Terms of Use

These Terms of Use govern the use of the website (“Website” or “Site”) and online and mobile services of Orange Commercial Credit, Inc. ("OCC," "we" or "us"), including our factoring and other financing products and services (collectively, “Services”) by OCC clients, customers, debtors, brokers and other users, including their employees and agents (collectively, “Users” or “you”).

These Terms of Use constitute a binding legal agreement. Please read this agreement carefully to ensure that you understand each provision. If you do not agree to any of these terms, then please do not use the Website or the Services.

By using and/or visiting this Website and/or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by this Terms of Use agreement ("Terms of Use" or "Agreement") and to the collection and use of information as set forth in our Privacy and Security Policy.

By using and/or visiting this Website and/or using any of our Services, you further consent to the conduct of business with OCC by electronic and digital means, including without limitation email, e-signatures and e-payments as applicable.

In addition to these Terms of Use, any request for factoring or other financing is also subject to a separate Security Agreement that will be provided to you or to relevant User parties which must be agreed to prior to submission of any request for any funding on behalf of your business (“Request for Funding”). Requests for Funding, including submission of Schedules of Accounts and other documents required to be submitted pursuant to the Security Agreement, may be made electronically and, if so, are subject to the terms and conditions of this Agreement.

User acknowledges when submitting Requests for Funding that they are hereby selling, assigning, setting over and transferring to OCC, its successors or assigns, all its right, title, and interest in and to the Account(s) submitted, including all monies due or to become due thereon, all in accordance with and pursuant to that certain Factoring Agreement now existing by and between User and OCC, the conditions, representations, warranties, and agreements of which are made part of every sale and assignment and incorporated herein by reference. User certifies that the Account(s) submitted are indebted to User in the respective sums for merchandise sold and delivered or for work and labor done and accepted.

An electronic file or files (“Account(s)”) may be set up by OCC for use by Users for storage of data related to the Services and interaction with OCC in order to facilitate the Services, including deposit of Requests for Funding.

OCC reserves the right to make unilateral modifications to these Terms of Use and will provide notice of these changes as described below. Each modification will be effective upon posting on this Site. You agree to be bound to any changes to this Agreement when such modification is posted on the Website. If you do not agree to any of these terms, then please do not use the Website or the Services.

1. Eligibility

Services may be used only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.

By accessing Services, you represent that you are 18 years of age or older. Any use of or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. If so, your profile will be deleted, and your access to Services may be terminated without notice, if OCC believes in its sole discretion that you are less than 18 years of age. The Services are not available to any Users previously removed from the Services by OCC.

OCC does not tolerate discrimination or any action having a discriminatory or discouraging impact, on any basis prohibited under applicable law, including, but not limited to, race, sex (including childbearing capacity), sexual orientation, gender identity or expression, military or veteran status, disability, HIV or AIDS status, national origin, ancestry, creed, religion, familial status, marital or civil union status, political affiliation, receipt of pension benefits, receipt of child support, receipt of public assistance, the use or nonuse of a spouse’s surname, age (provided the applicant has the capacity to contract) or any other basis that has no economic basis.

You and other Users may be required by OCC to provide information about the respective relevant parties to access Services, such as setting up Account(s) or applying for Services. If you or other Users choose to provide us with such information, the relevant parties agree: (i) to provide true, accurate, current, and complete information about yourself (and Company, if applicable) as prompted, (ii) that they have the authority to provide such information, (iii) to maintain and update this information to keep it true, accurate, current, and complete, (iv) that the information provided does not violate any third party’s intellectual property or privacy rights, and (v) that we may take steps to verify the information provided. If any information provided is untrue, inaccurate, not current, or incomplete, we reserve the right, in our sole discretion, to terminate Accounts and refuse current or future use of the Services. Personal information will be used and protected in accordance with our Privacy and Security Policy, and any such information provided to us is subject to our Privacy and Security Policy.

Some Services may require usernames, log-in credentials, and/or passwords (“Passwords”). If you or other Users of your company create or are provided with Passwords, Passwords may not be shared with anyone outside of your company or organization. Passwords must be treated as confidential and must not be disclosed to any other person or entity. You accept full responsibility for managing Account(s) and your Web Portal user access including adding, removing, and setting individual user permissions as needed. If needed, you may contact OCC for assistance to change any user settings. You agree to notify us immediately of any unauthorized access to or use of an Account or Passwords, or any other breach of security. If an Account or Services is accessed using Passwords, the relevant User party must exit and log out from the Account or Services at the end of each session. Extra caution should be used when accessing Services with Passwords from a public or shared computer or unsecured Wi-Fi source. We have the right to suspend an Account, disable or change any Passwords or other identifiers, whether chosen by you other User or provided by us, at any time for any reason in our sole discretion, including due to a violation of these Terms of Use. If you are a client and you terminate your relationship with us, your access to the Services may be terminated without any notice.

2. Accounts

OCC must immediately be notified of a breach of security or unauthorized use of an Account. OCC will not be liable for any inaccuracy contained in personal or Account information or relating to the use of an Account. By using the Services, you and other Users consent to receive electronic communications from us to discuss the use of the Services, for marketing or sales purposes, or to aid in the client experience, including text messages, phone calls, emails to the email address(es) provided to OCC, or posting communications on the Services, and may include notices and information about an Account and are part of the relationship with us.

3. Limitations on Use

The Services are subject to certain limitations and may not be available in jurisdiction where your company is located. The Services must not be used for any unauthorized or unlawful purpose. The following activities are prohibited: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation “bots”, "robots," "spiders," "offline readers," etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at OCC sole discretion an unreasonable or disproportionately large load on OCC infrastructure; (vi) uploading invalid data, viruses, worms, or other destructive code or software agents through the Services; (vii) collecting or harvesting any personally identifiable information from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting affiliation with a person or entity, conducting fraud, hiding or attempting to hide identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by OCC; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

OCC may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to other Users or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend access to the Services without notice and liability for any reason, including if in OCC sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

OCC makes no representations that the Services are appropriate or available for use in jurisdictions other than the United States. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations. You or other Users may not use the Services if you or relevant Users are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

4. Privacy

OCC cares about the User privacy. By using the Website or any Services you and relevant Users consent to the collection, use and disclosure of personally identifiable information, and to have personally identifiable information collected and used by OCC as provided in our Privacy and Security Policy.

5. Services

Subject to the terms and conditions of this Agreement, you and relevant Users are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services for internal business use only and as permitted by the features of the Services, including Services relating to any request for factoring or other funding. OCC reserves all rights not expressly granted herein in the Services and the OCC Content (as defined below). OCC may terminate this license at any time for any reason or no reason. OCC may include commercial opportunities or content in any product, services, image or webpage.

6. Mobile Software

If available, you and other Users can use software to access the Services via a mobile device ("Mobile Software"). To use the Mobile Software the relevant party must have a mobile device that is compatible with the Mobile Software. OCC does not warrant that the Mobile Software will be compatible with any mobile device. OCC hereby grants you and relevant Users a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Account on one mobile device owned or leased solely by you or the relevant Users, for personal use. You and other Users may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, funding, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software.

OCC may from time-to-time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software. You and other Users consent to such automatic upgrading the mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and OCC or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. OCC reserves all rights not expressly granted under this Agreement. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You and other Users agree to comply with all United States and foreign laws related to use of the Mobile Software and the Services.

The following applies to any Mobile Software acquired from any App Store ("App Software"): the App Store operator has no responsibility for the App Software or content thereof. Use of the App Software must comply with the App Store Terms of Use.

7. Proprietary Rights

The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the "OCC Content"), and all intellectual property rights related thereto, are the exclusive property of OCC and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you and other Users agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any OCC Content. Use of the OCC Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

8. User Content

The Website may contain messaging features that allow users of the Website to post, blog submit, publish, display or communicate with OCC or other users or Users (hereinafter, "post") content or materials (collectively, "User Content").

Any User Content posted to the Services will be considered non-confidential and non-proprietary. By providing any User Content on the Site, OCC and its licensees, successors and assigns are granted the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material. The posting party is responsible for any User Content submitted or contributed, and they have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. OCC reserves the right, but has no obligation, to monitor communications between you and other Users. OCC shall have no liability for your interactions with other Users, nor is OCC responsible for the content or accuracy of any User Content posted by you or any other User on the Site.

You may choose, or OCC may invite you, to submit comments or ideas about the Services, including without limitation about how to improve the Services or OCC products ("Suggestion"). By submitting any Suggestion, you agree that such disclosure is gratuitous, unsolicited and without restriction and will not place OCC under any legal obligation, and that we are free to use the Suggestion without any additional compensation to you, and/or to disclose the idea on a non-confidential basis or otherwise to anyone. You hereby waive any rights in and to any suggestions, ideas or comments you may provide to OCC relating to the Website or any Services. You further acknowledge that, upon acceptance of a Suggestion, OCC will exclusively own all rights (including all intellectual property rights) therein relating to the Services.

9. Indemnity

You and other Users agree to defend, indemnify and hold harmless OCC and its, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) use of and access to the Services, including any data or content transmitted or received by you or other Users; (ii) violation of any term of this Agreement, including without limitation breach of any of the representations and warranties above; (iii) violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any information that is sent/submitted via an Account; or (vi) any other party's access and use of the Services with another User’s unique username or other appropriate security code.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall OCC, its affiliates, agents, directors, employees, subsidiaries, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Services. Under no circumstances will OCC be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Services or an Account or the information contained therein.

To the maximum extent permitted by applicable law, OCC assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from access to or use of our Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services; (vii) user content or the defamatory, offensive, or illegal conduct of any third party; and/or (viii) losses arising from the use of an Account. In no event shall OCC, its affiliates, agents, directors, employees, suppliers, or licensors be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of funding provided by OCC for the full calendar month preceding the occurrence of the event causing the loss.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if OCC has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

11. No Warranty

By using our Services, including submitting an application for factoring or other financing, you expressly acknowledge and agree that OCC does not represent, warrant or guarantee that a party will qualify for or obtain a factoring facility or other business funding product.

The Services are provided on an "as is" and "as available" basis and, to the maximum extent permitted by applicable law, they provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, OCC, its affiliates and its licensors, do not warrant that the content is accurate, reliable or correct; that the Services will meet any party’s or User requirements; that the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Services is downloaded at the requestor’s own risk, and they will be solely responsible for any damage to their computer system or mobile device or loss of data that results from such download or the use of the Services.

OCC does not warrant, endorse, guarantee, or assume responsibility for any product or service offered by a third party, and OCC will not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.

12. Disclaimer

You acknowledge that you do not own an Account you use to access the Services, nor do you possess any rights of access or rights to data stored by or on behalf of OCC on OCC servers. You agree that OCC has the absolute right to manage, regulate, control, modify and/or eliminate any such data as it sees fit in its sole discretion, in any general or specific case, and that OCC will have no liability to you based on its exercise of such right. All data on OCC's servers are subject to deletion, alteration or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, Account history and Account content residing on OCC's servers, may be deleted, altered, moved or transferred at any time for any reason in OCC's sole discretion, with or without notice and with no liability of any kind. OCC does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on OCC's servers.

13. Governing Law

You other Users agree that: (i) the Services shall be deemed solely based in Washington; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Washington. This Agreement shall be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Thurston County, Washington for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Thurston County, Washington is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

14. Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from OCC. For any dispute with OCC, you and other Users agree to first contact us at 1-800-231-3878 and attempt to resolve the dispute with us informally. In the unlikely event that OCC has not been able to resolve a dispute it has with you or other Users after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding individual arbitration by JAMS, Inc. ("JAMS"), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing OCC from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

15. Class Action/Jury Trial Waiver

With respect to all persons and entities, regardless of whether they have obtained or used the Services for personal, commercial or other purposes, all claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person's claims. You and Other Users agree that, by entering into this agreement, they and OCC are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

16. Notification Procedures and Changes to the Agreement

OCC may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by OCC in our sole discretion. OCC reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. OCC is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. OCC may, in its sole discretion, modify or update this Agreement from time to time, and so this page should be reviewed periodically. When we change the Agreement in a material manner, we will update the 'last modified' date at the bottom of this page. Continued use of the Services after any such change constitutes acceptance of the new Terms of Use. If you or other Users do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Services.

17. Severability

This Agreement, together with any amendments and any additional agreements you may enter into with OCC in connection with the Services, shall constitute the entire agreement between you and OCC concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

18. No Waiver; No Assignment

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and OCC's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by OCC without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Contact

Please contact us at 1-800-231-3878 with any questions regarding this Agreement.

Last Updated: July 30. 2024