API & Partner Terms

1. Scope

These API & Partner Terms (the “Partner Terms”) apply to any business or developer (“you”) that accesses the OrangeRamp application programming interface, sandbox, documentation, SDKs or embeddable widget (together, the “API”). They form an agreement between you and OR Digital Holdings LLC, a Wyoming limited liability company.

Our Terms of Service also apply to your use of the API where relevant. If you have signed a separate written agreement with us, that agreement prevails over these Partner Terms where they conflict. By creating API keys or using the API, you confirm that you are authorised to accept these Partner Terms on behalf of your business.

2. Access and API keys

• You must apply for production access and provide accurate information about your business, its ownership and your intended use. We may approve or decline any application.
• Keep your secret API keys confidential and use them only from your servers. Never place secret keys in a browser, mobile app or public repository. You are responsible for all activity using your keys.
• Tell us immediately at security@orangeramp.io if a key is exposed, and rotate it.
• Use the sandbox and test credentials only for testing. Test transactions do not move real funds.

3. Your obligations

You agree that you will:

• comply with all laws that apply to your business and your integration, including consumer protection, financial promotion, advertising, data protection, sanctions and anti-money-laundering laws;
• hold any licence or registration your own activities require, and not represent that OrangeRamp holds a licence on your behalf;
• clearly show end users, before they place an order, that their transaction is provided by a third-party Provider via OrangeRamp, and link to our Terms of Service, Privacy Policy and Risk Disclosure;
• not describe the service as risk-free, guaranteed, insured or as an investment, and not provide investment advice in connection with it unless you are authorised to do so;
• not take custody of end users’ crypto assets or funds as part of the integration unless you are licensed to do so and we have agreed in writing;
• pass us accurate order information, including the wallet address supplied by the end user, and not alter quotes or amounts shown to end users without clearly disclosing any fee you add;
• not offer the API to end users in restricted locations, or to anyone you know or suspect is acting for a sanctioned person;
• not split orders, rotate identities or otherwise help any end user avoid a Provider’s identity verification, limits or monitoring; and
• respond promptly and accurately to our reasonable requests for information about your business, your integration or specific orders, including for compliance purposes.

4. Restrictions

You must not resell, sublicense or white-label the API to another business without our written consent; exceed rate limits or attempt to circumvent them; scrape, copy or cache quotes for purposes other than presenting them to your end users; reverse-engineer the API; use the API to build a competing quote aggregation service; or use it in connection with any activity prohibited by our Terms of Service.

5. Branding

We grant you a limited, non-exclusive, revocable licence to use the OrangeRamp name and logo solely to identify the service in your integration, in line with any brand guidelines we provide. You must not suggest that we endorse your business beyond our actual relationship. You grant us a licence to use your name and logo to identify you as a partner, unless you tell us in writing not to.

6. Fees and revenue share

Access to the API is free unless otherwise agreed. Any partner fee you may add to end-user quotes, and any revenue share we pay you, will be set out in your dashboard or in a written order form. Revenue share is paid only on completed orders, net of refunds, chargebacks and reversals, and may be withheld for orders we reasonably believe to be fraudulent or in breach of these Partner Terms. You are responsible for your own taxes.

7. Data protection

You and OrangeRamp each act as independent controllers of end-user personal information that you share with each other through the API. Each of us is responsible for our own compliance with data protection law, including giving end users appropriate privacy notices and having a lawful basis to share their information.

Where personal information is transferred from the European Economic Area or the United Kingdom, the European Commission’s Standard Contractual Clauses (controller-to-controller module) and, where applicable, the UK International Data Transfer Addendum are incorporated into these Partner Terms by reference. Each of us will notify the other without undue delay of any security incident affecting personal information shared through the API.

8. Availability, changes and support

We aim to keep the API available and performant but do not guarantee any level of uptime unless agreed in writing. We version the API and will give at least 90 days’ notice before removing or making a breaking change to a stable version, unless a shorter period is required for security, legal or Provider reasons. Developer support is available at developers@orangeramp.io.

9. Suspension and termination

Either party may terminate these Partner Terms with 30 days’ written notice. We may suspend or revoke your API access immediately if we reasonably believe you have breached these Partner Terms, your integration presents a legal, regulatory, fraud or security risk, or a Provider or authority requires it. On termination you must stop using the API and our brand, and delete our confidential information, but may keep data you are legally required to retain.

10. Confidentiality

Each party will keep the other’s non-public business, technical and pricing information confidential and use it only for the purpose of the integration, except where disclosure is required by law. This obligation continues for three years after termination, and indefinitely for API keys and personal information.

11. Warranties and disclaimers

Each party represents that it is duly organised, has authority to enter into these Partner Terms, and is not a sanctioned person. Otherwise, the API is provided “as is” and “as available”, and to the fullest extent permitted by law we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not guarantee the availability, pricing or performance of any Provider.

12. Limitation of liability

To the fullest extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. Each party’s total liability arising out of these Partner Terms is limited to the amounts paid by one party to the other under them in the twelve months before the claim, or one thousand US dollars (USD 1,000) if greater. These limits do not apply to breaches of confidentiality, your breach of Section 3 or 4, either party’s indemnity obligations, or fraud.

13. Indemnity

You will defend and indemnify OR Digital Holdings LLC against any third-party claim, regulatory action, fine or loss arising from your integration, your marketing to end users, your breach of these Partner Terms, or your violation of law. We will defend and indemnify you against any third-party claim that the API, used as permitted, infringes that third party’s intellectual property rights.

14. General

These Partner Terms are governed by the laws of the State of Wyoming, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Laramie County, Wyoming. We may update these Partner Terms with 30 days’ notice by email or in your dashboard; continued use after that date is acceptance. Neither party may assign these Partner Terms without the other’s consent, except to a successor in a merger or sale of substantially all of its business. Notices to us should be sent to legal@orangeramp.io.