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Terms of Services

Last updated:  January 15, 2018

TERMS OF SERVICE

These terms of service (“Terms”) govern our relationship with users of the Orangenius platform located at orangenius.com and all other websites, software applications, newsletters, blogs, and services of ours relating to our platform, whether now offered or offered at future date (collectively “Services”).

By clicking “Join the creative community” (or similar) or using or accessing the Services, you accept these Terms, which means that you are entering a legally binding contract with Orangenius, Inc., a Delaware corporation (“Orangenius”). Please read these Terms carefully. If you do not accept these Terms, do not click “Join the creative community” (or similar) or use or access any of our Services.

Your use of our Services is also subject to our Privacy Policy.

Registration; Memberships. Registered users of the Services are “Members”. Unregistered users of the Services are “Visitors”. These Terms apply to all users of the Services, but certain provisions of these Terms apply only to Members.

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. We do not charge a fee for a Basic Membership. We charge certain fees for other membership tiers and other paid Services (collectively, “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 the relevant transaction for which such Fees are charged. You hereby authorize Orangenius to charge the Payment Method associated with your Member account for the relevant Fees any other related charges (including applicable taxes) at the Fees then effect. All Fees are subject to change without notice, subject to applicable law.

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 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.1 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 Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s Terms of Service and Privacy Policy. We don’t control and are not liable for the security or performance of the Payment Processor. 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. You agree to make payment using the payment method you provide with your 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.

Third-Party Services purchased via the Services may be subject to different refund policies that those Third-Party Services determine, and they may be non-refundable. The purchase terms and conditions for such Third-Party Services will be displayed during the purchase process, such as through a link to the purchase terms and conditions. It's your responsibility to verify your ability to purchase, cancel or obtain a refund for a Third-Party Service.

Account Information. You may create a Member account by providing us with your name and email address and creating a password, or you may create a Member account using a permitted social media account, such as your Facebook account. You are solely responsible for keeping your password secure and confidential and maintaining the accuracy of the information associated with your Member account. You are solely responsible for any access to or use of the Services through your Member account, including purchases of any paid 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 a copies and records of all documents, images, and information upload to the platform or otherwise associate with your Member account.

User Restrictions. You shall not at any time, without our express written consent in each instance, whether you are a Member, Visitor, or otherwise: (1) transfer, rent, lease, lend, sell, resell sublicense, or otherwise commercially exploit the Services or any feature of the Services, in whole or in part; any feature of the Services; (2) use, distribute, modify, create derivative works from, or copy the Services or any feature of the 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 any feature of the Services; (4) develop, support, or use any software, devices, scripts, “bots”, “spiders”, or any other technology or processes to scrape the Services or otherwise harvest data from the Services, in whole or in part, or otherwise copy Member profiles, any User Content, and other information or data from the Services; (5) attempt to gain unauthorized access, or permit unauthorized access, to the Services or any feature of the 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; (6) publish or link to malicious content intended to damage or disrupt another user’s software or hardware; (7) take any action that we 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 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 other intellectual property of ours or of any Member; or (10) use or attempt to use the Services in any manner that violates any applicable law or violates or infringes rights of any other party, including privacy rights and intellectual property rights.

User Obligations. You shall (1) use the Services only as expressly permitted by these Terms; and (2) not violate any of the restrictions stated in section 3 of these Terms (each, a “Prohibited Act”). Any Prohibited Act by you (whether attempted or completed) is a breach 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 of your personal information), then the minimum age under such applicable law will be the Minimum Age for purposes of these Terms.

Intellectual Property. The Services are protected by copyright laws, trademark laws, and other applicable laws. Orangenius retains all interests of every kind in and to the Services, including all intellectual property rights. Our name and the name of the Services are trademarks owned by us, and no right or license is granted to you to use such trademarks.

User Content. Certain features of the Services allow you to create, store, and share information and content with others (collectively, “User Content”). You retain all interest in and to all of your User Content, but you hereby grant to us a worldwide, royalty-free, fully paid-up, perpetual, sublicensable, transferrable, and irrevocable license to copy, transmit, and store your User Content for purposes of providing the Services to our users. 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 with others, and (2) using the Services to create, store, or share User Content that violates any applicable law (including privacy laws and intellectual property laws) or violates or infringes the rights of any other party (including privacy rights and intellectual property rights) will be deemed a Prohibited Act and a breach of these Terms. You represent and warrant that your use of the Services (including creating, storing, or sharing any User Content) will not violate any applicable law (including privacy laws and intellectual property laws) or violate or infringe the rights of any other party (including privacy rights and intellectual property rights). You understand and acknowledge that your access to or use of the Services is at all times subject to our Privacy Policy.

Orangenius is all about getting you the credit you deserve for your creative works and contributions to others’ creative works.  Therefore, regardless of the language of the license grant above, we want to assure our Members that Orangenius is not about commercializing User Content for its own benefit.  While we may, for instance, display thumbnails of your artwork or portfolios, or use your name or likeness together with thumbnails, in connection with our provision and promotion of the Orangenius Platform, we will not seek to directly gain, financially or otherwise, from your User Content, without your express permission.

 

User Conduct. Certain features of the Services allow you to message or otherwise communicate with others. 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 Prohibited Act and a breach of these Terms.

Marketplace. All uses of the Orangenius Marketplace are subject to our Marketplace Rules of Conduct.

Complaints Regarding Content. Information and content posted by Members 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 dmca@orangenius.com.

Other Services; Limits. The Services may enable and/or require access to or use of other services and software of ours and/or the services and software of third parties (collectively, “Other Services”). You understand and acknowledge that your use of the Services in connection with Other Services may be subject to your acceptance of additional or different the terms of service, licenses, or similar agreements for such Other Services. We reserve the right to limit your use of the 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.

Term; Termination. These Terms are effective on the earlier of (1) the date you accept these Terms, or (2) the date you access, download, install, otherwise use the Services, if you have not expressly accepted these Terms as of such date. 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. 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.

Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ORANGENIUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. ORANGENIUS EXPLICITLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, THAT DATA WILL NOT BE LOST, THAT THE SERVICES WILL RESULT IN SALES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR HARMFUL CODE, THAT THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, NETWORK, SYSTEM, OR DATA, AND COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF COMPUTER SOFTWARE AND HARDWARE, THE INTERNET, AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR DAMAGE OF ANY KIND RESULTING FROM SUCH LIMITATIONS, DELAYS, AND OTHER PROBLEMS, INCLUDING ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Limitation of Liability. ORANGENIUS 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, DIRECTLY OR INDIRECTLY ARISING UNDER THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 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, and (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.

Release. If a dispute arises between you and any other user (whether a Member or Visitor), you hereby release us (and our current and former directors, officers, employees, consultants, agents, subsidiaries, and affiliates) 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.  If you are a of the State of California, you hereby 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.”

Changes. We may change these Terms (including our Privacy Policy and our other policies relating to the Services) from time to time and at any time. If we make a material change to these Terms, we will notify you through our Services or by email, to provide you the opportunity to review the such changes before they become effective. If you object to any such 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, is governed by laws of the State of New York, without regard to its conflict of laws principles. 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 the Company’s arbitration policy (“Arbitration Policy”).

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 or these Terms, the Arbitration Policy supersedes any contrary terms regarding dispute resolution in any other agreement between you and Orangenius. Except as otherwise provided in these Terms, you submit to the exclusive jurisdiction of the state courts of the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

All notices permitted or required under these Terms must be in writing and delivered to us by email at support@orangenius.com 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 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 shall 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 agreement, in whole or in part, and any rights or obligations hereunder, without restriction, with or without notice to you.

These Terms, the Privacy Policy, Market Place Rules of Conduct, DMCA PolicyArbitration 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 supersedes any prior written or oral agreements between you and Orangenius.

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: support@orangenius.com

Through our Contact Page

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

 

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