November 13, 2018
THIS TERMS OF SERVICE CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ORRO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We believe in providing clear, transparent policies for our users. If we decide to change these Terms in the future, we will notify you of material changes prior to effective date. Continued use of the Services constitutes consent to these changes.
(a) Eligibility. You may create an account only if you have the legal capacity to form a binding contract with Orro. You may not sign up for an account if you under the age of eighteen, or if you are eighteen, you may not sign up unless a parent or guardian over the age of eighteen grants permission and agrees to these Terms. You may not use the Orro service if Orro has previously prohibited you from using the Orro website or service.
(b) Account Creation. You must create an account to use the Orro Services. You may create an account through either the Website or Orro app. During the account creation process, you will be asked to provide personal information, including your full name and email address. In creating an account, you agree you will supply truthful and accurate information. You agree to keep your account information and password confidential, and accept all responsibility for activities that occur under your account.
(c) Account Owners and Authorized Users. Any user who creates a Orro account is the “Owner” of that account and any associated Orro products. Users with permission to access and use owned accounts or products are “Authorized Users.” Authorized Users may receive access to an Owner’s account or products through concurrent app instances across multiple devices. Authorized Users may also view or modify account or product settings through the Orro app. Authorized Users are responsible for their own actions in connection with Orro products and the Orro service, but Owner also hereby agrees to be fully responsible for all actions taken by Authorized Users relating to the Owner’s products, services and account. If you are an Owner, you should authorize only those individuals that you trust to access your account, products, and services.
(d) Account Use. You may use your account to access product functionality and your account information via the Orro app. An internet connection is not required for manual switch operation. However, many features will not function properly without a persistent internet connection. Certain product features are optional, and you must choose to activate them by opting-in through the Orro app. Some features may require additional permissions managed by your device OS. Granting permission for these optional features is not required for basic product functionality.
(e) Automatic Software Updates. Orro may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Product Software (“Updates”). These may be automatically installed “over the air” (“OTA”) without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Product. If you do not terminate a previously created Account, you will receive Updates automatically.
(f) Restrictions on Use. As part of your use of the Services, you are prohibited from and agree you will not:
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services without prior authorization;
modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services;
access the Services in order to build a similar or competitive service;
use the Services for any unlawful purpose;
copy, reproduce, republish, download, display, post, or transmit the Services in any form or by any means;
upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Website, Services, Products, or any other system, device or property;
interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Website or the Services, or violate the regulations, policies, or procedures of such networks;
access (or attempt to access) any of the Services by means other than through the interface that is provided by Orro; or
remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Website or the Services.
1You agree that failure to follow these requirements may result in account termination.
(g) Commercial Use: Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
(h) Apple-Enabled Software Applications
Orro offers Product Software applications that are intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”), among other platforms. With respect to Product Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
Orro and you acknowledge that these Terms of Service are concluded between Orro and you only, and not with Apple, and that as between Orro and Apple, Orro, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Orro’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
Orro and you acknowledge that Orro, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Orro and Apple, Orro, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Orro as follows:
Edison Labs, Inc.
Attention: Legal Department
1875 South Grant Street
San Mateo, CA 94402
Or contact us at www.getorro.com/contact. Orro and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
You are free to stop using the Services at any time. Orro reserves the right to terminate accounts or access to the Services at any time, at our sole discretion. While we will attempt to provide advance notice in the case of account termination, you understand and agree that advanced notice may not be provided if impractical, illegal, not in the interest of someone's safety or security, or otherwise harmful to Orro, our property, or our rights.
Orro makes no representations or warranties that our Services, the Product Software or any Orro products are free of defects, viruses or other harmful components. We shall not be responsible for any damages or loss that may result from the hacking or infiltration of our Website or Orro computer systems.
EXCEPT FOR THE LIMITED WARRANTY PROVIDED ON OUR WEBSITE, OUR PRODUCTS AND SERVICES ARE PROVIDED ‘AS IS,’ AND ORRO DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. WE DO NOT WARRANT THAT OUR PRODUCTS OR SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Product Refund. If, for any reason, you decide to return a product that you purchased from us for a refund, you must notify us and return the product to us (or, as applicable, an official Orro retailer or reseller from which you purchased the product) within thirty (30) days from the date the product was delivered. Unless the product is faulty or not as described, you will be responsible for all costs associated with returning the product to us (including uninstallation and the cost of shipping the product back to us). We will refund the price you paid for the product excluding original shipping charges.
Service Content, Software and Trademarks: You acknowledge and agree that the Product and Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Orro, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Products, Service or the Service Content, in whole or in part. In connection with your use of the Products and Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Orro from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Product, Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Product and Services or distributed in connection therewith are the property of Orro, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Orro.
The Orro name and logos are trademarks and service marks of Orro (collectively the “Orro Trademarks”). Other company, product, and service names and logos used and displayed via the Product or Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Orro. Nothing in this Terms of Service or the Product or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Orro Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Orro Trademarks will inure to our exclusive benefit.
We continually update and improve our Services over time. Accordingly, we may suspend, discontinue, limit types of use, or restrict access to all or part of the Service at any time. Some such changes to the Services may render certain hardware devices, third-party services, configurations, or software setups inoperable. While we always strive to notify users of pending changes to our Products or Service, we may make such changes at our sole discretion and with or without notice.
(a) Customer Support. If you have questions or concerns regarding the Services or our Products, please contact us first at www.getorro.com/contact.
(b) Dispute Resolution by Binding Arbitration:
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
This Section 9(b) is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Orro, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Orro are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
YOU AND ORRO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ORRO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Orro is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at the address set forth in Section 14 below. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Orro should be sent to the address set forth in Section 14 below (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Orro and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Orro may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Orro or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Orro is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Orro and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Orro agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $25,000 or less, at your request, Orro will pay all Arbitration Fees. If the value of relief sought is more than $25,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Orro will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Orro will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Finally, if the value of the relief sought is $25,000 or less, Orro will pay reasonable attorneys’ fees should you prevail. Orro will not seek attorneys’ fees from you. But, if you initiate an arbitration in which you seek more than $25,000 in relief, the payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Without limiting the severability provision in Section 11 of the this Terms of Service, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Section 9(b)(ii) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 9(b)(ii) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless Section 9(b)(ii) is deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
Notwithstanding any provision in this Terms of Service to the contrary, Orro agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Orro written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement.
You agree that these Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products or Services shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for Santa Clara County, California for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in an above section.
Under California Civil Code Section 1789.3, users of the Product or Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at the address identified in Section 14 below.
If you have questions or comments regarding our Terms of Service, please contact us at:
Edison Labs, Inc.
Attention: Legal Department
1875 South Grant Street
San Mateo, CA 94402
Or contact us at www.getorro.com/contact