Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Toxic AI Labs, LLC, a limited liability company organized under the laws of the State of Nevada, with its principal place of business in Las Vegas, Nevada ("Toxic AI Labs," "Company," "we," "us," or "our").

These Terms govern your access to and use of any software, applications, platforms, websites, and services developed, operated, or distributed by Toxic AI Labs, including but not limited to our customer relationship management platform, Orbit (collectively, the "Services").

By accessing or using the Services, creating an account, or clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity, in which case "you" and "your" refer to that entity.

2.1 General Business

Toxic AI Labs develops and distributes software products with the intent of building sustainable businesses with strong recurring revenue. Our product portfolio may change over time, including through the addition, sale, transfer, discontinuation, or acquisition of individual products or brands. Continued availability of any specific product is not guaranteed.

2.2 Orbit CRM Platform

Orbit is a customer relationship management platform operated by Toxic AI Labs that provides tools for sales pipeline management, marketing automation, social media management and publishing, and customer service communications ("Orbit Services"). Orbit is used both internally by Toxic AI Labs and by brands within the Toxic AI Labs portfolio to communicate with, market to, and service their respective customers.

If you interact with a brand in the Toxic AI Labs portfolio (for example, by receiving marketing communications, submitting a support request, or engaging on social media), your interactions may be processed, stored, or facilitated through Orbit, regardless of whether you are a direct account holder of Orbit itself.

2.3 Portfolio Brands

Certain products and services offered under Toxic AI Labs may be branded and marketed under names other than "Toxic AI Labs" or "Orbit." Use of such branded products is likewise governed by these Terms unless a separate agreement is presented and accepted for that specific product.

You must be at least 18 years old and capable of forming a legally binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements. The Services are not directed to individuals under 18, and we do not knowingly collect information from anyone under 18.

4.1 Account Creation

To access certain features of the Services, including Orbit, you may need to register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. Toxic AI Labs is not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Business Accounts

If you register for Orbit on behalf of a business, you represent that you have authority to accept these Terms on that business's behalf, and that business is bound by these Terms.

5.1 Permitted Use

Orbit is provided for legitimate sales, marketing, social media management, and customer service purposes. You agree to use Orbit only for lawful purposes and in accordance with these Terms.

5.2 Marketing and Communications Compliance

If you use Orbit to send marketing, promotional, or transactional communications (including but not limited to email, SMS, and social media messaging), you are solely responsible for:

• Obtaining all necessary consents, opt-ins, and permissions from recipients as required by applicable law, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), CASL, GDPR, and other applicable data protection and marketing laws;
• Providing accurate sender identification and functional opt-out/unsubscribe mechanisms;
• Honoring opt-out and do-not-contact requests promptly;
• Complying with the terms of service and community guidelines of any third-party social media platforms connected to Orbit.

Toxic AI Labs is not responsible for verifying the legality of communications sent through Orbit by its users or portfolio brands, and you agree to indemnify Toxic AI Labs for any claims arising from your non-compliance.

5.3 Third-Party Integrations

Orbit may integrate with third-party platforms, including social media networks, email service providers, payment processors, and other tools. Your use of such integrations is subject to the applicable third party's terms of service and privacy policy. Toxic AI Labs is not responsible for the availability, functionality, or practices of third-party platforms.

5.4 Customer Data Within Orbit

Where Orbit is used by a portfolio brand to manage its own customers, that brand acts as the data controller (or equivalent) for its customer data, and Toxic AI Labs acts as a service provider or processor with respect to that data, processing it only as instructed and as necessary to provide the Services. Data handling practices are further described in our Privacy Policy and, where applicable, a Data Processing Addendum.

You agree not to, and not to permit any third party to:

• Use the Services for any unlawful purpose or in violation of any applicable local, state, national, or international law;
• Transmit spam, unsolicited communications, chain letters, or engage in phishing or fraudulent activity;
• Upload or transmit viruses, malware, or other malicious code;
• Attempt to gain unauthorized access to the Services, other users' accounts, or any related systems or networks;
• Reverse engineer, decompile, or disassemble any part of the Services, except to the extent such restriction is prohibited by applicable law;
• Use automated means (bots, scrapers) to access the Services without our prior written consent;
• Harass, abuse, defame, or violate the legal rights of others through the Services;
• Use the Services to collect or harvest personal information about other users or third parties in violation of applicable law;
• Resell, sublicense, or provide access to the Services to third parties without our prior written authorization;
• Interfere with or disrupt the integrity or performance of the Services.

We reserve the right to investigate and take appropriate legal action against anyone who violates this section, including suspending or terminating access to the Services.

7.1 Ownership

The Services, including all software, text, graphics, logos, trademarks, and other content (excluding User Content, as defined below), are owned by or licensed to Toxic AI Labs and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Services except the limited license expressly set forth herein.

7.2 License to Use the Services

Subject to your compliance with these Terms, Toxic AI Labs grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

7.3 User Content

"User Content" means any data, text, images, or other content you upload, submit, or transmit through the Services, including customer data, marketing materials, and communications processed through Orbit. You retain ownership of your User Content. You grant Toxic AI Labs a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display your User Content solely as necessary to provide and improve the Services.

7.4 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services, you grant us an unrestricted, perpetual, royalty-free license to use such feedback for any purpose without obligation to you.

8.1 Subscription Fees

Certain Services, including Orbit, may require payment of subscription or usage-based fees as described on our pricing pages or in an order form. Fees are due in advance on the applicable billing cycle unless otherwise agreed in writing.

8.2 Billing

You authorize us (or our third-party payment processor) to charge your designated payment method for all applicable fees. You are responsible for providing accurate and current billing information.

8.3 Non-Payment

Failure to pay fees when due may result in suspension or termination of your access to the Services. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

8.4 Taxes

Fees are exclusive of applicable taxes, and you are responsible for all sales, use, VAT, or similar taxes associated with your use of the Services, excluding taxes based on Toxic AI Labs' net income.

8.5 No Refunds

Except as required by law or expressly stated in an order form, all fees are non-refundable.

8.6 Changes to Fees

We reserve the right to modify our fees upon reasonable notice, which may be provided via email or posting to our website. Continued use of the Services after a fee change constitutes acceptance of the new fees.

9.1 Term

These Terms remain in effect for as long as you use the Services.

9.2 Termination by You

You may terminate your account at any time by following the account cancellation procedures within the applicable Service or by contacting us at info@toxicailabs.com.

9.3 Termination or Suspension by Us

We may suspend or terminate your access to the Services, in whole or in part, at any time, with or without cause or notice, including if we believe you have violated these Terms, engaged in fraudulent or illegal activity, or failed to pay applicable fees.

9.4 Effect of Termination

Upon termination, your right to access and use the Services will immediately cease. We may delete your account data following termination, subject to any data retention obligations described in our Privacy Policy. Provisions of these Terms that by their nature should survive termination (including Sections 7, 10, 11, 12, and 14) will survive.

9.5 Business Portfolio Changes

Because Toxic AI Labs' business model includes developing, acquiring, and disposing of software products and brands, a given product or brand may be sold, transferred, spun off, or discontinued. In such event, your account and data associated with that product may be transferred to a successor operator, and these Terms (or successor terms) may transfer accordingly, subject to applicable law and our Privacy Policy.

The Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Toxic AI Labs does not warrant that the Services will be uninterrupted, error-free, or secure, or that any defects will be corrected.

Toxic AI Labs does not guarantee the accuracy, reliability, or completeness of any content, data, or communications transmitted through Orbit or any other Service, including content generated or managed on behalf of portfolio brands.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

To the maximum extent permitted by law, in no event shall Toxic AI Labs, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to your use of (or inability to use) the Services, regardless of the theory of liability and even if Toxic AI Labs has been advised of the possibility of such damages.

To the maximum extent permitted by law, Toxic AI Labs' total cumulative liability arising out of or related to these Terms or the Services shall not exceed the greater of (a) the amount you paid to Toxic AI Labs for the applicable Service in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred dollars ($100).

Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless Toxic AI Labs and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your use or misuse of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of a third party, including any marketing or communications laws applicable to your use of Orbit; or (d) your User Content.

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, available at https://toxicailabs.com/privacy-policy. By using the Services, you consent to the collection and use of information as described therein.

We implement commercially reasonable administrative, technical, and physical safeguards designed to protect data processed through the Services. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.

14.2 Informal Resolution

Before filing a claim, you agree to first contact us at info@toxicailabs.com and attempt to resolve the dispute informally for at least thirty (30) days.

14.3 Arbitration Agreement

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury decide your case.

(a) Agreement to Arbitrate. You and Toxic AI Labs agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Toxic AI Labs (a "Dispute") that is not resolved informally under Section 14.2 shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court as set forth below.

(b) Arbitration Rules and Administration. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, if you are an individual using the Services primarily for personal purposes, its Consumer Arbitration Rules), as modified by this Section 14.3. The arbitration will be conducted by a single, neutral arbitrator.

(c) Seat and Location. The seat of arbitration, and the place where any arbitration hearing will be held, shall be Orange County, California. If the arbitrator determines that an in-person hearing is warranted, it will take place in Orange County, California, unless the parties mutually agree to another location or to conduct the hearing remotely.

(d) Governing Law for the Arbitration Agreement. This arbitration agreement is governed by the Federal Arbitration Act. Notwithstanding Section 14.1, the arbitrator shall apply the substantive law specified in Section 14.1 to the merits of any Dispute, except that any question regarding the enforceability, scope, or validity of this arbitration agreement shall be governed by the Federal Arbitration Act.

(e) Class Action and Jury Trial Waiver. You and Toxic AI Labs each waive the right to a jury trial and the right to participate in a class action, class arbitration, or representative action. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action and representative action waiver is found to be unenforceable as to a particular Dispute or a particular form of relief, then that Dispute or claim for relief (and only that Dispute or claim) shall be severed from the arbitration and may be brought in court, subject to Section 14.4.

(f) Small Claims Court and Injunctive Relief Carve-Outs. Either party may bring an individual action in small claims court for Disputes within that court's jurisdiction, in lieu of arbitration, so long as the matter remains in small claims court and proceeds only on an individual basis. Either party may also seek temporary, preliminary, or injunctive relief in a court of competent jurisdiction in Orange County, California, to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights, pending completion of arbitration.

(g) Arbitration Fees. Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA rules. Toxic AI Labs will pay costs and fees it is required to pay under applicable law or AAA rules to make this arbitration agreement enforceable.

(h) Opt-Out. You may opt out of this arbitration agreement by sending written notice to info@toxicailabs.com within thirty (30) days of first accepting these Terms, stating your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor Toxic AI Labs will be required to arbitrate Disputes with each other, and Section 14.4 will govern venue instead.

(i) Severability. If any part of this Section 14.3 is found to be unenforceable, the remainder shall remain in force, except that if the class/representative action waiver in Section 14.3(e) is found unenforceable in its entirety, then this entire Section 14.3 shall be null and void, and the Dispute shall proceed in court under Section 14.4.

14.4 Venue

Absent an enforceable arbitration agreement, you agree that any legal action or proceeding arising out of these Terms shall be brought exclusively in the state or federal courts located in Clark County, Nevada, and you consent to personal jurisdiction and venue in such courts.

14.5 Class Action Waiver

To the extent permitted by applicable law, you agree that any proceedings to resolve disputes will be conducted on an individual basis and not as part of a class, consolidated, or representative action.

15.1 Changes to the Services

We reserve the right to modify, suspend, or discontinue the Services (or any part thereof), temporarily or permanently, at any time, with or without notice.

15.2 Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the Services or by email prior to the changes taking effect. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes.

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms or supplemental agreements referenced herein, constitute the entire agreement between you and Toxic AI Labs regarding the Services, superseding any prior agreements.

16.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

16.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets — consistent with our business model of developing and transferring software products and brands.

16.5 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, or internet or utility failures.

16.6 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Toxic AI Labs.

16.7 Notices

We may provide notices to you via email, through the Services, or by posting on our website. You may send notices to us at info@toxicailabs.com.