Terms & Conditions

Updated on December 19, 2025

Introduction

These Terms & Conditions (the “Agreement”) apply to your access and use of our website located at https://www.orbitai.dev/ (the “Website”), mobile applications, AI solutions, software platforms, and other products and services (collectively, the “Services”) provided by Abacus (the “Company”). These terms govern the relationship between you (referred to as “User,” “Customer,” “Seller,” or “You,” as applicable) and Abacus, including your license to use the Services, access to the Website, and any interactions related to the Company’s AI-powered supply chain, logistics, and operational solutions.

The Company offers a range of specialized Services (e.g., FulfillQ, VendorPilot, SmartClear AI, FormuPilot, IngredientsGPT, and Data Management), and additional Service-Specific Terms may apply to certain offerings. When you use a specific Service, you will also be subject to the guidelines, terms, and agreements applicable to that Service. If these Terms & Conditions are inconsistent with the Service-Specific Terms, the Service-Specific Terms will control.

Definitions

User/Customer/Seller: Refers to any individual, business, or entity that accesses or uses the Website, Services, or interacts with Abacus for the purpose of utilizing AI solutions, managing supply chains, logistics, vendor relationships, customs clearance, formulation, quoting, or other operational needs.
Services: Collectively, Abacus’s AI-powered solutions, including but not limited to FulfillQ, VendorPilot, SmartClear AI, FormuPilot, IngredientsGPT, Data Management, the Website, mobile applications, APIs, and any related tools, features, or support provided by the Company.
Website: Abacus’s official website located at https://www.orbitai.dev/, through which Users may access information about Services, subscribe to solutions, manage accounts, and interact with the Company.
Seller System: Abacus’s account management portal and/or AI-powered platforms through which Users (including Sellers) manage products, vendors, orders, quotes, inventory, supply chain workflows, view reports, process returns, and request payments (as applicable to the specific Service).
Fulfillment Center: Any approved third-party or Abacus-affiliated fulfillment facility, warehouse, or logistics hub designated by the Company to support Service delivery, including but not limited to storage, order processing, and shipment coordination (if applicable to the User’s Service package).
Logistics Costs: Any costs, fees, or expenses incurred by Abacus in connection with the provision of logistics-related Services, including but not limited to customs duties, shipping, warehouse fees, labor expenses, third-party logistics (3PL) fees, trucking/drayage costs, and any fines or penalties (e.g., demurrage, hold expenses, incorrect document fees) arising from User-related activities.
Marketing Services: Services provided by Abacus to promote User products, services, or workflows, including but not limited to technical support, customer service, payment processing, order fulfillment, Service-related marketing, and lead generation (as applicable to the User’s Service package).
Intellectual Property: All trademarks, trade dress, service marks, copyrights, patents, trade secrets, algorithms, AI models, software code, data analytics, and other proprietary rights owned or licensed by Abacus or Users, as applicable.

Conditions to Use the Website, Services, and Seller System

Application and Eligibility
1. To access or use the Services (including the Seller System), you must first submit a completed application to Abacus and meet the Company’s eligibility requirements. Abacus reserves the right to approve or reject any application in its sole discretion. You represent and warrant that all information provided in your application is accurate, complete, and current.
Documentation Requirements
1. As a condition to Abacus’s approval of your application, you must provide:
  1. A valid business license (or equivalent) and any permits required to operate in your jurisdiction.
  2. Quality control documentation (“QC Documentation”) as requested by Abacus, which may include manufacturer certifications, product specification sheets, facility compliance records, and a completed Quality Control Questionnaire (if applicable to your use of the Services).
  3. Any additional documents or information reasonably required by Abacus to verify your eligibility, compliance with industry standards, or ability to use the Services.
Payment of Fees
1. Following Abacus’s notice of application approval, you shall pay all applicable fees (including but not limited to licensing fees, subscription fees, listing fees, deposit fees, and Logistics Costs) within seven (7) days of receiving the invoice. Fees are non-refundable unless otherwise specified in the Service-Specific Terms or agreed to in writing by Abacus. Abacus reserves the right to modify fees upon thirty (30) days’ prior written notice to you.

Limited License

License to Use Services and Seller System
1. Subject to your compliance with this Agreement and payment of all applicable fees, Abacus grants you a non-exclusive, non-transferable, revocable license to access and use the Website, Services, and Seller System for the sole purpose of managing your supply chain, logistics, vendor relationships, customs clearance, formulation, quoting, or other operational needs (as permitted by your Service package). This license is valid for the term specified in your Service agreement (e.g., one (1) year from the Effective Date for annual subscriptions) and may be renewed upon mutual agreement. Abacus will provide you with login credentials (“Login Credentials”) to access the Seller System; you are responsible for maintaining the confidentiality of these credentials and all activities conducted under your account.
License to Use User Intellectual Property
1. You grant Abacus a non-exclusive, irrevocable, royalty-free license to reproduce, publish, and use any content, text, logos, brands, trademarks, trade dress, or other Intellectual Property provided by you to Abacus (or submitted to the Website or Seller System) solely in connection with providing, marketing, and improving the Services. This license does not authorize Abacus to use your Intellectual Property for any purpose unrelated to the Services without your prior written consent.
Restrictions on Use
1. You shall not:
  1. Modify, reverse-engineer, decompile, or attempt to extract the source code of the Services, Seller System, or any part thereof.
  2. Use the Services for any unlawful, fraudulent, or deceptive purpose.
  3. Share your Login Credentials with third parties or allow unauthorized access to your account.
  4. Upload or transmit malware, viruses, or any harmful content to the Website or Seller System.
  5. Interfere with or disrupt the operation of the Services, including but not limited to overloading servers or circumventing security measures.

Use of the Website, Services, and Seller System

Account Management
1. You are responsible for updating your account information (including contact details, business information, and QC Documentation) to ensure it remains accurate, complete, and current. You shall immediately notify Abacus of any unauthorized use of your account or Login Credentials.
Product and Service Standards
1. If you use the Services to market or distribute products (including through the Seller System), you represent and warrant that:
  1. All products are legal to sell or distribute in the jurisdictions where they are offered.
  2. Products are free from defects and comply with all applicable industry standards, product descriptions, and QC Documentation.
  3. You have all necessary rights, title, and interest in the products and that they are free from liens, security interests, or encumbrances.
Compliance with Laws and Regulations
1. You agree to comply with all applicable local, state, federal, and international laws, regulations, and industry standards in connection with your use of the Services, including but not limited to those related to trade compliance, customs clearance, data privacy (e.g., CCPA, GDPR), and supply chain management.
Technical Support and Training
1. Abacus will provide reasonable technical support and training to help you use the Website, Services, and Seller System effectively. Support is available during standard business hours unless otherwise specified in the Service-Specific Terms.
Marketing and Promotion
1. Abacus may undertake marketing and promotional activities for the Website and Services in its sole discretion, including featuring your business or products (with your consent) in case studies, testimonials, or promotional materials.
Customer and Stakeholder Inquiries
1. If a customer, vendor, or other stakeholder contacts you regarding products or services marketed through the Services, you shall refer any inquiries related to the Services (e.g., order status, payment processing, Service functionality) to Abacus. You are responsible for addressing inquiries related to your products (e.g., product details, warranties) unless otherwise agreed to in writing.
Abacus’s Right to Review and Modify Content
1. Abacus reserves the right to review any content submitted by you to the Website or Seller System (including product listings, documentation, and data). If Abacus determines, in its sole discretion, that the content is false, misleading, unlawful, incomplete, or in breach of this Agreement, Abacus may remove or modify the content without prior notice to you.
Duty to Warn and Correct
1. You shall immediately notify Abacus if you become aware of:
  1. Any defects, malfunctions, or security breaches related to the Website, Services, or Seller System.
  2. Any issues with your products, QC Documentation, or content submitted to the Website or Seller System (e.g., inaccuracies, safety concerns).
2. You shall take prompt action to correct such issues as requested by Abacus.
Inspection and Testing
1. Abacus reserves the right to inspect or test products, data, or workflows related to your use of the Services (e.g., quality control checks, compliance audits) as part of its quality assurance procedures. Any costs associated with such inspection or testing shall be borne by you unless otherwise agreed to in writing by Abacus.

Term and Termination

Term
1. This Agreement shall commence on the date your application is approved (the “Effective Date”) and remain in full effect for the term specified in your Service agreement, unless terminated earlier in accordance with this section.
Termination for Convenience
1. Either party may terminate this Agreement by providing fifteen (15) days’ prior written notice to the other party. Upon termination, you shall cease using the Website, Services, and Seller System, and Abacus shall disable your Login Credentials.
Termination for Breach
1. Abacus may terminate this Agreement immediately without prior notice if you:
  1. Breach any provision of this Agreement or the Service-Specific Terms.
  2. Fail to pay any applicable fees within thirty (30) days of the due date.
  3. Engage in fraudulent, unlawful, or deceptive conduct related to the Services.
2. Upon termination for breach, you shall be liable for any damages incurred by Abacus as a result of your breach.
Effect of Termination
1. Upon termination of this Agreement:
  1. All licenses granted herein shall immediately terminate.
  2. You shall return or destroy all confidential information owned by Abacus.
  3. Any unpaid fees owed to Abacus shall become immediately due and payable.
  4. Sections of this Agreement related to intellectual property, confidentiality, indemnification, and limitation of liability shall survive termination.

Representations and Warranties

Authority
1. You represent and warrant that you have full power and authority to enter into this Agreement and to grant the licenses granted herein. If you are acting on behalf of a business or entity, you represent and warrant that you are authorized to bind that business or entity to this Agreement.
Non-Infringement
1. You represent and warrant that your use of the Website, Services, and Seller System, and your marketing or distribution of products through the Services, shall not infringe upon the Intellectual Property or other rights of any third party.
Abacus’s Warranties
1. Abacus warrants that the Services will be provided in a professional manner consistent with industry standards. Abacus does not warrant that the Services will be error-free or uninterrupted, or that all user needs will be met. All other warranties (express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement) are disclaimed to the fullest extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Abacus, its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
1. Your use of the Website, Services, or Seller System.
2. Your breach of this Agreement or the Service-Specific Terms.
3. Your violation of any applicable laws or regulations.
4. Your infringement of any third party’s Intellectual Property or other rights.
5. Any defects or safety issues related to your products.

Limitation of Liability

In no event shall Abacus be liable to you for any indirect, incidental, consequential, special, or punitive damages (including but not limited to lost profits, lost data, or business interruption) arising from or related to this Agreement or your use of the Services, even if Abacus has been advised of the possibility of such damages. Abacus’s total liability to you for any claims arising from this Agreement shall not exceed the total fees paid by you to Abacus in the twelve (12) months preceding the claim. This limitation of liability shall apply regardless of the legal theory (contract, tort, negligence, or otherwise) upon which the claim is based.

Confidentiality

Each party shall maintain the confidentiality of all non-public information disclosed by the other party (the “Confidential Information”) and shall not disclose or use such Confidential Information for any purpose other than performing its obligations under this Agreement. Confidential Information includes but is not limited to Login Credentials, business data, product information, QC Documentation, AI models, software code, and pricing information. Each party shall take reasonable measures to protect the confidentiality of the other party’s Confidential Information, consistent with the measures it uses to protect its own confidential information of similar nature.

Data Privacy

Abacus collects, uses, and stores your personal data in accordance with its Privacy Notice (available on the Website). By using the Services, you consent to the collection and use of your data as described in the Privacy Notice. You are responsible for ensuring that your collection and disclosure of third-party data (e.g., customer or vendor data) complies with applicable data privacy laws.

Third-Party Links and Services

The Website may contain links to third-party websites or services. Abacus is not responsible for the content, privacy policies, or terms of use of these third-party sites or services. Your use of third-party sites or services is at your own risk.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising from or related to this Agreement shall be resolved through arbitration in Los Angeles, California, in accordance with the rules of the American Arbitration Association. The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

Modifications to Terms

Abacus reserves the right to modify this Agreement at any time by posting the updated Terms & Conditions on the Website. Your continued use of the Services after the updated Terms & Conditions are posted constitutes your acceptance of the modifications. Abacus will provide you with thirty (30) days’ prior notice of any material modifications to this Agreement.

Entire Agreement

This Agreement (including any Service-Specific Terms) constitutes the entire agreement between you and Abacus with respect to the Website, Services, and Seller System and supersedes all prior or contemporaneous agreements, representations, or understandings (written or oral) between the parties.

Assignment

You may not assign this Agreement or any of your rights or obligations herein without the prior written consent of Abacus. Abacus may assign this Agreement to any affiliate or successor-in-interest (e.g., in connection with a merger, acquisition, or sale of assets) without your consent.

Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid provision with a valid provision that achieves the original intent of the parties to the greatest extent possible.

Waiver

No waiver of any provision of this Agreement by Abacus shall be deemed a waiver of any other provision or a continuing waiver of the same provision. Abacus’s failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.