Orange Labs Terms and Conditions

 

The following are terms and conditions of a legal agreement between you and Orange Labs . These terms and conditions (collectively with Orange Labs’ Privacy Statement and Content Policy, the “Terms and Conditions”) govern your use of www.orangelabs.ca, (the “Orange Labs Website” or “Website”), any mobile applications (the “Applications”), the Powered by Orange Labs Platform, (the “Platform”), and the services, features, and content we offer (together with the Website, Platform, and the Applications, “Orange Labs Services” or “Services”).

By using the Services, you acknowledge you have read, understood and agree to be bound by these Terms and Conditions and to comply with all applicable laws and regulations. You also certify that any 3D file (“3D Model”) uploaded to the Orange Labs Website does not violate any federal law or regulation including those pertaining to firearms, or applicable standards maintained by ISO, ASTM, ASME, or other similarly situated body. If you do not agree with these Terms and Conditions, you should not use the Website, Applications, or Services.

1. Orange Labs Services

The Orange Labs Services are made up of different services provided through the Website. One of our Services enables you to upload a 3D file to our Website and view it in 3D.

If you want to turn your 3D Model into reality, you can place an order with us and we will manufacture it for you at your direction. At a charge of a service price and price for the substance used for the 3D Model, we manufacture the 3D Model for you (i.e., print it with 3D printing technology) in our materials and ship it to you. You can also order models designed by other Orange Labs members: Orange Labs allows you to browse the Website for models and to place an order for the manufacturing of an available model. The Powered by Orange Labs Platform allows you to order a 3D Model from a 3rd party website.

Further, Orange Labs offers other services and community features through the Website including a forum, a blog, tutorials etc. where you can get in touch with other users or share your experiences.

2. Account Terms

You represent and warrant that you are at least 18 years of age to use these Services. If you are under 18 years of age, you may use orangelabs.ca only with involvement of a parent or guardian. Children under 13 years old are not allowed to use these Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.  You are solely responsible for ensuring that these Terms and Conditions are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms and Conditions or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

To use some Services, you must register for an account on the Services (an “Account”).  You must provide current, accurate identification, contact, and other information that may be required as part of the Account registration process and/or continued use of the Service, and you must keep your Account information updated.  You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are responsible for maintaining the confidentiality of your Service password and Account, and are solely responsible for all activities that occur on your Account. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account.  You should never publish, distribute or post login information for your Account.  We will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We reserve the right to refuse service to or terminate service of anyone at any time without notice for any reason.  You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

3. Ordering

(a) Placing an order. To order the 3D Model you designed or another 3D Model you found through our Services, you select the 3D Model. Then you can select the quantity of the 3D Model you order and, if applicable, the material you want the 3D Model to be made of. As the next step, we ask you to provide us with information we need for the delivery of the 3D Model. Finally you will be prompted for information required to initiate the payment. Depending on the payment method you select you may be redirected to a third party payment provider website. Please be informed that the language to be used during the whole ordering process is English.

(b) Unacceptable orders, cancellation of orders by us. If a 3D Model is available through our Website, the default assumption is that it can be produced. There are, however, technical or other reasons why Orange Labs may not accept or may cancel your order during the entire ordering process, even after our acceptance of your order. Such reasons can be, but are not limited to, the unfeasibility of the model, an infringing feature of your 3D Model (see our Content Policy), or the destination of the delivery you indicated in your order. In case we cancel your partial or entire order, we will contact you via email and, except in cases of fraud or other violations of our policies, issue you a full refund for the cancelled item(s).

(c) Prices. The prices displayed on the Website or Platform are only indications and are valid only for the moment that they are displayed. Orange Labs reserves the right to change its prices on the website at any time without prior notice to you. Such change however will have no effect on orders completed before the posting of a new price on the website. We do our best to prevent errors in the pricing. However, should an error occur, we are not bound by our offer and may cancel the order. In the event of an error, any monies paid related to that order will be refunded to you.

(d) Payment and price. The amount indicated on the ordering page includes the fee for the service (such as printing and packing the model), the price for the materials used to produce the 3D Model, and, if applicable, the markup charged by the designer. The price quoted on the ordering page also includes shipping costs, sales tax (if applicable) but excludes any import duty or taxes (if applicable). The price quoted on the Platform is for the cost of printing the item and any vendor markup. Orange Labs offers estimated currency conversions as a courtesy to users.  These estimates are not guaranteed and may not reflect actual currency conversation rates.  If you pay in a currency that is different from the denominated currency of your payment method (which is probably the case if your bank or credit card account is not denominated in U.S. Dollars or Euros), your payment company (such as your credit or bank card issuer) or third-party payment processor may apply a currency conversion rate or fees to your payment.  Please contact your provider for information about these fees.  These fees are not controlled by or known to Orange Labs.

You can initiate your payment for your order via credit card, PayPal.com, or bank transfer. If you choose to pay using PayPal you will be directed to the PayPal.com website. In case you choose to pay by bank transfer you will receive the payment instructions via email from Orange Labs after confirmation of your order.

Orange Labs shall not be responsible in any way for the payment process done via the PayPal.com website. Please familiarize yourself with PayPal’s terms of use.

For orders paid for via credit card or PayPal, Orange Labs will begin production after authorizing and holding payment.  For orders paid for via bank transfer, Orange Labs will begin production after the funds arrive in the Orange Labs bank account.In the event that the selected payment method fails for any reason, Orange Labs reserves the right to process the payment again or require you to provide an alternative method of payment.

(e) Acceptance After accepting your order we will send you an order confirmation by e-mail to the address associated with your Orange Labs Account. The order confirmation will be effective as of the date on which the order confirmation is sent to you. If we cannot accept your order we will contact you by email. You should verify the details in the confirmation email. If there are errors you should contact us as soon as possible by sending an email to customer service.

(f) Order Tracking Through the Website or – if you choose so – via e-mail notifications, you can track the status of your order e.g. accepted order, produced, dispatched, delivered etc.

(g) Shipping Your order will be delivered to your shipping address. We deliver to multiple countries. You can only select those countries as your shipping address during the ordering process. We will use our commercially reasonable efforts to ship the 3D Model to the shipping address within the delivery time indicated in our confirmation email; nevertheless, depending on your shipping address it may take longer time. Any shipping and delivery dates given by us are only best estimates and we are not liable for any damage or cost caused by delay in shipping or delivery. Title and risk of loss is transferred to you upon transfer of the goods from Orange Labs to the shipment carrier (FOB Shipping Point, EX Works).

(h) Cancellation of your order, return of 3D Models.  Due to the personalized nature of our Services (i.e. the 3D Print is manufactured by us based on the shop-owners/designers/your specifications and we print it for you on demand), you cannot cancel your order once it is placed. Orders are fulfilled using the model file version that existed at the time of purchase. Additionally, except where required by law we are not able to refund purchases of a “Gift Card” or a “Material Sample Kit Basic (w/free Gift card)” at any point. Orders that contain non-refundable items are still cancelable, however note that refund or cancellation will not apply to items in the order that are non-refundable.

(i) Content Policy violations.If we determine that your model violates our Content Policy prior to printing, we will refuse to print the model and issue a refund. If we determine that your model violates our Content Policy after it has been printed, we will not ship the model and may not issue you a full refund.

4. Warranty; Disclaimer.

Orange Labs warrants only that the model manufactured by us will substantially meet the features of the indicated 3D Model within the limitations of the 3D printing technology. If you upload your own 3D Model to the Website or the Platform, you maintain sole legal responsibility for the design specifications and performance of the 3D Model. Orange Labs does not give any warranty about the 3D Models themselves and does not guarantee that the 3D Model will be fit for any particular purposes. Please inspect the 3D Model upon receipt immediately. If the 3D Model is faulty when you received it and you believe you are entitled to a replacement in accordance with the warranty above, please contact us within 10 days after receipt of the 3D Model. Such warranty claim can be made only within 10 days after receipt of the model by you. Do not return the 3D Model unless we require you to do so. We reserve the right to condition any replacement or refund on the return of the 3D Model. We will confirm whether you are entitled to a replacement or refund. We reserve the right to condition your receipt of a replacement or refund on you providing us with photographs that we deem necessary to evaluate your claim. A model will be ineligible for replacement or refund if the model has been altered or post-processed in any way by you. Transportation costs in respect of a faulty product will be borne by us. If we do not receive any notice within the provided 10 days we will assume the 3D Model meets your specifications and performance requirements. Models you have designated as “Print it Anyway” or its equivalent are not eligible for replacement or refund.

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: (a) which users gain access to the Services; (b) what content you access via the Services; or (c) how you may interpret or use the content.

You release us from all liability for you having acquired or not acquired content through the Services. We make no representations concerning any content (including without limitation 3D Models) contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content (including without limitation 3D Models) contained in or accessed through the Services.

THE 3D MODELS MANUFACTURED BY ORANGE LABS, AS WELL AS THE SERVICES AND CONTENT, ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

ADDITIONALLY, FOR ORDERS PLACED THROUGH THE PLATFORM, PLEASE CONTACT THE VENDOR REGARDING ANY ADDITIONAL WARRANTY AND/OR DISCLAIMER INFORMATION REGARDING THEIR MODELS.

Without limiting the generality of the foregoing, we assume no responsibility or liability for the selection of materials. You maintain sole legal responsibility for the selection of materials that fit the requirements of your specifications and performance of the 3D Model.

5. Use of the Orange Labs Website and Platform

Copyright and all other proprietary rights in the content of the Website and the Services (including but not limited to software, audio, video, text and photographs and excluding all User Generated Content) rests with Orange Labs or its licensors. All rights in the content not expressly granted herein are reserved. Except as otherwise provided, the content published on this Website may be reproduced or distributed in unmodified form for personal, non-commercial use only, provided that it is attributed to Orange Labs. Any other use of the content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of Orange Labs is unlicensed by Orange Labs. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. You agree not to use any robot, spider, or other automated device to drive traffic to a specific model or shop page in order to manipulate where that model or shop appears on the Service. Our rights include rights to (i) the Service developed and provided by us; and (ii) all software associated with the Service. All copyright and other proprietary notices shall be retained on all reproductions.

This Website may provide links to other websites that are not under the control of Orange Labs. Orange Labs shall not be responsible in any way for the content of such other websites. Orange Labs provides such links only as a convenience to you, and the inclusion of any link to any such websites does not imply endorsement by Orange Labs of the content of such websites.

Since the Orange Labs Service is a web based service, it might be subject to temporary downtime. From time to time we also update our Website or Platform, which will result in the Website or Platform not being available for a certain period of time. We will endeavor to ensure that the Website or Platform operates reliably and consistently, but we do not warrant that the Website or Platform will operate uninterrupted without any faults. We do not guarantee that any content will be made available on the Website or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any content (including without limitation any 3D Models or CoCreator Models) in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have violated these Terms and Conditions), or for no reason at all and (ii) to remove or block any content (including without limitation any 3D Models or CoCreator Models) from the Services.

We are not responsible for any losses suffered by you as a result of any interruption of the Website or Platform, or by the suspension of your access to the Website or Platform.

6. User Generated Content

The term “User Generated Content” when used in this Terms and Conditions shall mean any content uploaded to the Website, the Application, the Platform, or the Services by you, including but not limited to all uploaded 3D Models, pictures of 3D Models, comments on the Website, specifications provided in your order for a CoCreator model (a “CoCreator Model”), as well as the printed 3D Model we create for you based on your User Generated Content. All User Generated Content should not be or contain abusive, harassing, threatening, defamatory, obscene, fraudulent, deceptive, misleading, offensive, pornographic, illegal or unlawful information or be likely to infringe or infringing on any intellectual property rights. Intellectual property rights means copyright, patent, registered design, design right, trademark, trade secret or any other proprietary or industrial right.

Orange Labs has no obligation to review the User Generated Content and can in no way be held responsible for the content of the User Generated Content. Opinions expressed in the User Generated Content are not necessarily the opinion of Orange Labs.

In order to keep Orange Labs and the Website appropriate for a general audience and to cooperate with intellectual property right owners, we implemented our “Content Policy”.

Please note that we do not seek any unsolicited ideas or improvements for Orange Labs Services and that any unsolicited ideas or improvements you submit are deemed User Generated Content and licensed to us as set forth below. In addition, Orange Labs retains all of the rights held by members of the general public with regard to your unsolicited ideas and improvements. Orange Labs’ receipt of your unsolicited ideas and improvements is not an admission by us of their novelty, priority, or originality, and it does not restrict Orange Labs’ right to contest existing or future intellectual property rights relating to your unsolicited ideas and improvements in any way.

Except for your 3D Models, which are referenced below, by submitting User Generated Content through the Services or Website, you hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Generated Content in connection with the Website, the Applications, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Website, the Applications or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Website, the Applications, or the Services a non-exclusive license to access your User Generated Content through the Website, the Applications or the Services, and share your User Generated Content on blogs and social media, provided such sharing prominently links back to the model page on the Orange Labs site and is not done on a site that competes directly or indirectly with Orange Labs Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Generated Content, including the right to grant additional licenses to your User Generated Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

7. Intellectual Property Rights of 3D Designs

You, as a designer, retain all your intellectual property rights in your 3D Models, including without limitation any and all derivative works like 3D renders. Except for the rights and licenses with respect to your 3D Models specified below, Orange Labs shall not use, modify or display your 3D Models or derivatives thereof. By uploading your 3D Models to the Services, you represent and warrant that it is your original creation and not copied from any third party and/or entity. You further represent and warrant that you have all rights to grant the below licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

By uploading your 3D Model to the Services, you grant Orange Labs a non-exclusive, royalty free, worldwide, transferable, and sublicensable right and license (i) to use your 3D Model for the manufacturing of your 3D Model in order to fulfill your order; (ii) if you offer your 3D Model for sale through Orange Labs, to use your 3D Model for the manufacturing of your 3D model in order to fulfill orders of your 3D Model made through Orange Labs (iii), if you indicate that you want your 3D Model to be a CoCreator Model during the upload process (a) to display such CoCreator Model on the Orange Labs Website and (b) to use and modify such CoCreator Model for the manufacturing of your model in order to fulfill the order of any other user of the Services; (iv) to generate and display 3D renders of your 3D Model; and (v) to use the 3D Model as necessary for the operation and maintenance of Orange Labs Services including without limitation for the internal testing and educational purposes of Orange Labs and Orange Labs manufacturing partners.

You can change the rights for CoCreator Models via the model detail page of the 3D Model at any time; provided that any then-pending order for such 3D Model shall be fulfilled by Orange Labs. With regard to any non-published 3D Model, in order to protect third party intellectual property right owners who, in such case, may not be able to benefit from our Notice-Take-Down Procedure, we retain the right to review and refuse any order when it, in our sole and exclusive discretion, appears to infringe third party intellectual property rights, or in our discretion the 3D Model does not comply with our Content Policy.

By removing your 3D Model from the Services, you terminate all licenses granted to Orange Labs and its users to such 3D Model under these Terms and Conditions; provided that Orange Labs is entitled to use your 3D Model to fulfill orders of your 3D Model that were placed before the removal and may continue to use the model for internal testing and educational purposes. Note, specific terms in the Co-Creator section: As a customer of a CoCreator Model, by providing specifications for a CoCreator Model, you grant Orange Labs a non-exclusive, royalty free, worldwide, transferable license to use, copy, modify, display and distribute your specifications, with the right to sublicense, for any purpose.

Please note that any intellectual property right of a manual CoCreator Model created by the Orange Labs shop owner with the use of your specifications will vest in the shop owner who created such CoCreator Model.

8. Consent to Use of Personal Data

By using our Services you agree that Orange Labs may collect and use personal data about you. Such information collected through the Services shall only be used in accordance with the Orange Labs Privacy Statement.

9. Third Party Services.

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

10. Payments and Billing.

Certain of our Services may be subject to payments now or in the future (the “Paid Services”).  Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms and Conditions.

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms and Conditions. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE ON YOUR ACCOUNT SETTING PAGE.  IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

If the amount to be charged to your Billing Account varies from the amount you pre-authorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial.

11. Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates, vendors, and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, content, or otherwise from your User Generated Content, 3D Models, CoCreator Models, violation of these Terms and Conditions, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right, claim or action, including but not limited to personal injury or property damage of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. This indemnity also includes shop owners who make available models that can be customized by you in the event that a claim is brought against that shop owner for modifications to the model initiated by you.

12. Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOSS OF INCOME, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND (HOWSOEVER ARISING) , (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (A) THE FEE RECEIVED FROM YOU BY ORANGE LABS FOR THE USE OF THE SERVICES DURING THE IMMEDIATELY PRECEDING THREE (3) MONTHS PERIOD OR (B) $250.00.

13. Applicable Law

These Terms and Conditions and the use of Services shall be governed by the laws of New York, USA without regard to the conflicts of law principles thereof that would apply the law of any jurisdiction other than New York, USA. You agree that any and all disputes arising from or relating to the subject matter of these Terms and Conditions, including disputes relating to the validity thereof, and any disputes related to the use of the Services, shall be governed by the exclusive jurisdiction and venue of the federal and state courts located New York County, New York, USA.

14. Entire Agreement

The terms in these Terms and Conditions, the Orange Labs Privacy Policy, the Orange Labs Content Policy, and, if applicable, the Orange Labs Shop Terms of Service and/or Orange Labs API Terms, as well as any applicable terms, conditions, policies, requirements or limitations contained in the Services constitute the exclusive and complete agreement between Orange Labs and You. Orange Labs will not be bound by, and specifically rejects, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms and Conditions or which may be in any order, receipt, acceptance, confirmation, correspondence or other document.

15. Miscellaneous

(a) Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

(b) Assignment. These Terms and Conditions are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

(c) Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect.

(d) Notices. Unless otherwise specified in these Term and Conditions, all notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected]  

(e) No Waiver. Our failure to enforce any part of these Terms and Conditions shall not constitute a waiver of our right to later enforce that or any other part of these Terms and Conditions. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms and Conditions to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

(f) Headings. The section and paragraph headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

(g) Feedback. Since we always want to further improve our Services, we welcome all comments, suggestions, recommendations and feedback (collectively, the “Feedback”).  You hereby grant to us a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.

16.Contact Information

If you have any questions regarding these Terms and Conditions or the Services, you can contact us by sending an email.

17. Changes to These Terms

We reserve the right to change these Terms and Conditions from time to time and will post any revisions on our Website and may also provide notice to you through the service or via email. Therefore we encourage you to check the Website often to read the latest version. All transactions are subject to the Terms and Conditions in effect at the time of the transaction.

SHOULD YOU EXPERIENCE ANY PROBLEMS, PLEASE CONTACT US AND WE WILL DO OUR BEST TO FIX IT AS SOON AS POSSIBLE. ORANGE LABS MAY CONTACT YOU TO ASK YOU ABOUT YOUR EXPERIENCES.O