Terms of Service

1. About these Terms

These Terms of Service (the “Terms”) are a legally binding agreement between you and OR Digital Holdings LLC, a Wyoming limited liability company (“OrangeRamp”, “we”, “us” or “our”). They apply to your use of the website at orangeramp.io, the OrangeRamp widget wherever it appears, your OrangeRamp account, and any related services we provide (together, the “Service”).

By using the Service, creating an account or placing an order, you confirm that you have read and accept these Terms, our Privacy Policy and our Risk Disclosure. If you do not agree, do not use the Service.

Section 20 contains a binding arbitration agreement and a class action waiver that affect how disputes are resolved if you live in the United States. Please read it carefully.

2. What OrangeRamp does and does not do

OrangeRamp is a technology service that helps you compare offers from independent third-party companies (“Providers”) that sell, buy and exchange crypto assets, and then connects you to the Provider you choose so you can complete your transaction with them.

OrangeRamp:

• is not a party to any purchase, sale or swap between you and a Provider;
• does not receive, hold, transfer, convert or have control over your funds or crypto assets at any time;
• does not process card payments, and never receives your full card number, bank credentials or wallet private keys;
• is not a bank, exchange, broker, custodian or investment adviser; and
• does not provide investment, financial, legal or tax advice. Nothing on the Service is a recommendation to buy, sell or hold any crypto asset.

Each Provider is the merchant of record for your transaction and is solely responsible for executing it, including payment processing, identity verification, fraud checks, delivery of crypto assets, refunds and chargebacks. Your transaction is governed by the Provider’s own terms and privacy policy, which the Provider will present to you before you pay. If those terms conflict with these Terms in relation to the transaction itself, the Provider’s terms apply.

3. Who can use the Service

To use the Service you must:

• be at least 18 years old, or the age of legal majority where you live if that is higher;
• have the legal capacity to enter into these Terms;
• not be located in, ordinarily resident in, or a citizen or national of a country or region listed as restricted in our Compliance & AML page;
• not be the subject of sanctions administered by the United States (including the Office of Foreign Assets Control), the United Nations, the European Union, the United Kingdom or any other applicable authority, and not be owned or controlled by, or acting on behalf of, such a person;
• use the Service only for yourself, and not on behalf of another person unless that person has authorised you and you have told us; and
• not have previously been suspended or removed from the Service.

Providers set their own eligibility requirements, which may be stricter than ours and may differ by country, state, payment method and amount. A Provider may be unavailable in your location even where OrangeRamp is available. You must not use a VPN, proxy or other means to hide your location or to access the Service from a restricted location.

4. Your account

You can view quotes without an account. To place an order or track it, you may need to create an account using your email address. You agree to:

• give us accurate and current information and keep it up to date;
• keep your login details and email account secure and not share access to your account;
• hold no more than one account unless we agree otherwise; and
• tell us promptly at security@orangeramp.io if you believe your account has been accessed without your permission.

You are responsible for activity on your account that results from your failure to keep your login details secure. You can close your account at any time by contacting support@orangeramp.io.

5. Quotes and placing an order

When you enter an amount, we request offers from Providers and show you the result, including the amount of crypto or money you are expected to receive and the fees known to us. We aim to highlight the offer that gives you the best outcome for your amount, payment method and location, but we cannot guarantee that it is the best price available anywhere.

Quotes are offers from Providers

• A quote is an estimate based on market prices and Provider pricing at the time it is shown. Crypto prices move constantly, so quotes may change until the Provider confirms your order.
• Before you pay, the Provider will show you the final amount you will pay and receive, including all fees. Nothing is added after you confirm payment with the Provider.
• Some quotes are held for a limited time, which is shown with the quote. After that time the quote may be refreshed.
• Network (blockchain) fees vary with network demand and are included in the amount shown where the Provider supplies them.

Placing an order

When you select an offer and continue, we pass the details of your order (such as the amount, asset, network and wallet address) to the Provider and direct you to the Provider’s checkout. Your contract for the transaction is formed with the Provider when the Provider accepts your order. The Provider may refuse, delay, cancel or reverse an order for any reason permitted by its terms, including to complete identity checks or comply with law.

6. Identity verification

Providers are required by law to verify the identity of some customers and to monitor transactions. Each Provider decides what information it needs from you, which may depend on the amount, payment method, your location and your previous activity. This may include your name, date of birth, address, a photo identity document, a selfie, and information about the source of your funds.

You provide this information directly to the Provider (or its verification partner), not to us. Where a Provider allows it and you agree, a Provider may tell us whether your verification was completed so that you do not have to repeat it unnecessarily. We do not receive copies of your identity documents.

Separately, we may ask you for information or take steps we reasonably consider necessary to prevent fraud, comply with sanctions laws or protect the Service, as described in our Compliance & AML page.

7. Wallet addresses and irreversible transfers

The Service is non-custodial. Crypto assets you buy are sent directly by the Provider to the wallet address you provide. You are solely responsible for:

• providing a wallet address that you own or control and that is correct for the asset and network you selected;
• including any memo, tag or destination identifier that the receiving wallet or exchange requires; and
• keeping your wallet, private keys and recovery phrase secure.

We will never ask for your private keys or recovery phrase. Anyone who asks for them is attempting to steal from you.

8. Selling and swapping crypto

When you sell crypto or swap one crypto asset for another, the Provider will give you a deposit address and instructions. You must send exactly the asset, network and amount shown, within the time shown.

• If you send a different amount, a different asset, use the wrong network, or send after the quote has expired, the Provider may execute the order at a new rate, return the funds less network fees, or be unable to recover them, in accordance with its terms.
• For swaps, you may be asked for a refund address. Refunds are sent to that address only.
• For sales, the Provider pays the proceeds to the bank account or card you nominate with the Provider. Bank and card processing times are outside our control.
• Fixed-rate quotes are held only for the time shown. Floating-rate quotes are settled at the rate available when your deposit is confirmed on the blockchain.

9. Fees and how we are paid

Providers charge fees for their services, which may include a processing fee, a spread between the market price and the price you receive, and network fees.

OrangeRamp is paid in one or both of the following ways, and either is always included in the quote you see, never charged separately:

• a service fee added to the Provider’s price; and/or
• a commission or revenue share paid to us by the Provider.

The compensation we receive may differ between Providers. Our ranking of offers is based on the amount you are expected to receive and on availability for your order, not on the compensation we receive.

Your card issuer or bank may charge you additional fees, such as foreign transaction or cash advance fees, which are outside our control and are not included in the quote.

10. Cancellations, refunds and chargebacks

Because crypto prices change constantly and blockchain transfers are irreversible, completed purchases, sales and swaps generally cannot be cancelled or refunded. Any right to cancel or obtain a refund is determined by the Provider’s terms and applicable law.

If an order fails or is cancelled before the crypto is delivered, the Provider is responsible for returning your payment. If you have a problem with a transaction, contact us at support@orangeramp.io and we will help you raise it with the Provider.

You must not dispute or charge back a card payment for a transaction that was completed as you instructed. Doing so may be treated as fraud, and we may suspend your account and share relevant information with the Provider.

If you are a consumer in the European Economic Area or the United Kingdom, please note that the statutory right to withdraw from a distance contract within 14 days does not apply to the purchase of crypto assets whose price depends on fluctuations in the financial market that cannot be controlled by the seller.

11. Prohibited use

You must not use the Service to:

• break any law or regulation, including anti-money-laundering, counter-terrorist-financing, sanctions, tax, consumer protection and gambling laws;
• deal in the proceeds of crime, or fund terrorism, weapons proliferation, human trafficking, child sexual exploitation or other serious crime;
• send or receive crypto to or from a darknet market, mixer used to obscure the source of funds, sanctioned address or service, or any address connected with fraud or theft;
• use a payment method or identity that does not belong to you, or that you are not authorised to use;
• split orders, use multiple accounts, or give false information in order to avoid identity checks, limits or monitoring;
• act on behalf of a third party without disclosing it, or allow someone else to direct your transactions, including as part of a scam in which someone has asked you to buy crypto and send it to them;
• interfere with, disrupt, reverse-engineer, scrape or gain unauthorised access to the Service, or use it in a way that could damage it or impair others’ use of it; or
• misrepresent your relationship with OrangeRamp or use our name or brand without permission.

If someone you have met online or by phone is telling you to buy crypto and send it to them, stop. This is a common fraud. Contact support@orangeramp.io before continuing.

12. Businesses, the API and the widget

If you integrate the OrangeRamp API or embed our widget in your own product, our API & Partner Terms also apply to you and to that integration. If you reached OrangeRamp through a third-party app or website, that business is not our agent and we are not responsible for its products or statements.

13. Third-party services

The Service contains links to, and depends on, services provided by others, including Providers, wallet apps, blockchain networks and payment networks. We do not control and are not responsible for those services, their availability, or their acts and omissions. Your use of them is at your own risk and subject to their terms. The fact that we show a Provider’s offer is not an endorsement of the Provider.

14. Intellectual property

The Service, including its software, design, text and graphics, and the OrangeRamp name and logo, are owned by us or our licensors and are protected by intellectual property laws. We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to use the Service for its intended purpose in accordance with these Terms. All other rights are reserved.

Market data, prices and asset information shown on the Service are provided for information only, may be delayed, and may not be redistributed without our permission. Third-party names and logos, including those of crypto assets and payment methods, belong to their respective owners.

If you send us suggestions or feedback, you allow us to use them without restriction or payment to you.

15. Availability and changes to the Service

We work to keep the Service available and accurate, but it is provided on an “as available” basis. We may change, suspend or discontinue any part of the Service, change the assets, networks, payment methods or Providers we support, or limit availability in particular locations, at any time. Where a change materially affects you, we will give you reasonable notice where we are able to.

16. Disclaimers

To the fullest extent permitted by law, the Service is provided “as is” and “as available”, without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, error-free or secure, that quotes will be available or accurate at all times, or that any Provider will accept or complete your order.

Crypto assets carry significant risk, described in our Risk Disclosure. You are solely responsible for deciding whether a transaction is appropriate for you and for any tax that arises from it.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply only to the extent permitted by law.

17. Limitation of liability

To the fullest extent permitted by law:

• we are not liable for any loss arising from the acts or omissions of a Provider, a blockchain network, a wallet provider, a payment network or any other third party, including the failure, delay or reversal of a transaction;
• we are not liable for any loss caused by an incorrect wallet address, network or memo that you provided, the loss or compromise of your private keys or recovery phrase, or changes in the market value of any crypto asset;
• we are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or opportunity, however caused; and
• our total liability to you for all claims relating to the Service is limited to the greater of (a) the fees you paid to OrangeRamp (not to any Provider) in the twelve months before the event giving rise to the claim and (b) one hundred US dollars (USD 100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for fraud, gross negligence, wilful misconduct, or death or personal injury caused by negligence. If you are a consumer in the European Economic Area or the United Kingdom, you also benefit from any mandatory consumer protections under the law of your country of residence.

18. Indemnity

To the extent permitted by law, you agree to indemnify and hold harmless OR Digital Holdings LLC and its members, managers, employees and agents from any claims, losses, liabilities and reasonable expenses (including legal fees) arising from your breach of these Terms, your violation of any law or the rights of a third party, or your misuse of the Service. This section does not apply to consumers in jurisdictions where such an indemnity is not permitted.

19. Suspension and termination

We may suspend or restrict your access to the Service, refuse to pass an order to a Provider, or close your account, if:

• we reasonably believe you have breached these Terms or used the Service for a prohibited purpose;
• we are required to do so by law, by a court or by a regulatory or law enforcement authority;
• we reasonably suspect fraud, money laundering, sanctions evasion or other illegal activity; or
• a Provider asks us to because of activity relating to you.

Where permitted by law, we will tell you the reason. We may be legally prohibited from giving you reasons. You may stop using the Service and close your account at any time. Sections 7, 9 to 11, 14, 16 to 18 and 20 to 23 survive the end of these Terms.

20. Complaints and disputes

Complaints first

If you are unhappy, please tell us first so we can try to put it right. Our complaints process is described in our Compliance & AML page. You can reach us at complaints@orangeramp.io. Complaints about a transaction itself may also need to be raised with the Provider, and we will help you do so.

If you live in the United States: arbitration and class action waiver

If we cannot resolve a dispute informally within 60 days of you or us sending written notice describing it, you and OrangeRamp agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, and not in court, except that either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property rights.

• The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, before a single arbitrator. The Federal Arbitration Act governs this agreement to arbitrate.
• The arbitration may be held by video conference, by written submissions, or in person in the county where you live. Payment of filing and arbitrator fees will be governed by the AAA rules, and we will pay any amount the rules require the business to pay.
• You and OrangeRamp each waive the right to a jury trial and to participate in a class action, collective action or representative proceeding. The arbitrator may award relief only on an individual basis. If this class action waiver is found unenforceable for a particular claim, that claim must be severed and heard in court, and the rest of this section continues to apply.
• You may opt out of this arbitration agreement by emailing legal@orangeramp.io within 30 days of first accepting these Terms, stating your name, the email address on your account, and that you wish to opt out of arbitration. Opting out does not affect any other part of these Terms.

If you live outside the United States

The arbitration agreement and class action waiver above do not apply to you. Disputes will be resolved by the courts identified in Section 21, except that if you are a consumer you may also bring proceedings in the courts of the country where you live, and nothing in these Terms takes away your right to use any alternative dispute resolution scheme available to you by law.

21. Governing law

These Terms, and any dispute relating to them or to the Service, are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws rules, and by applicable US federal law. Subject to Section 20, you and we submit to the exclusive jurisdiction of the state and federal courts located in Laramie County, Wyoming. If you are a consumer living outside the United States, this choice of law does not deprive you of the protection of mandatory provisions of the law of the country where you live.

22. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes to the Service, to the law or to how we work with Providers. The date at the top shows when they were last changed. If a change materially affects your rights, we will notify you by email or on the Service at least 30 days before it takes effect, unless the change is required sooner by law or relates to a new feature. If you do not agree to the updated Terms, you should stop using the Service and may close your account. Orders placed before a change remain subject to the Terms in effect when they were placed.

23. General

• Entire agreement. These Terms, together with the documents they refer to, are the entire agreement between you and us about the Service.
• Assignment. You may not transfer your rights under these Terms without our consent. We may transfer ours as part of a reorganisation, merger or sale of our business, provided your rights are not reduced.
• Severability. If any part of these Terms is found unenforceable, the rest remains in effect.
• No waiver. If we do not enforce a right immediately, we can still enforce it later.
• Events outside our control. We are not responsible for delay or failure caused by events beyond our reasonable control, including outages of networks, blockchains, Providers or payment systems.
• Notices. We may send you notices by email to the address on your account or by posting them on the Service. You can send notices to legal@orangeramp.io.
• Language. These Terms are written in English. Any translation is for convenience, and the English version prevails.

24. Contact us

OrangeRamp is operated by OR Digital Holdings LLC, a Wyoming limited liability company.

• Help with an order: support@orangeramp.io
• Complaints: complaints@orangeramp.io
• Legal notices: legal@orangeramp.io