Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and Orth Inc., a Delaware corporation doing business as Orthogonal ("Orthogonal," "we," "us," or "our"). These Terms govern your access to and use of the Orthogonal platform, APIs, website, documentation, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1. Description of Services

Orthogonal provides a unified API platform that enables AI agents and developers to discover, access, authenticate with, and pay for third-party API services through a single integration point. Our Services include:

• An API marketplace for discovering and connecting to third-party APIs
• A unified API gateway for routing requests to third-party providers
• Pay-per-call billing and credit management
• Usage analytics and monitoring tools
• Documentation and developer resources

2. Account Registration and Security

2.1 Account Creation

To use the Services, you must create an account and provide accurate, complete information. You are responsible for maintaining the accuracy of your account information.

2.2 Account Security

You are responsible for safeguarding your API keys, credentials, and account access. You must notify us immediately at founders@orthogonal.com if you become aware of any unauthorized use of your account. We are not liable for losses arising from unauthorized use of your credentials.

2.3 Age Requirement

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services.

3. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights
• Transmit malicious code, viruses, or any destructive content
• Attempt to reverse engineer, decompile, or disassemble the Services
• Circumvent rate limits, usage restrictions, or security measures
• Resell, sublicense, or redistribute access to the Services without authorization
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services to build a competing product or service
• Scrape, mine, or collect data from the Services beyond what is provided through normal API usage
• Engage in fraudulent, deceptive, or misleading activity

We reserve the right to suspend or terminate your access if you violate these restrictions.

4. Fees and Payment

4.1 Pay-Per-Call Pricing

The Services operate on a pay-per-call model. Each API request is billed individually based on the pricing set by the underlying API provider, plus any applicable Orthogonal platform fees. Current pricing for each API is displayed in the marketplace and documentation.

4.2 Credits

You must maintain a positive credit balance to make API calls. Credits can be purchased through the dashboard. New accounts receive promotional credits as specified at sign-up. Credits are non-transferable and, except where required by law, non-refundable.

4.3 Auto Top-Up

If you enable auto top-up, your payment method will be charged automatically when your credit balance falls below the threshold you configure. You can disable auto top-up at any time through your account settings.

4.4 Taxes

All fees are exclusive of taxes. You are responsible for paying any applicable taxes, duties, or levies imposed by any governmental authority.

4.5 Refunds

Credits are generally non-refundable. If you believe you were incorrectly charged or experienced a platform error, contact us at founders@orthogonal.com within 30 days to request a review.

5. Intellectual Property

5.1 Orthogonal's Rights

Orthogonal owns all rights, title, and interest in the Services, including all software, technology, documentation, trademarks, and other intellectual property. These Terms do not grant you any rights to our intellectual property except the limited right to use the Services as described here.

5.2 Your Rights

You retain all rights to the data you submit through the Services and to the outputs you receive from API calls. We do not claim ownership of your data or outputs.

5.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use them without restriction or obligation to you.

6. Third-Party APIs

6.1 Intermediary Role

Orthogonal acts as an intermediary between you and third-party API providers. When you make an API call through our platform, your request is routed to the applicable third-party provider. We do not control and are not responsible for the content, accuracy, availability, or reliability of third-party APIs.

6.2 Third-Party Terms

Third-party API providers may have their own terms of service, acceptable use policies, and privacy practices. You are responsible for reviewing and complying with any applicable third-party terms. Your use of third-party APIs through our platform is also subject to those terms.

6.3 No Warranty on Third-Party Services

We make no representations or warranties regarding third-party APIs, including their uptime, accuracy, or fitness for any particular purpose.

7. API Usage and Rate Limits

We may impose rate limits, usage quotas, or other restrictions on your use of the Services to ensure platform stability and fair access. These limits may vary by account type, API, or usage pattern. We will make reasonable efforts to communicate applicable limits through documentation or your dashboard.

8. SMS and Voice Communications

Certain features of the Services enable you to send SMS messages and make voice calls through third-party telephony providers. By enabling these features, you agree to comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA) and carrier messaging policies.

You represent and warrant that you have obtained proper prior consent from all recipients before sending SMS messages or making voice calls through the Services. All outbound SMS messages must include opt-out instructions. We automatically process opt-out keywords (STOP, UNSUBSCRIBE, CANCEL, END, QUIT) and maintain a suppression list. You must not circumvent opt-out requests or send messages to opted-out numbers.

Telephony features may only be used for legitimate business purposes. Spam, phishing, unsolicited messages, and messages promoting illegal products or services are prohibited. Violations may result in immediate suspension of access or account termination.

9. Data Processing

Our collection and use of personal information is described in our Privacy Policy. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

10. Confidentiality

Each party agrees to protect the other party's confidential information with at least the same degree of care it uses to protect its own confidential information. Confidential information does not include information that is publicly available, already known to the receiving party, or independently developed.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Services will be uninterrupted, error-free, or secure, or that defects will be corrected. You use the Services at your own risk.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORTHOGONAL'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO ORTHOGONAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL ORTHOGONAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ORTHOGONAL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

You agree to indemnify, defend, and hold harmless Orthogonal, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your data or content transmitted through the Services.

14. Termination

13.1 By You

You may stop using the Services and close your account at any time by contacting us at founders@orthogonal.com.

13.2 By Orthogonal

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. We will make reasonable efforts to provide advance notice when possible, unless we believe immediate action is necessary to protect the platform or other users.

13.3 Effect of Termination

Upon termination, your right to use the Services ceases immediately. Any remaining credit balance may be forfeited unless a refund is required by applicable law. Provisions that by their nature should survive termination (including Sections 5, 11, 12, 13, 16, and 17) will survive.

15. Modifications to Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice via email or through the Services before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

17. Dispute Resolution

17.1 Informal Resolution

Before initiating any formal proceedings, you agree to contact us at founders@orthogonal.com and attempt to resolve the dispute informally for at least 30 days.

17.2 Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in English and held in Delaware or remotely, at the arbitrator's discretion.

17.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Orthogonal regarding the Services and supersede all prior agreements.

18.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

18.3 Waiver

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

18.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

19. Contact Information

If you have questions about these Terms, please contact us:

• Email: founders@orthogonal.com
• Website: orthogonal.com