Orbit — License Terms
Version: 2025‑09‑15
Company: UAB Qezaro, a company incorporated under the laws of the Republic of Lithuania.
Important: These License Terms apply to the use of the software product Orbit and any related modules, components, connectors, or add‑ons made available by UAB Qezaro (together, the Product). By installing, accessing, or using the Product, you agree to these License Terms. If you do not agree, do not install or use the Product.
1. Agreement
1.1. These License Terms (the Terms) form part of and are incorporated into any order form, quotation, purchase agreement, online subscription, or other document between UAB Qezaro and the legal entity identified therein (the Licensee) (collectively, the Agreement). The Agreement will specify (i) the Licensee’s identity, (ii) the Product and any specific modules enabled, (iii) user quantities or usage metrics, and (iv) the applicable fees.
1.2. Any cancellation, termination, or modification of rights granted under these Terms is governed exclusively by these Terms and the Agreement. Cancellation of these Terms does not affect licenses for third‑party products acquired separately by the Licensee.
2. License Grant
2.1. Subject to Licensee’s continuous compliance with the Agreement and payment of applicable fees, UAB Qezaro grants Licensee a non‑exclusive, non‑transferable, non‑sublicensable right to use the Product during the Subscription Term (defined below) solely for Licensee’s internal business purposes.
2.2. Installation, access, or use of the Product constitutes acceptance of these Terms. If Licensee does not accept the Terms, the Product may not be installed, accessed, or used.
2.3. Unless expressly stated otherwise in the Agreement, the license includes access to generally available updates and new versions released during the active Subscription Term.
3. Scope of Use
3.1. Authorized Users. Use of the Product is permitted by:
A. employees of the Licensee acting within the scope of their employment; and
B. external individuals (e.g., consultants) performing work on behalf of the Licensee using Licensee’s data.
3.2. Licensee is responsible for all acts and omissions of Authorized Users and any third parties who gain access through the Licensee.
3.3. Licensee will not (and will not permit others to): copy, distribute, sell, resell, rent, lease, lend, sublicense, or otherwise make the Product available to third parties except as expressly permitted in these Terms.
4. License Model
4.1. Subscription. The Product is licensed on a subscription basis tied to users and/or other usage metrics described in the Agreement (the Subscription). The license is valid only for the Subscription Term and immediately expires upon its lapse or termination.
4.2. Upon expiration or termination of the Subscription, all rights to use the Product cease immediately. Continued use thereafter may constitute infringement of intellectual property rights and may give rise to claims for damages or injunctive relief.
5. Product Nature; Modifications
5.1. The Product is provided as a standard product. Licensee is responsible for determining whether the Product meets its requirements.
5.2. To receive support for new versions and to maintain compatibility, Licensee must keep the Product reasonably up‑to‑date. Qezaro may maintain a release log defining the most recently delivered and approved version.
5.3. Where the Product is deployed on‑premises or in the Licensee’s environment, Qezaro has no obligation to maintain any Licensee‑specific modifications, and changes performed by or for the Licensee are at the Licensee’s sole risk. Services for analysis, customizations, upgrades, migrations, or integrations are provided, if agreed, on a time‑and‑materials basis at Qezaro’s then‑current rates.
6. Subscription Services and Updates
6.1. Maintaining the license requires an active Subscription. An extension of enabled modules or metrics will result in a corresponding fee adjustment. Subscription prices may be adjusted annually unless otherwise agreed.
6.2. With an active Subscription, Licensee is entitled to receive and use Product updates as released, including bug fixes, enhancements, and legal or policy adaptations. Installation and implementation of updates in Licensee’s environment are Licensee’s responsibility; Qezaro can assist for additional fees.
7. Intellectual Property
7.1. UAB Qezaro (and its licensors) retains all right, title, and interest in and to the Product, including all associated intellectual property rights.
7.2. Except as expressly permitted, Licensee will not: (i) remove proprietary notices; (ii) circumvent technical restrictions; (iii) access the Product to build a competitive product or service; or (iv) permit use outside the scope in Section 3.
7.3. Any violation of this Section is a material breach entitling Qezaro to terminate the license immediately in accordance with Section 13.
8. Reverse Engineering
8.1. Licensee will not reverse engineer, decompile, or disassemble the Product except to the limited extent permitted by mandatory law, and then only after providing prior written notice to Qezaro.
9. Limited Warranty (6 Months)
9.1. For six (6) months from delivery/first availability (the Warranty Period), Qezaro warrants that the Product will operate substantially in accordance with the applicable user documentation.
9.2. If during the Warranty Period the Licensee demonstrates a material, reproducible non‑conformity that prevents key business functions (an Important Defect), Qezaro may, at its sole discretion:
A. provide a revised version at no additional charge;
B. remediate the defect at no additional charge;
C. refund the fees actually paid for the affected portion of the Product for the applicable period (less reasonable use value); or
D. refund the fees for the applicable period and terminate the Agreement with respect to the Product.
9.3. The remedies in this Section are Licensee’s exclusive remedies for warranty claims.
10. Disclaimer; Limitation of Liability
10.1. Except as expressly stated in Section 9, the Product is provided “as is” and “as available.” Qezaro disclaims all other warranties, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, and non‑infringement.
10.2. Indirect Damages. Qezaro is not liable for indirect, incidental, special, punitive, or consequential losses, including lost profits, lost savings, loss or corruption of data, or business interruption.
10.3. Liability Cap. Qezaro’s aggregate liability arising out of or related to these Terms will not exceed the fees actually paid by Licensee for the Product during the six (6) months preceding the event giving rise to liability.
10.4. Nothing in these Terms limits liability that cannot be limited under applicable law.
11. Force Majeure
11.1. Qezaro is not liable for delays or failures caused by events beyond its reasonable control, including acts of God, utility failures, outages or downtime of third‑party platforms, government actions, labor disputes, or similar events.
12. Breach
12.1. Qezaro may suspend or terminate the Subscription (in whole or in part) with immediate effect if Licensee materially breaches these Terms and fails to cure (where curable) within a reasonable period after written notice.
12.2. Licensee may terminate for Qezaro’s material breach if not cured within a reasonable period after written notice.
12.3. Fees already paid are non‑refundable except as expressly provided in Section 9 or where mandatory law requires otherwise.
13. Term and Termination
13.1. The Subscription term is one (1) month or twelve (12) months, invoiced in advance, as specified in the Agreement (the Subscription Term). Unless terminated as provided herein, the Subscription renews automatically for successive terms of the same length.
13.2. Licensee may cancel effective at the end of a Subscription Term by giving at least one (1) month’s prior written notice, or no later than the 10th day of the last month of the current term, whichever is earlier (unless the Agreement states otherwise).
13.3. Qezaro may terminate for convenience with two (2) months’ notice. If Qezaro discontinues development or updates of the Product, Qezaro may terminate the Subscription on six (6) months’ notice.
14. Effects of Expiration or Termination
14.1. Upon any expiration or termination, Licensee must immediately cease all use of the Product, uninstall it, and delete or destroy all copies and related materials in its possession or control.
14.2. Upon request and subject to Section 18 (Data Protection), Qezaro may provide reasonable export tools or assistance for Licensee’s data if technically available; additional fees may apply.
15. Fees and Payment
15.1. Subscription fees are payable monthly or annually in advance as specified in the Agreement. For renewals, invoices are typically issued approximately fourteen (14) days before the new term begins.
15.2. Late payments may accrue default interest at the maximum rate permitted by law and may result in suspension of access after prior notice.
16. License Validation; Telemetry; Privacy Notice
16.1. The Product may periodically transmit license‑related information to validate proper licensing and active Subscription status. This may include Licensee identifier, Product name and version, license key/serial, and usage metadata.
16.2. Aggregated or de‑identified data may be used to improve license validation routines and Product performance and services. Upon expiry of the Subscription, license‑specific data will be deleted or archived in accordance with Qezaro’s retention policies.
16.3. Processing of personal data is governed by Section 18 (Data Protection) and Qezaro’s privacy documentation.
17. Trial Period
17.1. Qezaro may offer a 30‑day trial for the Product beginning on the date of first installation or use. During the trial, Licensee receives a non‑exclusive, non‑transferable right to use the Product solely for evaluation under these Terms.
17.2. Qezaro may terminate trial access immediately for breach. Upon trial expiry, continued use requires a paid Subscription.
18. Data Protection (GDPR)
18.1. To the extent Qezaro processes personal data as a processor on behalf of the Licensee, the parties will enter into a data processing agreement (DPA) compliant with Article 28 GDPR. In the absence of an executed DPA, Qezaro’s standard DPA shall apply.
18.2. Licensee is the controller of personal data it inputs into or otherwise processes through the Product and is responsible for the lawfulness of such processing and for providing required notices to data subjects.
18.3. Qezaro will implement appropriate technical and organizational measures to protect personal data, considering the nature of processing and risks involved.
19. Governing Law and Venue
19.1. These Terms and all disputes arising out of or in connection with them are governed by the laws of the Republic of Lithuania, excluding its conflict‑of‑laws rules.
19.2. Unless otherwise agreed, disputes shall be subject to the exclusive jurisdiction of the competent courts in Vilnius, Lithuania. This does not limit either party’s right to seek interim injunctive relief in any competent court.
20. Notices
20.1. Notices must be in writing and deemed given when delivered by courier, registered mail, or email to the contacts specified in the Agreement. Licensee is responsible for keeping its contact details current.
21. Miscellaneous
21.1. Assignment. Licensee may not assign, transfer, or novate the Agreement or these Terms without Qezaro’s prior written consent; Qezaro may assign to an affiliate or in connection with a merger, sale, or corporate reorganization.
21.2. Severability. If any provision is held invalid, the remaining provisions remain in full force and effect.
21.3. No Waiver. Failure to enforce any provision is not a waiver of future enforcement.
21.4. Entire Agreement; Order of Precedence. These Terms, the Agreement, and any referenced policies or DPA constitute the entire agreement for the Product. In case of conflict, the order of precedence is: (1) the Agreement (including any explicitly negotiated terms), (2) these Terms, (3) referenced policies/DPA.
21.5. Amendments. Qezaro may update these Terms from time to time. Material changes will be notified to Licensee, and continued use of the Product after the effective date constitutes acceptance of the updated Terms.
UAB Qezaro