring specialized compliance frameworks unless expressly agreed in writing, including without limitation: protected health information subject to HIPAA, payment card data subject to PCI DSS, government-classified information, or personal data of children under 16.

6. AI-generated output

6.1 Output

The Service may generate workflow specifications, summaries, diagrams, scores, recommendations, and other materials ("Output") based on Customer Content and system configuration.

6.2 No reliance without review

Output may be incomplete, inaccurate, biased, or unsuitable for your use case. You are responsible for reviewing, validating, and approving Output before use. Output does not constitute legal, financial, engineering, security, or other professional advice.

6.3 Ownership

Subject to these Terms and your Enterprise Agreement, DeepModel assigns to you its rights in Output generated specifically for you through the Service, to the extent assignable under applicable law and third-party provider terms.

6.4 Non-uniqueness

Due to the nature of AI systems, Output may not be unique and similar output may be generated for other users.

7. Acceptable use

You agree not to:

• Use the Service in violation of applicable law or third-party rights
• Access or attempt to access the Service or related systems without authorization
• Reverse engineer, decompile, or attempt to extract source code except as permitted by law
• Interfere with or disrupt the Service, its security, or its performance
• Use the Service to systematically extract DeepModel's proprietary prompts, system behavior, or underlying models to develop a competing product
• Upload malware or conduct security testing without prior written consent
• Misrepresent AI-generated Output as solely human-authored where disclosure is required by law or your policies

We may investigate violations and cooperate with law enforcement as required.

8. Intellectual property

8.1 DeepModel IP

DeepModel and its licensors retain all rights in the Service, including software, documentation, branding, templates, methodologies (including TEL Analysis™), and underlying technology. No rights are granted except as expressly stated in these Terms or your Enterprise Agreement.

8.2 Alignment with Enterprise Agreement

For enterprise customers, ownership and licensing of deliverables, DeepModel IP, and platform access are governed by the applicable Enterprise Agreement. These Terms do not modify those allocations.

8.3 Feedback

If you provide suggestions or feedback about the Service, you grant DeepModel a perpetual, irrevocable, royalty-free license to use it without restriction or compensation.

8.4 Trademarks

DeepModel, Orbit, TEL Analysis™, and related marks are trademarks of DeepModel or its affiliates. You may not use them without prior written consent.

9. Confidentiality

For enterprise customers, this Section 9 applies except to the extent confidentiality obligations set forth in the applicable Enterprise Agreement supersede any conflicting terms in this Section 9.

For other users, each party may receive confidential information from the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms and will protect it with reasonable care. Standard exceptions apply (publicly available, independently developed, rightfully received from a third party without restriction, or required by law with notice where permitted).

Customer Content is your confidential information unless you share it within your workspace or otherwise designate it for broader access.

10. Security, availability, and compliance

10.1 Security program

DeepModel maintains administrative, technical, and organizational measures designed to protect the Service and Customer Content. DeepModel maintains a security program aligned with SOC 2 principles. Additional security documentation may be provided to enterprise customers upon request, subject to confidentiality.

No system is completely secure. You are responsible for your account security practices and workspace access configuration.

10.2 Service availability

DeepModel will use commercially reasonable efforts to make the Orbit web application available 99.5% of the time each calendar month, measured as:

"Downtime" means minutes when the Orbit web application is unavailable for login or core read/write operations, excluding:

• Scheduled maintenance — up to four (4) hours per month, with at least forty-eight (48) hours' advance notice
• Emergency maintenance — urgent security or stability work
• Force majeure events (see Section 15.4)
• Issues caused by your systems, networks, credentials, or misuse
• Outages of third-party services outside DeepModel's reasonable control (including cloud provider regional failures, identity provider outages, web hosting provider outages, and third-party model API outages)
• Beta, preview, or experimental features labeled as such

This availability commitment applies to the Orbit platform interface. It does not cover separately hosted implementations, custom integrations, or third-party systems connected to your workflows.

Service credits for availability failures, if any, will be specified in your Enterprise Agreement. If none are specified, DeepModel's sole obligation for failure to meet this target is to use commercially reasonable efforts to restore availability.

10.3 Subprocessors

DeepModel uses the following third-party subprocessors to operate the Service as of the Last updated date. DeepModel may update subprocessors from time to time with notice as required by applicable law or your DPA.

Customer Content submitted for AI features may be processed by one or more model providers (including Google Gemini, Groq, and BaseTen) depending on the feature and configuration.

DeepModel may update subprocessors. Enterprise customers will be notified in accordance with the DPA or Enterprise Agreement.

10.4 Data protection

DeepModel processes personal data in accordance with applicable data protection laws, including the GDPR where applicable. International data transfers are handled using appropriate safeguards as described in the Privacy Policy and DPA.

11. Warranties and disclaimers

11.1 Authority

Each party represents that it has authority to enter into these Terms.

11.2 Enterprise customers

For customers with an Enterprise Agreement, warranties and disclaimers relating to licensed software and services are governed by the applicable Enterprise Agreement.

11.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN YOUR ENTERPRISE AGREEMENT, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." DEEPMODEL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
• DEEPMODEL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO DEEPMODEL FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR USD $100 IF NO FEES HAVE BEEN PAID.

These limitations do not apply to liability that cannot be limited by applicable law.

Enterprise customers: Limitation of liability is governed by the applicable Enterprise Agreement, which controls in the event of conflict.

13. Indemnification

Enterprise customers: Any indemnification obligations set forth in the applicable Enterprise Agreement supersede any conflicting terms in this Section 13.

Other users: You will defend and indemnify DeepModel against third-party claims arising from (a) Customer Content, (b) your use of the Service in violation of these Terms or law, or (c) your use of Output without appropriate review.

14. Termination

14.1 Enterprise customers

Termination of access to the Service is governed by the applicable Enterprise Agreement.

14.2 Other users

Either party may terminate on thirty (30) days' written notice. Either party may terminate for material breach not cured within thirty (30) days of written notice.

14.3 Effect of termination

Upon termination, your right to access the Service ends. Provisions that by nature should survive, including Sections 5–6, 8–9, 11–13, and 15, survive termination.

15. General

15.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

15.2 Dispute resolution

The parties will attempt in good faith to resolve disputes arising from these Terms through negotiation. If not resolved within thirty (30) days, either party may pursue remedies in the state or federal courts located in Delaware, and each party consents to personal jurisdiction in those courts.

For enterprise customers, dispute resolution may also be governed by the Enterprise Agreement if it contains different provisions.

15.3 Assignment

You may not assign these Terms without DeepModel's prior written consent, except to a successor in connection with a merger or sale of substantially all assets. DeepModel may assign to an affiliate or successor. Assignment under an Enterprise Agreement is governed by the Enterprise Agreement.

15.4 Force majeure

Neither party is liable for delay or failure to perform (except payment obligations under an Enterprise Agreement) due to events beyond reasonable control, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, and third-party service outages, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

15.5 Notices

Notices to DeepModel must be sent to:

DeepModel, Inc.
Email: team@deepmodel.ai

Notices to you may be sent to the email associated with your account or as specified in your Enterprise Agreement.

15.6 Changes to these Terms

We may update these Terms by posting a revised version and updating the "Last updated" date. Material changes will be notified via the Service or email where practicable. Continued use after such changes take effect constitutes acceptance for non-enterprise users. For enterprise customers, material changes that conflict with the Enterprise Agreement require mutual agreement or will apply only as permitted by the Enterprise Agreement.

15.7 Severability and waiver

If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.

16. Contact

DeepModel, Inc.
Email: team@deepmodel.ai
Web: https://www.deepmodel.ai