|To use the Application, you must be—||❶ 18 years of age or older;|
|❷ expressly authorized by your financial advisor or your employer that was granted access to the Application via a license (in either case, the “Licensee”) or otherwise granted access to the Application by a Licensee in accordance with the terms of any User Agreement between Oranj and the Licensee;|
|❸ registered with Oranj pursuant to its registration requirements and meet all eligibility for a User Agreement; and|
|❹ authorized to use the Application through a user id/password provided by Oranj.|
You may not:
- access, tamper with, or use non-public areas of the Application, Oranj’s computer systems, or the technical delivery systems of Oranj’s providers;
- attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
- interfere with, or attempt to interfere with, the access of any user, host, or network, or the proper working of the Application, including, without limitation, sending a virus, overloading, flooding, spamming, or request-bombing the Application;
- impersonate or misrepresent your affiliation with any person or entity;
- transmit any material that is fraudulent, abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
- rent, disclose, publish, sell, lease, assign, sublicense or otherwise transfer to any third party any of the Application or your license rights relating to the Application;
- make any attempt to discover the source code, source files or structure of all or any portion of the Application by reverse engineering, decompiling or any other method;
- attempt to design or create works derived from or based on the Application;
- use any portion of the Application to operate a service business or for any other use involving the processing of data of other persons or entities; or
- permit any unauthorized or unintended access or use of the Application through you, your Oranj Account or using your access or user codes.
- Oranj Account Requirements.
- In order to use the Application, you, or your financial adviser on your behalf, will have to create an account (your “Oranj Account”).
- Oranj Accounts are only available to users age 18 and older.
- By registering with Oranj, you represent that you are able to form a binding contract and are not a person barred by any applicable laws from using the Application.
- You are not allowed to use another user’s Oranj Account.
- You are solely responsible for the activity that occurs on and in your Oranj Account, and you must keep your password secure. You may change your password by updating your account settings. In addition, you agree to immediately notify Oranj of any unauthorized use of your password or any other breach of security. Oranj cannot and will not be liable for any loss or damage arising from your failure to secure your Oranj Account.
- Oranj may archive and store such information regarding your use of the Application. Oranj may use such information in any way it deems appropriate. Oranj shall be under no obligation to provide any such stored information to you.
- Oranj may contact you by email to: (i) provide any notice related hereto; (ii) respond to any questions you may send us; or (iii) communicate other information as necessary to administer the Application. You shall immediately notify Oranj upon any change in your email address.
- Oranj Services. The Application is a personal finance information management software application that allows you to consolidate and track your financial information in your Oranj Account and to otherwise access services and/or advice you receive from the Licensee. Information in your Oranj Account may come from: (i) you; (ii) the Licensee that you may give permission to provide information to your Oranj Account (but only to the extent that you authorize them to do so); or (iii) any accounts you may have that are maintained online by third party financial institutions, if direct Oranj is directed to retrieve information from those accounts and Oranj has an ongoing relationship to access such account information with such institution(s). You understand and acknowledge that the information in your Oranj Account is only as accurate and up-to-date as the sources that provide the information.
You understand that neither Oranj nor the Application is providing any financial, tax, legal, insurance or investment advice, and nothing herein should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Oranj or any third party. You agree that Oranj will not, and will not be deemed to be, furnishing any you with any advice or recommendations about whether any security or investment strategy is appropriate or suitable; or maintaining custody of any of your funds or securities. The decision to buy, sell, or hold any investment rests solely with you or Licensee.
YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE APPLICATION INCLUDING LOSS OF DATA AND CONTENT, AND ANY LOSSES ASSOCIATED WITH ADVICE YOU RECEIVE FROM LICENSEE OR FROM INVESTMENTS YOU MAKE THAT ARE SPONSORED OR RECOMMENDED BY LICENSEE.
- Information from Third Party Sites. If you or your financial adviser direct the Application to retrieve your financial or other information from certain third party sites, you explicitly authorize Oranj to act as your agent solely for the purpose of receiving that information on your behalf. When you enter your login and password (or other access credentials) to any third party site or otherwise approve the retrieval of information, you explicitly represent and warrant that you have all necessary rights to authorize the Application (using your Oranj Account) to access and copy the information on that site on your behalf. You also authorize Oranj to use third party services, including to access your information from third party sites, in accordance with their terms of service. You understand and acknowledge that Oranj has no control over the accuracy of the information provided by third party financial or other institutions.
- Oranj Intellectual Property. Oranj, and/or its third party providers (which expressly includes its licensors), shall at all times retain ownership of all rights, title and interest in and to the Application, the associated website and any copies and parts thereof (including all enhancements, modifications, revisions, updates, supplements, interim works and derivative works thereto, any related technical know-how and all copyright, patent and other intellectual property rights therein). All of the foregoing are protected by copyright and other intellectual property laws. Your rights shall be limited solely to use of the Application as provided for herein and the other applicable terms, conditions and agreements with respect to the use of the Application. You will have no rights, ownership or interest in or to the Application except as described herein, and Oranj expressly reserves all rights not otherwise specifically granted hereunder. You may not alter or remove any copyright notice or proprietary legend contained in the Application or associated website. You do not receive any, and Oranj retains, all ownership rights in the Application and associated website. All trademarks and service marks on this website belong to Oranj, except third party trademarks or service marks which are the property of their respective owners.
- Representations & Warranties. With respect to Your Content you hereby represent and warrant to Oranj that:
- you own all rights in Your Content or, alternatively, you have acquired all necessary rights in Your Content to enable you to grant to Oranj and Licensee the rights in Your Content described herein;
- you have paid and will pay in full all license fees, clearance fees, and any other financial obligations, of any kind, arising from any use of Your Content in the Application;
- access by the Application of Your Content does not infringe the intellectual property rights, privacy rights, publicity rights, or any other legal or moral rights of any third party.
You agree to keep all records necessary to establish and maintain Your Content so that it does not violate any of the foregoing representations and warranties and to make such records available to Oranj upon Oranj’s request.
- Feedback. You further agree that Oranj is free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback other than Your Content (“Feedback”), whether oral or written, that you may send to Oranj. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature with respect to this feedback, and use by Oranj of such Feedback (including with limitation related to the Application) shall be, and shall remain, the sole and exclusive property of Oranj.
- Alert Claimer. You understand and agree that any electronic communications that you request in your account settings and that Oranj provides to you may be delayed or prevented for reasons that Oranj cannot control. Oranj can neither guarantee the delivery nor the accuracy of the content of any alert. You agree that Oranj is not liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
- GDPR Obligations.
(a) Without limiting Oranj’s obligation to comply with the GDPR, Oranj, in its capacity as a data processor or sub-processor of Personal Data on your behalf, will:
- Process Personal Data only on documented instructions from you, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by European Union or Member State law to which Licensee is subject. In such case, you will inform Oranj of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;
- Ensure that persons authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the Processing, including all measures required pursuant to Article 32 of the GDPR;
- Taking into account the nature of the Processing, assist you by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of your obligation to respond to requests for exercising the Data Subject’s rights laid down in Data Protection Law (including Chapter III of the GDPR);
- Reasonably assist you in ensuring compliance with data security, Personal Data Breach, data protection impact assessments, and engaging in legally required consultations with a competent supervisory authority, pursuant to Data Protection Law (including Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to Oranj);
- At the choice of you, promptly delete or return all the Personal Data to you after the end of the provision of services relating to Processing, and delete existing copies unless European Union or Member State law requires storage of Personal Data;
- Make available to you all information reasonably necessary to demonstrate compliance with Data Protection Law (including the obligations laid down in Article 28 of the GDPR) and allow for and contribute to reasonably frequent audits, including inspections, conducted by you or another auditor mandated by Licensee, provided that (i) each party shall bear its own costs in connection with an audit up to one audit per contractual year and (ii) for any further audits during the same contractual year, you shall bear the costs and (iii) each party shall always bear its own costs in relation to audits initiated by a competent supervisory authority; and
- Immediately inform you if, in its opinion, an instruction infringes Data Protection Law.
(b) You may submit or otherwise provide access to Personal Data through the use of the Application, the extent of which is determined and controlled by you in your sole discretion, and which may include Personal Data relating to the following categories of data subjects: employees, contractors and customers; you may submit or make available Personal Data, the extent of which is determined and controlled by you in your sole discretion, and which may include the following categories of Personal Data: first and last name and contact information. Oranj stores such Personal Data during the period you use and have access to the Application term of and for a period of time thereafter to meet legal and regulatory retention requirements
(c) Oranj may engage third party sub-processors to Process Personal Data in accordance with this Section 10.
- Oranj will provide you prior notice of any additional or replacement sub-processors. After being notified, you must notify Oranj within ten business days of any reasonable objection you has to such sub-processors. Failure to notify Oranj within this time frame will constitute approval of such sub-processors.
(d) Oranj will notify you without undue delay upon becoming aware of a Personal Data Breach.
(e) Where you face an actual or potential claim arising out of or related to violation of any Data Protection Law (e.g., Article 82 of the GDPR) concerning the services, Oranj will promptly provide all materials and information reasonably requested by you that are available to Oranj and relevant to the defense of such claim and the underlying circumstances concerning the claim.
(f) Oranj will comply with Data Protection Law.
(g) For purposes of this Section 10 the following terms are defined as set forth below and any undefined terms have the meanings assigned in the GDPR:
- “Data Protection Law” means any law, rule, regulation, decree, statute, or other enactment, order, mandate or resolution, applicable to you or Oranj, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
- “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
- “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, whether transmitted, stored, or otherwise Processed.
- “Privacy Shield Principles” means the Privacy Shield Principles, including the Supplemental Principles under the EU-U.S. Privacy Shield and the Swiss-U.S. Privacy Shield.
- “Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” will have a corresponding meaning.
- “Standard Contractual Clauses” means standard contractual clauses in the form mandated by and pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries or in the form mandated by and pursuant to another European Commission decision authorizing the use of standard contractual clauses to safeguard a transfer to processors or sub-processors in accordance with Data Protection Law.
- Modifications. Oranj reserves the right to modify or discontinue the Application at any time with or without notice to you. Oranj will not be liable to you or any third party should Oranj exercise its right to modify or discontinue the Application. Oranj will not be obligated to provide any support or maintenance services except as may be contracted for in writing for a fee agreed to by Oranj, but Oranj, if it so elects at its sole discretion, may provide modifications, updates and enhancements (“Updates”) to the Application from time to time by directly installing the Update on the associated website. You agree to only use the Updated Application. You acknowledge that Oranj will not be obligated to continue to support or keep active any prior version of the Application once an Update is released and active for you. Updates may disable or delete features of the Application as necessary, including without limitation due to a change in relationship with a third party licensor or other partner.
YOU EXPRESSLY AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK. THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IN CONNECTION WITH YOUR USE OF THE APPLICATION, YOU MAY BE INSTRUCTED TO OBTAIN AND LOAD ONTO YOUR COMPUTER CERTAIN OTHER THIRD-PARTY SOFTWARE (COLLECTIVELY THE “THIRD-PARTY SOFTWARE“) OR TO CONFIGURE YOUR COMPUTER SYSTEM IN A PARTICULAR MANNER (THE “CONFIGURATION SPECIFICATIONS“). LIKEWISE, ORANJ AND ITS PROVIDERS PROVIDE THE CONFIGURATION SPECIFICATIONS AND THE THIRD-PARTY SOFTWARE TO YOU ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. YOU ASSUME THE ENTIRE RISK IN USING THE APPLICATION AND THE THIRD-PARTY SOFTWARE AND IN CONFIGURING YOUR COMPUTER SYSTEM IN ACCORDANCE WITH THE CONFIGURATION SPECIFICATIONS. ORANJ AND ITS PROVIDERS MAKE NO, AND HEREBY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES THAT THE APPLICATION, THE THIRD-PARTY SOFTWARE OR CONFIGURATION SPECIFICATIONS WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT ANY NON-CONFORMITIES CAN OR WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED BY LAW, ORANJ AND ITS PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE APPLICATION, YOUR ORANJ ACCOUNT, THE THIRD PARTY SOFTWARE, THE CONFIGURATION SPECIFICATIONS, AND ANYTHING ELSE RELATED TO ANY OF THE FOREGOING OR THIS WEBSITE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT. ORANJ AND ITS PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE APPLICATION OR THE CONTENT OF ANY APPLICATIONS OR THIRD PARTY SERVICES OR OTHERWISE THAT WORK WITH THE APPLICATION AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR APPLICATIONS; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE APPLICATION OR YOUR ORANJ ACCOUNT; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APPLICATION; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APPLICATION; AND (vi) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE APPLICATION—INCLUDING ANY ADVICE YOU RECEIVE FROM LICENSEE OR PRODUCTS OR SERVICES YOU ACCESS VIA THE APPLICATION.
IN ADDITION, YOU EXPRESSLY AGREE THAT ACCESS TO THE APPLICATION MAY BE LIMITED OR UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE OR FOR OTHER REASONS. ORANJ AND ITS PROVIDERS MAKE NO WARRANTIES REGARDING MATERIALS PROVIDED BY THIRD PARTY LICENSORS OR HOSTS, PARTNERS, ARRANGEMENTS WITH THIRD PARTIES, OR USE OF THIRD PARTY SITES, SYSTEMS OR SERVICES.
THE CONTENT PROVIDED THROUGH THE APPLICATION AND THIS WEBSITE (INCLUDING VIA ANY LINKS ON THIS WEBSITE) MAY BE PROVIDED BY THIRD PARTY CONTENT PROVIDERS AND USERS. ORANJ IS NOT A PUBLISHER OF SUCH CONTENT AND HAS NO EDITORIAL CONTROL OVER IT. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS OR OTHER INFORMATION GIVEN OR PROVIDED BY THIRD PARTIES ARE THOSE OF THE RESPECTIVE AUTHORS OR DISTRIBUTORS OF SUCH CONTENT AND NOT OF ORANJ. YOU USE SUCH CONTENT ONLY AT YOUR OWN RISK. Oranj cannot require third parties to change information that has been disclosed to them with your consent. To modify this information, you will have to go directly to the relevant third party. In addition, the content on this website is presented only as of the date/time published or indicated, and may be superseded by subsequent events or for other reasons.
ORANJ AND ITS PROVIDERS DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE APPLICATION OR ANY LINKED SERVICE, APPLICATION, OR PLATFORM, AND ORANJ AND ITS PROVIDERS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ORANJ OR THROUGH THE APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- Limitation of Liability. ORANJ OR ITS PROVIDERS SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES INCURRED THAT ARISE UNDER OR RELATE IN ANY WAY TO THE APPLICATION, THE WEBSITE OR THIS AGREEMENT, EVEN IF ORANJ OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, ORANJ AND ITS PROVIDERS SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE APPLICATION, LOSS OR CORRUPTION OF DATA, COSTS OF RECREATING LOST OR CORRUPTED DATA, THE COST OF ANY SUBSTITUTE SOFTWARE, LOST PROFITS, SALES, BUSINESS, INVESTMENTS OR INVESTMENT OPPORTUNITIES, TRADES, INCURRED COSTS OR EXPENSES, LOSS OF GOODWILL OR FOR OTHER SIMILAR COSTS. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. IN ADDITION, YOU HEREBY ACKNOWLEDGE AND AGREE THAT ORANJ AND ITS PROVIDERS’ MAXIMUM AGGREGATE LIABILITY RELATED TO THE APPLICATION, THIS WEBSITE OR THIS AGREEMENT SHALL IN NO EVENT EXCEED $100.00. SOME STATES IN THE U.S. MAY NOT ALLOW EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL DAMAGES AND THE LIKE, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
ORANJ AND ITS PROVIDERS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH ORANJ DOES NOT HAVE DIRECT CONTROL. THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET), UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT.
- System Use & Security. You assume sole responsibility for the security and integrity of your Internet service and wireless connections, hardware, and all data and information transmitted to, from, or through the Application. You agree to provide such security as is necessary to prevent any unauthorized use of the Application. In addition, you will immediately notify Oranj if any user id/password issued to you in connection herewith is or may be jeopardized, or if any unauthorized access to the Application has occurred or is occurring. Oranj may change the Application host or other providers at any time, and you shall cooperate with such change (including with any related changes such as using a new website address for access).
- Force Majeure. Under NO circumstances will Oranj or its providers be held liable for any delay or failure in performance due in whole or in part to any acts of nature, forces, or causes beyond its reasonable control.
- Export. The Application is intended for use in the United States only. You will not export, re-export or transship the Application, or any documentation related thereto, or any portion or derivative thereof, outside of the United States without the prior written consent of Oranj. You further will not export, re-export, or transship the Application, or any documentation related thereto, or any portion or derivative thereof, to any embargoed country so designated by the United States government or to any prohibited individual or entity so identified on the U. S. Treasury Department’s Specially Designated Nationals and Blocked Persons list or any other prohibited list maintained by the U.S. government. You will be solely responsible for complying fully with all applicable export laws and regulations of the United States and any other relevant jurisdiction with respect to your use of the Application and associated website and will assure that none of the Application or any documentation related thereto, or any portion or derivative thereof, is exported, directly or indirectly, in violation of United States law.
Last Revised: August 2018