Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") govern your access to and use of the website orangerypay.com and the On/Off Ramp, virtual account, and Pay In/Pay Out services (collectively, the "Services") provided by ORANGERY TECHNOLOGY LLC ("Orangery Pay", "we", "us", or "our"), a Colorado Limited Liability Company (Entity ID 20248082620) with its registered address at 3000 Lawrence Street, Denver CO 80205, United States.

By accessing the website, creating an account, or using any of the Services, you agree to be bound by these Terms, our Privacy Policy, our Prohibited Jurisdictions & Sanctions Compliance Policy, and our Cookie Policy. If you do not agree, you must not use the Services.

2. Eligibility

To use the Services you must:

• be at least 18 years old and have full legal capacity to enter into a binding contract;
• where you act for a business, be duly authorized to bind that business to these Terms;
• not be located in, resident in, incorporated in, or operating from a jurisdiction listed in our Prohibited Jurisdictions Policy;
• not be, or be owned or controlled by, a person listed on any applicable sanctions list.

3. Account Registration and Verification

You must provide accurate, current, and complete information when opening an account and keep it up to date. Before you can use the Services you must complete our identity (KYC) or business (KYB) verification, which may include providing identification documents, proof of address, business registration documents, and beneficial ownership information.

We may refuse to open an account, request further information, or limit the Services available to you at our discretion, including where verification cannot be completed or where we are required to do so by law.

4. The Services

The Services are described on our website and in any order form, onboarding documentation, or service schedule agreed with you. Specific features, supported currencies, supported countries, limits, and processing times may vary and may change from time to time. Where a separate service agreement is signed with you, that agreement prevails over these Terms to the extent of any conflict.

Certain Services may be provided together with banks, payment institutions, liquidity providers, or other regulated partners. Where this is the case, the partner's terms may also apply and will be made available to you before you use that Service.

5. Fees

Fees for the Services are set out in your pricing schedule or communicated to you before a transaction is confirmed. You authorize us to deduct applicable fees from the funds processed or held on your behalf, or to invoice you for them. Exchange rates applied to currency conversions are shown before you confirm a transaction.

6. Transactions

• You are responsible for the accuracy of all transaction instructions, including beneficiary details, amounts, and currencies.
• Once a transaction has been confirmed and submitted for processing, it may not be possible to cancel or reverse it.
• We may delay, block, reject, or reverse a transaction where we reasonably suspect fraud, a breach of these Terms, a breach of sanctions or anti-money laundering law, or where we are required to do so by law or by a partner institution.
• Processing times are estimates and may be affected by banking hours, partner institutions, compliance reviews, and local payment systems.

7. Prohibited Use

You must not use the Services for any activity listed in our Prohibited Jurisdictions & Sanctions Compliance Policy, or for any unlawful, fraudulent, or deceptive purpose. You must not attempt to interfere with, disrupt, reverse engineer, or gain unauthorized access to the Services or any related system.

8. Account Security

You are responsible for keeping your login credentials, API keys, and devices secure, and for all activity carried out through your account. You must notify us immediately at compliance@orangerypay.com if you become aware of any unauthorized access to or use of your account.

9. Suspension and Termination

You may close your account at any time by contacting us, subject to the completion of pending transactions and any legal retention or review obligations. We may suspend or terminate your access to the Services, with or without notice, where you breach these Terms, where required by law or a competent authority, or where we reasonably consider it necessary to protect the Services, our partners, or other users. Where funds are held for you at termination, they will be returned to a verified account in your name, subject to applicable law.

10. Intellectual Property

The website, the Services, and all related software, content, trademarks, and logos are owned by or licensed to ORANGERY TECHNOLOGY LLC. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with these Terms. No other rights are granted.

11. Disclaimers

Except as expressly stated in these Terms, the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the Services will be uninterrupted, error-free, or available in every country at all times.

12. Limitation of Liability

To the fullest extent permitted by law, ORANGERY TECHNOLOGY LLC is not liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with the Services. Our total liability for any claim arising out of or relating to these Terms or the Services is limited to the fees you paid to us for the Services in the twelve (12) months before the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited under applicable law.

13. Indemnification

You agree to indemnify and hold harmless ORANGERY TECHNOLOGY LLC and its officers, employees, and partners from any claims, losses, liabilities, and expenses, including reasonable legal fees, arising from your breach of these Terms, your violation of any law, or your use of the Services.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Colorado, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Denver, Colorado, and you consent to the personal jurisdiction of those courts.

15. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms on this website with a revised "Last Updated" date and, where the changes are material, notify you by email or through the Services. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

16. General

• If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
• Our failure to enforce any right is not a waiver of that right.
• You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• These Terms, together with the policies referred to in them and any signed service agreement, form the entire agreement between you and us regarding the Services.

17. Contact

If you have any questions about these Terms, please contact us at:

ORANGERY TECHNOLOGY LLC
3000 Lawrence Street
Denver CO 80205
United States
Email: compliance@orangerypay.com