Last updated: 8/8/2024
By using the Portal, you agree to be bound by these terms of service (“Terms”). If you do not agree to these Terms, you must not use the Portal.
“You” means you individually or the entity that you represent. If you are entering into these Terms for an entity, you represent that you have the authority to bind that entity.
“ORNG,” “we,” or “us” means ORNG, Inc., a Delaware corporation. Capitalized terms used in these Terms are defined throughout and in Section 1. Section references in this document are to the provisions of these Terms.
These Terms take effect when you click “I accept” or a similar button or check box presented to you as part of the sign-up process or when you first use the Portal, whichever is earlier.
“Connected Platforms” means third-party platform providers that have integrated with the Services to enable the ability of merchants on its platform to use Payment Processing Services.
“Merchant Agreement” means a merchant agreement between you and a Payment Processing Provider.
“Payment Processing Provider” means a provider of Payment Processing Services.
“Payment Processing Services” means services that merchants may use to accept payments from its customers for transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.
“Services” means ORNG’s programmable APIs and tools that allow Connected Platforms to enable the ability of merchants on its platform to use Payment Processing Services.
The Platform Merchant Portal (the “Portal”) is a website maintained by ORNG that enables you to view, modify, and delete information with respect to the Payment Processing Services. ORNG provides Connected Platforms with the ability to integrate with its Services to enable the ability of merchants on its platform to use Payment Processing Services made available by Payment Processing Providers. In order to use the Payment Processing Services, you must have a separate Merchant Agreement in effect with a Payment Processing Provider.
Your Payment Processing Provider and your Connected Platform provide us with the Information that is displayed on the Portal. If you believe that any of the information is incorrect or incomplete, please contact us or your Connected Platform to request a correction.
The Portal is a mechanism for managing certain aspects of your relationship with your Payment Processing Provider. It doesn’t change or eliminate your obligations to your Payment Processing Provider, your Connected Account, or your bank. You are ultimately responsible for abiding by your obligations under and with respect to your Merchant Agreement and your agreement with your Connected Platform. ORNG does not control the manner in which your Payment Processing Provider provides the Payment Processing Services.
Prior to you being authorized to access the Portal, you will create account credentials during the sign-up process (e.g., user login ID and password). You will only be permitted to access the Portal using your account credentials. You may not disclose your credentials to any third party, and you will be responsible for any access to the Portal using your account credentials or evaluation tokens. You shall promptly notify us if you believe your account credentials have been compromised.
You must use the Portal in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) that apply to your use of the Portal. You must not, and must not allow others to:
• (i) access or attempt to access non-public ORNG systems, programs, data, or services;
• (ii) work around any of the technical limitations of the Portal or enable disabled or prohibited functionality;
• (iii) reverse engineer or attempt to reverse engineer the Portal except as expressly permitted by Laws;
• (iv) perform or attempt to perform any actions that would interfere with the normal operation of the Portal or affect our other users’ use of the Portal;
• (v) impose an unreasonable or disproportionately large load on the Portal. 7. Term and Termination
These Terms apply to you starting on the date you first access or use the Portal and continue until ORNG terminates these Terms, or until you stop using the Portal. If after stopping, you start to use the Portal again, you are consenting to these Terms. We may terminate these Terms at any time for any reason by providing you notice. We may suspend your access to the Portal, or immediately terminate these Terms, if:
• (i) you use the Portal in a prohibited manner or otherwise do not comply with any of the provisions of these Terms, or
• (ii) any Law requires us to do so, in which case you will no longer be able to access the Portal.
8.1. Ownership
As between the parties, the Portal, including all intellectual property rights therein, is and shall remain the property of ORNG and its licensors. Neither these Terms nor your use of the Portal conveys or grants to you any rights in or related to the Portal, except for the limited license granted above.
8.2. Feedback
If you provide us with any feedback or suggestions regarding the Portal (“Feedback”), you hereby assign to us all rights in and to such Feedback and agree that ORNG shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. ORNG will treat any Feedback you provide to ORNG as non-confidential and non-proprietary. You agree that you will not submit to ORNG any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of:
• (a) your use of the Portal,
• (b) your violation of these Terms, or
• (c) your violation of applicable laws or regulations.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
THE PORTAL, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH, OR ACCESSIBLE THROUGH THE PORTAL, ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ORNG AND ITS AFFILIATES, AND THEIR AGENTS AND INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE PORTAL, INCLUDING THE SERVICES, CONTENT, MATERIALS, INFORMATION, AND FUNCTIONS MADE ACCESSIBLE BY THE PORTAL, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PORTAL. EACH DISCLAIMING ENTITY DISCLAIMS WITHOUT LIMITATION ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. THE DISCLAIMING ENTITIES WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF PAYMENT TRANSACTIONS. THE DISCLAIMING ENTITIES ARE NOT RESPONSIBLE FOR THE ACTIONS OR INACTIONS OF YOUR PAYMENT PROCESSING PROVIDER OR YOUR CONNECTED PLATFORM.
11.1. To the maximum extent permitted by law, in no event will we be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Portal, even if we had been advised of the possibility of such damages. Access to, and use of, the Portal is at your own discretion and risk, and you will be solely responsible for any damage resulting therefrom.
11.2. To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of five thousand US dollars. The existence of more than one claim will not enlarge this limit. You agree that your Payment Processing Provider and your Connected Platform will have no liability of any kind arising from or relating to these Terms.
These Terms are governed by the laws of the state of Delaware (excluding its conflict of law rules) and the federal laws of the United States. Any dispute arising out of, or concerning, these Terms or your use of the Portal, will be resolved exclusively in a federal or state court of competent jurisdiction located in Denver, Colorado. To the extent necessary, the parties hereby submit to, and agree not to contest, the jurisdiction of such courts.
We respect your privacy and are committed to protecting it. Our Privacy Policy, [WEB SITE ADDRESS], governs the Processing of all personal data collected from you in connection with your use of the Portal.
14.1. Interpretation
Headings are included for convenience only, and should not be considered in interpreting these Terms. No provision of these Terms will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.”
These terms do not limit any rights of enforcement that you may have under trade secret, copyright, patent, or other laws. ORNG’s delay or failure to assert any right or provision under these Terms does not constitute a waiver of such right or provision. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term. If any provision of these Terms is held to be illegal, invalid, or unenforceable, in whole or in part, under any law, such provision or part thereof will to that extent be deemed not to form part of these Terms but the legality, validity, and enforceability of the remainder of these Terms will not be affected.
14.2. Right to Amend
ORNG may amend these Terms upon notice to you, which may be provided through email or posted on the Portal. You agree that any changes to these Terms will be binding on you 7 days after the amendment is made by ORNG (or, if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to these Terms, you must (i) provide notice to ORNG and (ii) immediately cease using the Portal. If you do not provide such notice prior to the amendments becoming effective, by continuing to use the Portal, you agree that you are consenting to any such changes to these Terms.
14.3. Assignment
You may not assign or attempt to assign these Terms without the advance written consent of ORNG. 14.4. Notice
Any notice by us to you under these Terms will be given: (a) by email to the email address associated with your account, if you have subscribed to this method of receiving notices, or (b) by posting on the Portal. You must direct legal notices or other correspondence to ORNG at 1215 Spruce Street, Boulder, Colorado, 80302, #201.
14.5. Entire Agreement
These Terms constitute the entire agreement between you and ORNG with respect to the Portal. These terms and conditions describe the entire liability as between you and ORNG, and set forth your exclusive remedies, with respect to ORNG.