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Terms of Services

Last updated: April 2, 2018

TERMS OF SERVICE

These terms of service (“Terms”) govern Orangenius, Inc.’s, a Delaware corporations (“Orangenius”, “ our”), relationship with users (“users”, “we”, “you”) of the Orangenius platform, presently located at orangenius.com, and all other websites, sub-domains, software applications, newsletters, blogs, materials, and services of ours relating to the platform, whether now offered or offered at a future date (collectively “Services”).

By creating a Member Account (as defined below), or using or accessing the Services, you (including, without limitation, if you are using our Services on behalf of a company or other entity) accept these Terms, which means that you are entering a legally binding contract with Orangenius, Inc. Please read these Terms fully and carefully. If you do not accept these Terms, do not create a Member Account, or use or access any of our Services.

Your use of our Services is also subject to our Privacy Policy, all such additional terms and conditions are incorporated into these Terms.

REGISTRATION; MEMBERSHIPS.

Registered users of the Services are a “Member”. An unregistered user of the Services is a “Visitor”. These Terms apply to all users of the Services, but certain provisions of these Terms may apply only to Members. If you choose to not register a Member Account, you still may access certain features of the Services as a Visitor.

Certain features of the Services are available only to Members. When you register to become a Member, you will be given the option to choose between our different membership tiers. If you register using our app, you will not be part of a tier. Upon logging into your account, through a web browser, you will be asked to choose a tier.

All members initial registration is for a basic membership. We do not charge a fee for a basic membership. We charge certain fees for other membership tiers and other paid Services (collectively, “ Fees”). Fees can only be paid after a user has registered for a basic account.

FEES

All Fees are in U.S. dollars. Fees are billed automatically to the credit card or other payment method (each, a “Payment Method”) designated by you when you create your Member Account or when you update the Payment Method associated with your Member Account.

Certain paid Services are purchased on a subscription basis. All monthly or other periodic Fees for such paid Services are billed at the start of each applicable period unless you terminate your Member Account prior to the start of the subsequent applicable period. Such periodic Fees will not be reduced if you elect to not use or access the applicable Services during the applicable period.

Non-periodic Fees are billed when you complete a relevant transaction for which such Fees are charged. You hereby authorize Orangenius, and its affiliates and/or authorized third parties, to charge the Payment Method associated with your Member Account for the relevant Fees and any other related charges (including applicable taxes) for the Fees then effect. Notwithstanding anything to the contrary contained herein, all Fees are subject to change, subject to applicable law. We will notify members by email prior to any fee changes but cannot guarantee that members will receive these notices.

If we are unable to process your payment using your designated Payment Method, we reserve the right to charge any other credit card or other Payment Method we have on file for you. Upon any failure to process payment for paid Services, we reserve the right, in our sole discretion, to cease providing such paid Services to you, limit your access to certain features of the Services, or both. Orangenius does not provide refunds on any Fees unless you qualify for a refund under the laws applicable in your jurisdiction. If you sign up for any free trial of paid Services and elect not to purchase such paid Services after the trial period ends, you will not be eligible to sign up for another free trial for such paid Services.

PAYMENT PROCESSOR

Orangenius uses a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Member Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Terms. Our current Payment Processor is Stripe , and your payments are processed by Stripe in accordance with Stripe’s terms of service and privacy policy . You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. See our Pricing Page You agree to make payment using the Payment Method you provide with your Member Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that we do not control and are not liable for the security or performance of the Payment Processor and that we reserve the right to immediately change our Payment Processor at any time without notice to you and in our sole discretion, and you agree to abide by and act in accordance with any new Payment Processor’s terms of service, privacy policies, and other similar agreements.

Third-Party Services (as defined below) purchased via the Services may be subject to different refund policies that those Third-Party Service providers determine, and they may be non-refundable. The purchase terms and conditions for such Third-Party Services should be displayed during the purchase process, such as through a link to the purchase terms and conditions. Or on the Third-Party’s website. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that it is your sole responsibility to verify your ability to purchase, cancel, or obtain a refund for a Third-Party Service and we are not liable for your inability to obtain a refund for a Third-Party Service.

ACCOUNT INFORMATION

You may create a member account (“Member Account”) by providing us with your name, email address, and geographic area (a specific addresses is not required), and by creating a password, or you may create a Member Account using permitted social media authentication, such as Facebook. You shall also not misrepresent your identity or any biographical information in connection with your Member Account. You are solely responsible for keeping your password secure and confidential and maintaining the accuracy of the information associated with your Member Account. Orangenius does not have access to your password. If you no longer have access to your password, please use the “Forgot Password” link on the login screen. If you no longer have access to the email you used to sign up, please contact support

You are solely responsible for any access to or use of the Services through your Member Account, including purchases of any paid Services or Third-Party Services. You shall promptly notify us of any authorized access to or use of your Member Account. You understand and acknowledge that Orangenius is not meant to be, and does not accept the responsibility to act as, your data repository of record. You should retain copies and records of all documents, images, materials, and other information uploaded to the Orangenius platform, any Third-Party Service, or otherwise associated with your Member Account.

USER RESTRICTIONS

You shall not at any time, without our express advanced written consent in each instance or otherwise explicitly and expressly provided by these Terms, whether you are a Member, Visitor, or otherwise: (1) transfer, rent, lease, lend, sell, resell, sublicense, or otherwise commercially exploit the Services or Third-Party Services or any feature of the Services or Third-Party Services, in whole or in part; (2) use, distribute, modify, create derivative works from, or copy the Services or Third-Party Services or any feature of the Services or Third-Party Services or any Member profile, including any User Content, (as defined below), in whole or in part; (3) decompile, reverse engineer, disassemble, attempt to derive the source code or underlying algorithms of the Services or Third-Party Services or any feature of the Services or Third-Party Services; (4) develop, support, or use any software, devices, scripts, “bots”, “spiders”, or any other technology or processes to scrape the Services or Third-Party Services or otherwise harvest data from the Services or Third-Party Services, in whole or in part, or otherwise copy Member profiles, any User Content, and other information or data from the Services or Third-Party Services; (5) attempt to gain unauthorized access, or permit unauthorized access, to the Services or Third-Party Services or any feature of the Services or Third-Party Services (including any Member Account) or any of our related systems or networks, or bypass any measures we take to restrict access to the Services or Third-Party Services; (6) publish or link to malicious content intended to damage or disrupt Orangenius, our affiliates and licensees, or another user’s software or hardware; (7) take any action that we, in our sole discretion, deem to impose or to potentially impose an unreasonable or disproportionately large load on our network or systems; (8) submit or post any information or content on the Orangenius platform or any Third-Party Services, or otherwise contact any other user with information or content, that is abusive, harassing, threatening, obscene, defamatory, or racially, sexually, religiously, or otherwise objectionable and offensive; (9) remove any copyright, trademark, or other intellectual property notices from the Services or Third-Party Services or other intellectual property of ours or of any Member; or (10) use or attempt to use the Services or Third-Party Services in any manner that violates any applicable law or violates or infringes rights of any other party, including copyright, publicity, privacy, or other intellectual property rights.

USER OBLIGATIONS

You shall (1) use the Services only as expressly permitted by these Terms, or for Third-Party Services, as expressly permitted by these Terms and all applicable additional or different terms of service, licenses, or similar agreements for the use of a Third-Party Service; (2) not violate any of the restrictions stated herein; and (3) not breach, in whole or part, directly or indirectly, any of these Terms.

ELIGIBILITY

The Services are not for use by anyone under the age of 13 (“Minimum Age”). You must be the Minimum Age to have a Member Account. If the law applicable to your jurisdiction requires that you must be older than the Minimum Age for us to lawfully provide the Services to you without parental consent (including using your personal information), then the minimum age under such applicable law will be the Minimum Age for purposes of these Terms. Third-Party Services will be subject to their own eligibility requirements, as which may be started in different terms of service, licenses, or similar agreements for the use of a Third-Party Services.

CONTESTS; SWEEPSTAKES

In addition to these Terms, we may offer contests, sweepstakes, or other promotions that may have additional and/or specific rules different from these Terms. By participating in any contest, sweepstake, or other promotion, you agree to be bound by all additional terms and conditions associated therewith. Such additional terms or rules will be provided to you at the time you enter any contest, sweepstake, or other promotion. Notwithstanding anything to the contrary contained herein, the rules of a specific contest, sweepstake, or other promotion will take priority over these Terms in the event there is a conflict between these Terms and any contest, sweepstake, or other promotion rules unless otherwise noted specifically in the contest, sweepstake, or other promotion rules.

INTELLECTUAL PROPERTY

The Services and Third-Party Services are protected under various domestic and international copyright, trademark, and other applicable laws. Orangenius retains all interests of every kind in and to the Services, including all intellectual property rights. Our name, logos, overall brand, and the name of various Services we offer, including, without limitation, the trademarks and service marks for Orangenius® and its logo, Artrepreneur™, and Art Law Journal™, are intellectual property owned by us, and no right or license is granted to you to use such trademarks. Additionally, you may not use other copyrighted material, trademarks, service marks, and logos of our affiliates and licensees, including, without limitation, the Third-Party Service providers Stripe, Mentored, Escrow.com, or any of our marketing partners_ without such affiliate or licensee’s permission.

As between you and Orangenius, all right, title, and interest in and to the Orangenius platform, websites, sub-domains, software applications, newsletters, blogs, and other materials, along with the selection, coordination, arrangement, and organization of all materials found on Orangenius’ sites, is owned entirely by Orangenius (or its applicable affiliates) and protected under domestic and international copyright and other similar intellectual property laws. Subject to all Terms, Orangenius grants you permission to access the Services and Third-Party Services for the stated purposes herein.

USER CONTENT

Certain features of the Services and Third-Party Services allow you to create, store, and share information and content with others (individually and collectively, “User Content”), including, without limitation, artwork that you upload to the Orangenius platform. You retain all ownership interest(s) in and to all of your User Content and Orangenius will not be deemed the owner of any User Content, but you hereby grant to us, and our affiliates and licensees, a non-exclusive worldwide, royalty-free, fully paid-up, perpetual, sublicensable, transferrable, and irrevocable license to copy, distribute, display, transmit, and store your User Content for purposes of providing the Services and Third-Party Services to you and our users, Members, and Visitors. We will make commercially reasonable efforts to store and process User Content securely in accordance with our Privacy Policy .

You understand and acknowledge that (1) you are solely responsible for any User Content shared on the Orangenius platform or via Third-Party Services with others, and (2) using the Services or Third-Party Services to create, store, or share User Content that violates any applicable law or violates or infringes the rights of any other party, including, without limitation, copyright, trademark, publicity, privacy, and intellectual property laws, and rights, will be deemed a material breach of these Terms. You represent and warrant that your use of the Services and Third-Party Services (including creating, storing, or sharing any User Content) will not violate any applicable law or violate or infringe the rights of any other party, including, without limitation, copyright, trademark, publicity, privacy and intellectual property laws and right. For the avoidance of doubt, you understand and acknowledge that your access to or use of the Services is at all times subject to our privacy policy.

CONTRIBUTOR RIGHTS

We hope you’ll agree that our collaboration tool sets Orangenius apart from all other art-related online services. Through this feature, you can invite someone – registered or otherwise, to be listed as a contributor on a piece of artwork that you have uploaded onto the Orangenius Site. Of course, only someone who registers with us will be able to list himself or herself as a contributor. Once someone accepts an invitation to contribute to an artwork for which you’re listed as the “administrator,” or you as an administrator accept a request for someone to be a contributor, that work will be available on the contributor’s artwork page, which can then be accessed on the contributor’s portfolios and shown to Orangenius members or anyone with the link to that artwork, whether received via a search engine or sent directly. A contributor will continue to have rights to display the artwork on his or her own Orangenius page even after you have terminated your membership or asked us to delete your personal information.

Only an admin can make changes to the details of a work. Should a contributor want to add information or make changes, he or she should contact the administrator of the work, or make a request to the administrator to have the artwork transferred to you. An admin transfer can only occur if the admin accepts the request and initiates the transfer. If you are a copyright holder and the admin refuses to transfer admin control of an image to you as the legally entitled copyright holder, the appropriate procedure is to initiate a DMCA takedown request and upload the image to your account where you will be the admin for that image.

USER CONDUCT.

Certain features of the Services or Third-Party Services allows you to message or otherwise communicate with other users, Members or Visitors. You shall use such features in accordance with these Terms. You shall not submit or post any message or other communication which is abusive, harassing, threatening, obscene, defamatory, or racially, sexually, religiously, or otherwise objectionable and offensive. Submitting or posting any message or other communication will be deemed a material breach of these Terms. Notwithstanding anything to the contrary contained herein, we reserve the right to limit your use of the Services or Third-Party Services, in whole or in part, and we reserve the right to restrict, suspend, or terminate your Member Account if we believe that you are in breach of these Terms or in violation of any applicable law.

LIKENESS .

You grant permission to Orangenius, and its affiliates and licensors, the non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, sublicensable, transferrable, and irrevocable license to utilize your name, image, likeness, biographical materials, and statements made through your use of the Services and Third-Party Services or during any Orangenius affiliated live or digital event, including, without limitation, a live art exhibition, educational workshop, or on our Expert platform, in any manner, in any medium or context, without further authorization from you or anyone acting on your behalf, for the purposes of providing the Services to you (including third parties providing Third-Party Services to you) and our other users, Members, and Visitors, for promoting Orangenius live events, and/or recorded events _or any other related promotional activities.

MARKETPLACE

All uses of the Orangenius Marketplace are subject to our Marketplace Rules of Conduct, all such additional terms and conditions are incorporated into these Terms.

COMPLAINTS REGARDING CONTENT.

We respect the intellectual property rights of others. Information and content posted by users must be accurate and not in violation of the intellectual property rights, privacy rights, or other rights of other parties. If you are a copyright owner or an agent thereof and believe, in good faith, that any User Content provided through the Services infringes on your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (Title 17 U.S.C Section 512) (“DMCA”) either by using our automated DMCA take-down feature, or sending an email in accordance with our DMCA policy to Orangenius’ designated copyright agent at [email protected]. For additional information, please see our DMCA Policy , all such additional terms and conditions are incorporated into these Terms. Likewise, please contact our office at [email protected] if you believe any other of your intellectual property rights have been violated, including, without limitation, your trademarks or publicity rights.

THIRD-PARTY SERVICES; LIMITS.

The Services may enable and/or require access to or use of other third-party services and software of our affiliates or licensees including, but not limited to, Stripe, Mentored, and Escrow.com. You understand and acknowledge that your use of the Services in connection with Third-Party Services may be subject to your acceptance of additional or different the terms of service, licenses, or similar agreements for such Third-Party Services and that we do not control what terms, conditions, and privacy policies are offered by such third-parties, how a third-party manages personal information that they may collect, how a third party charges you for their services, and how and when those third parties modify or amend their terms. We encourage you to review all terms offered by a third party prior to using any Third-Party Service. For the avoidance of doubt, your use of all Third-Party Services is at your own risk and we are not responsible for any damages or other losses you may incur through using any Third-Party Services.

EXPERT SERVICES.

As part of the Services and from time to time, Orangenius may make available to you Third-Party Services in the form of Expert services (“ Expert Services”). Unless otherwise expressly and explicitly stated in writing by Orangenius, such Expert Services are Third-Party Services, even if such Expert Services appear on a sub-domain of orangenius.com, including Expert.orangenius.com. For the avoidance of doubt, such Expert Services are subject to additional or different terms of services, privacy policies, licenses, and other similar documents as offered by such third parties. These additional terms of services, privacy policies, licenses, and other similar documents, will be communicated to you prior to your acceptance of any Expert Services through being displayed during the purchase and/or acceptance process for such Expert Services, such as being made available through a link to the Expert Services provider’s terms and conditions. For the purpose of Expert Services, you understand and agree that Orangenius and any applicable Expert Service third-party provider are not: (1) responsible or liable to you, or your child, in any manner for your inability to use the Expert Services; (2) making any representations regarding the competency, trustworthiness, honesty, integrity and/or behavior of any mentor or student, or the truth or accuracy of any Expert Services posting or listing, and it is solely up to you to verify the accuracy, completeness, appropriateness and/or usefulness of such information and whether or not you can rely on the same; (3) directly providing any Expert Services and neither Orangenius nor any Expert Service provider has control over the quality of Expert Services; (4) providing you with any representations or warranties regarding your interactions with other users on the Expert Services platform, excepting only if the Expert Service provider provides you with any of their own representations or warranties within their own terms, policies, licenses, and other similar documents (For the avoidance of doubt, Orangenius is not subject to any terms contained a Expert Service provider’s terms, policies, licenses, and other similar documents unless explicitly and expressly stated herein); and (5) supervising any in-person or digital Expert Services session. You may not reproduce, in any form, or incorporate into any information retrieval system, any content found on the Expert Services platform. Without limiting anything else contained in these Terms, you also agree to indemnify and hold Orangenius and any Expert Service provider, their parents and all of the foregoing’s respective parents, affiliated entities, agents, officers, directors, owners, and employees, harmless from and against any and all claims, expenses (including reasonable attorney’s fees), damages, suits, costs, demand, and/or judgments whatsoever, made by any third party arising out of or incurred in connection with your use, whether directly or indirectly, of the Expert Services, any dispute between you and a mentor, student, or other user of the Expert Services, and/or your violation of any rights of another individual or entity while using the Expert Services. Additionally, in the event you are a parent or legal guardian and you provide consent for your child to use Expert Services, you acknowledge and agree that your child is over the age of 13 and you agree to be bound by these Terms and any additional terms related to the Expert Services as contemplated in this paragraph, as if you were a direct signatory to these Terms. Without limiting any of the foregoing, each applicable Expert Service provider reserves the right to prohibit the use of any conduct or content by anyone as part of the Expert Services and has the unfettered discretion with respect to your continued use of the Expert Services.

THIRD-PARTY LINKS.

The Services may contain links to third-party content for the convenience of users, for advertising purposes, or for other functions related to Orangenius’ general business activities. Our linking or embedding third-party content within the Services does not imply an advertisement of endorsement of any good, service, product, or otherwise. Orangenius is not responsible for any such linked content and expressly disclaims, without limitation, any responsibility for any third-party content, the accuracy of any such information, or the quality of such products and services.

TERM; TERMINATION

These Terms are effective on the earlier of (1) the date you accept these Terms, or (2) the date you first access, download, install, or otherwise use the Services. These Terms will continue until terminated in accordance herewith. These Terms automatically terminate upon your breach hereof or failure to comply with any of the limitations set forth herein, as determined by us in our sole discretion. Upon any termination of hereof, you shall cease all use of the Services and Third-Party Services via the Orangenius platform(s). Notwithstanding anything to the contrary contained herein, we may terminate these Terms at any time for any reason, with or without notice to you. You may terminate these Terms, as between you and us, at any time by ceasing to use the Services.

SERVICES SUBJECT TO CHANGE.

We may add, change, discontinue, remove, or suspend the Services or Third-Party Services, in whole or part, at any time, without any notice to you and without any liability. Orangenius reserves the right, in our sole discretion, to change how Orangenius operates at any time for any reason whatsoever and to block, remove, or moderate any User Content.

DISCLAIMER.

THE SERVICES AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE.” YOUR USE OF THE SERVICES, AND ANY THIRD-PARTY SERVICES, IS ENTIRELY AT YOUR OWN RISK AND YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE OF CAUTION WHILE USING THE SERVICES AND ANY THIRD-PARTY SERVICES. ORANGENIUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND ORANGENIUS EXPLICITLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE; (2) THAT DATA WILL NOT BE LOST; (3) THAT THE SERVICES OR THIRD-PARTY SERVICES WILL RESULT IN SALES FOR YOU OR RESULT IN SPECIFIC EDUCATIONAL, SUCCESS, OR OTHER BENEFICIAL ACHIEVEMENTS; (4) THAT THE SERVICES OR THIRD-PARTY SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (5) THAT THE SERVICES OR THIRD-PARTY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR HARMFUL CODE; (6) THAT THE SERVICES OR THIRD-PARTY SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, NETWORK, SYSTEM, OR DATA; AND (7) THAT THE SERVICES OR THIRD-PARTY SERVICES ARE COMPLIANT WITH ALL LAWS OR GOVERNMENT RULES OR REGULATIONS. ADDITIONALLY, THE SERVICES OR THIRD-PARTY SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF COMPUTER SOFTWARE AND HARDWARE, THE INTERNET, AND ELECTRONIC COMMUNICATIONS AND THAT THE SERVICES OR THIRD-PARTY SERVICES MAY CONTAIN INACCURACIES AND OMISSIONS AND WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DEFECTS, OR DAMAGES OF ANY KIND RESULTING FROM SUCH LIMITATIONS, DELAYS, AND OTHER PROBLEMS, INCLUDING, WITHOUT LIMITATION, ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

YOU ALSO UNDERSTAND THAT ORANGENIUS DOES NOT MONITOR ALL USER CONTENT FOUND WITHIN THE SERVICES OR THIRD-PARTY SERVICES FOR OFFENSIVE, INDECENT, OBJECTIONABLE, OBSCENE, OR UNLAWFUL USER CONTENT, THAT ORANGENIUS IS NOT UNDERTAKING ANY OBLIGATION OR LIABILITY TO YOU REGARDING ANY USER CONTENT, AND THAT WE ARE NOT LIABLE TO YOU FOR DAMAGES, UNDER ANY LEGAL THEORY, RELATED TO ANY USER CONTENT.

AS BETWEEN YOU AND ORANGENIUS, ALL DISCLAIMERS CONTAINED HEREIN APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICES. WE ENCOURAGE YOU TO REVIEW ALL ADDITIONAL TERMS APPLICABLE TO THIRD-PARTY SERVICES PRIOR TO USING ANY THIRD-PARTY SERVICE.

SOME LAWS DO NOT ALLOW FOR CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

Limitation of Liability. ORANGENIUS, ALONG WITH OUR AFFILIATES AND LICENSEES (INCLUDING THIRD-PARTY SERVICE PROVIDERS, AND ALL OF THE FOREGOING’S RESPECTIVE PARENTS, AFFILIATED ENTITIES, AGENTS, OFFICERS, DIRECTORS, OWNERS, AND EMPLOYEES WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, PERSONAL INJURY, PROPERTY DAMAGES, NEGLIGENCE, WARRANTY, OR STRICK LIABILITY, DIRECTLY OR INDIRECTLY ARISING UNDER THESE TERMS (INCLUDING HAVING NO RESPONSIBILITY FOR THE ACTIONS OF OUR OTHER USERS), INCLUDING, WITHOUT LIMITATION, YOUR USE OF THE SERVICES OR THIRD-PARTY SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFOCEABLE FOR ANY REASON, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF (1) $1,000.00 USD, OR (2) THE AMOUNT OF FEES PAID TO US BY YOU FOR OUR PAID SERVICES IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM.

WITHOUT LIMITING THE FOREGOING, YOU HEREBY WAIVE ANY CLAIMS OR DAMAGES THAT YOU MAY OR ACTUALLY HAVE AGAINST US, WHETHER KNOWN OR UNKNOWN, ALONG WITH OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, ARISING OUT OF OR ANY WAY CONNECTIONED WITH YOUR USE OF THE SERVICES OR THIRD-PARTY SERVICES. FOR THE AVOIDANCE OF DOUBT, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR THIRD-PARTY SERVICES IS TO STOP USING THE SERVICES OR THIRD-PARTY SERVICES.

RELEASE AGAINST USERS.

Without limiting any other provision herein, in the event a dispute arises between you and any other user (whether a Member or Visitor) under any legal theory, you hereby release us, our subsidiaries, affiliates, officers, employees, agents, partners and licensors from any and all claims, demands, and damages (whether actual, consequential, or both) of every kind and nature, known and unknown, arising out of or in any way connected with any such dispute.

CALIFORNIA WAIVER

If you are a resident of the State of California, you hereby acknowledge and agree that you fully understand, and waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

INDEMNIFICATION

You agree to indemnify us, along with our affiliates (including all Third-Party Service providers), licensees, and all of the foregoing’s respective parents, affiliated entities, agents, officers, directors, owners, and employees, from and against any and all claims, expenses (including reasonable attorney’s fees), damages, suits, costs, demand, and/or judgments whatsoever, arising out of or incurred in connection with your use, whether directly or indirectly, of the Services or Third-Party Services. You shall also provide the foregoing parties prompt and reasonable cooperation in the event any of the foregoing parties is entitled to indemnification hereunder. The provisions of this paragraph are made for the benefit of all parties referenced herein, and each of each of these parties shall have the right to assert and enforce these provisions directly against you on its own behalf.

CHANGES

We may change these Terms (including, without limitation, our Privacy Policy and our other policies relating to the Services, our arbitration policy and marketplace rules) at any time without notice to you in our sole and absolute discretion. Notwithstanding the foregoing, if we make a material change to these Terms (or any of our other policies relating to the Services or Third-Party Services, including, without limitation, our Privacy Policy), we will use our best efforts to notify you, through our Services or by email, to provide you the opportunity to review the changes before they become effective. If you object to any changes, you may close your Member Account. Your continued use of the Services after we publish or send a notice about any changes to these Terms constitutes that your consent to the updated Terms.

GENERAL

These Terms, and all matters arising out of or relating to these Terms, including all tort and fraud claims, are exclusively governed by laws of the State of New York, without regard to its conflict of laws principles. You agree that a violation of these Terms by you may result in irreparable harm to us, where monetary damages may be inadequate, and you hereby agree that we may seek injunctive relief. Any and all disputes or claims arising out of or relating in any way to the Services or these Terms will be resolved through arbitration subject to our arbitration policy (“ Arbitration Policy ”), all such additional terms and conditions are incorporated into these Terms. Notwithstanding anything to the contrary contained herein, you may not pursue any action, regardless of form (whether arbitration or judicial), against us, along with our affiliates (including all Third-Party Service providers), licensees, and all of the foregoing’s respective parents, affiliated entities, agents, officers, directors, owners, and employees, arising out of your use of the Services or Third-Party Services, unless such action is brought by you within one (1) year following the event that gave rise to the cause of action. After such time period has expired, all such actions are permanently barred.

You understand and agree that Orangenius is not liable for any failure of performance due to any cause beyond its control, including, without limitation, acts of God, fire, explosion, vandalism, terrorism, weather disturbances, national emergencies, riots, wars, labor difficulties, supplier failures, shortages, breaches, action or request by any government, suspension of existing service in compliance with state or federal law, rule, or regulations.

You understand and acknowledge that (1) you are waiving your rights to jury trial and/or to participate in a class or representative action; (2) the Federal Arbitration Act governs the interpretation and enforcement of the Arbitration Policy ; and (3) with respect to any and all disputes or claims arising out of or relating in any way to the Services, Third-Party Services, or these Terms, the Arbitration Policy supersedes any contrary terms regarding dispute resolution in any other agreement between you and Orangenius.

NOTICE

All notices permitted or required under these Terms must be in writing and delivered to us by email at [email protected] or through our Contact Page. If any provision of these Terms is held to be unenforceable for any reason, it will be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the fullest extent possible. In any event, all other provisions of these Terms will be deemed valid and enforceable to the fullest extent possible.

No failure or delay by us to insist upon the strict performance of any term, condition, or covenant of these Terms, or to exercise any right, power, or remedy hereunder will constitute a waiver of any such term, condition, covenant, right, power, or remedy or of any breach, or preclude us from exercising any such right, power, or remedy at any later time. You may not assign these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. Orangenius may assign these Terms, in whole or in part, and any rights or obligations hereunder, without restriction, with or without notice to you.

These Terms, the Privacy Policy , Marketplace Rules , DMCA Policy , Arbitration Policy , and any other agreements or policies relating to the Services which references these Terms constitutes the entire agreement between Orangenius and you regarding the terms of your use of the Services and Third-Party Services and supersedes any prior written or oral agreements between you and Orangenius regarding the subject matter herein. These terms will be binding upon and inure to the benefit of Orangenius and your respective successors in interest. All provisions of these Terms that by their nature should survive termination or expiration, shall survive termination or expiration, including, without limitation, your representations and warranties concerning User Content and indemnification. Notwithstanding anything to the contrary contained herein, we explicitly reserve all rights not specifically contemplated herein which relate to the Services.

CONTACT INFORMATION

If you have any questions, concerns, or comments about our Terms of Service, you may contact us using the information below:

By email: [email protected]

Through our Contact Page

By mail: Orangenius, Inc. 79 Madison Ave. WeWork Nomad 5th Floor, New York, NY 10016

 

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