Terms & Conditions

Last Updated: 02 December 2025

These Terms & Conditions (“Agreement”) govern all services provided by XCARA LLC, d/b/a Orbit CRO (“Service Provider”) to the client (“Client”). By signing any Orbit CRO Proposal, Agreement, or document referencing these Terms, the Client agrees to be bound by this Agreement.


1. Services Provided

The Service Provider will deliver ongoing Conversion Rate Optimization (“CRO”) services as described in the Proposal, including:

  • Full CRO audit

  • UX and design recommendations

  • A/B testing setup and analysis

  • Implementation guidance

  • Weekly updates

  • Monthly performance reporting

Services are limited to what is explicitly listed in the signed Proposal. Any additional work falls outside the scope of this Agreement unless agreed upon in writing.

2. What Is Not Included


The following are not included unless explicitly stated in the Proposal:

  1. Paid advertising management (Meta, Google, TikTok, etc.)

  2. Marketing strategy, email marketing, or campaign execution

  3. Creative production (photos, videos, UGC, ad creatives)

  4. Backend development, including:

    • API integrations

    • Custom apps

    • ERP or CRM connections

    • Custom Shopify functions

  5. Custom Shopify theme development or full theme rebuilds

  6. Bug fixing unrelated to CRO implementations

  7. New product development or assistance in developing new products

  8. Copywriting for non-CRO purposes (emails, ads, blogs, etc.)

  9. Project management for other teams or agencies

  10. Data tools and third-party software

    • All CRO-related tools are billed directly to the Client (e.g., Hotjar, Lucky Orange, Google Optimize alternatives, Klaviyo CDP, analytics add-ons).

The Client is solely responsible for maintaining active subscriptions and granting access to required tools.

3. Client Responsibilities

The Client agrees to:

  • Provide timely access to Shopify, apps, analytics, heatmap tools, and any required accounts.

  • Provide brand assets, product info, and relevant credentials when requested.

  • Review deliverables promptly and provide feedback within reasonable timeframes.

  • Avoid delays that could impact timelines or testing cycles.

Delays caused by the Client do not pause billing or extend timelines.

4. Payment Terms

  • The Client agrees to pay the monthly fee stated in the Proposal.

  • Payments are non-refundable, including partially used months.

  • Billing occurs monthly and automatically unless otherwise agreed in writing.

  • Failure to pay within the agreed timeframe may result in paused work or termination.

  • Chargebacks or payment disputes are strictly prohibited.

5. Minimum Commitment

The CRO Retainer requires a 3-month minimum commitment.
After this period, the Agreement continues month-to-month unless canceled in writing with 30 days’ notice.

6. No Guarantee of Results

The Service Provider does not guarantee specific outcomes, including but not limited to:

  • Revenue

  • ROAS

  • CPA

  • Conversion increases

  • Traffic levels

CRO outcomes depend on variables outside the Service Provider’s control (traffic quality, pricing, product quality, inventory, seasonality, ad performance, etc.).

7. Intellectual Property

  • Upon full payment, final deliverables (designs, CRO recommendations, A/B test setups, etc.) become the property of the Client.

  • The Service Provider retains the right to showcase non-confidential work within portfolios, case studies, or marketing materials.

  • Third-party assets (fonts, stock images, templates, apps) are subject to their own licensing terms.

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the project, unless disclosure is required by law.

9. Limitation of Liability

To the fullest extent allowed by law:

  • The Service Provider is not liable for indirect, incidental, punitive, or consequential damages, including lost profits or revenue.

  • The Service Provider’s total liability, for any claim, shall not exceed the total amount paid by the Client in the previous 30 days.

  • No liability is assumed for external systems, third-party tools, or platform failures (Shopify, Meta, Google, etc.).

10. Indemnification

The Client agrees to indemnify and hold harmless the Service Provider from any claims, damages, liabilities, or expenses arising from:

  • Client negligence

  • Misuse of deliverables

  • Violation of law

  • Issues with third-party tools or platforms

  • Actions taken by Client employees, agencies, or contractors

11. Termination

This Agreement may be terminated:

  • By the Client:
    With 30 days written notice after the 3-month minimum commitment.
    No refunds will be issued for the remaining portion of the billing cycle.

  • By the Service Provider:
    Immediately if:

    • Payment is late

    • The Client is unresponsive for 7+ days

    • The Client acts unprofessionally, abusively, or illegally

    • The project conditions violate this Agreement

All completed work up to the termination date will be billed and payable in full.

12. Modifications

Any modification to this Agreement must be made in writing and signed by both parties.
Verbal agreements are not valid.

13. Governing Law

This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

Any disputes will be resolved exclusively in the courts of Laramie County, Wyoming.

14. Force Majeure

The Service Provider is not liable for delays or failure to perform due to causes beyond reasonable control, including natural disasters, outages, pandemics, strikes, or platform malfunctions.