Welcome to the Orchid website (all pages), software and services products (collectively referred to as our “Software”). This Software and associated web-based services (including all functionality and content on orchidadvisors.com) are owned wholly by Orchid LLC, a Connecticut corporation (“Orchid”).
Please review the following terms and conditions (Agreement) which govern your use of the Software as well as any electronic services provided in connecting to web-based sites (Service) owned and operated by Orchid and its partners unless you have either previously registered to use the Software and/or Service or expressly entered into a separate agreement with Orchid. If you have not registered to use this Software or Service, or separately entered into a separate agreement with Orchid, you are considered a trial user under this Agreement. If you have registered or separately entered into a separate agreement with Orchid (Customer Agreement), you are considered a Customer and must also comply with the terms of any separate Customer Agreement, along with the terms of this Agreement.
Your use of the Software and/or Service constitutes your agreement to be bound by this Agreement. We encourage you to review this Agreement whenever you use the Software and/or Service. If you do not agree to the terms of this Agreement, please do not use the Software and/or Service.
1.1. Use of Software
Unless otherwise specified in this Agreement, trial users who use the Software or such portions of the Service as are available to non-customers will be subject to all provisions of this Agreement, except those related to registration, fees and payment, and taxes.
If you register to use any Services that complement the Software products, you will select a username and password, which you agree to keep secret. In case of unauthorized use of your username, password or account, you will notify us immediately at firstname.lastname@example.org.
1.3. Provision of Software and/or Service
To enhance your use of the Software and Service, the Software and Service modules/products often operate in conjunction with one another to provide a more integrated and comprehensive experience. You acknowledge and agree that any Software or Service within the Orchid family will be entitled to provide the Software/Service experience to you, and such Software/Service usage will be governed by the terms of this Agreement.
1.4. Changes to Software and/or Service
To constantly improve and update the Software and Service provided by Orchid, the form and nature of the Software and/or Service may change without notice. Such changes to the Software may include changes in look and feel; changes in supported content; changes in customer capabilities; limits on transactions; and more. Changes to the Service may include changes in hours of availability; changes in access to or format of content; changes in customer capabilities; and limits on storage space or number of transmissions.
1.5. Discontinuation of Software and/or Service
Software or Service, or any aspect or feature of the Software or Service, including the existence of the Software or Service, may be discontinued without prior notice to you. We will provide as much notice as possible regarding changes in the availability of the Software or Service, including emergencies and routine maintenance. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Software or Service, your account details, and any customer content.
“Content” refers to all information, text, photos, images, graphics, illustrations, video and/or audio clips, corporate and other materials made available to trial users and customers, including content generated by Orchid. Content also includes, but is not limited to, customer content and third party content. “customer content” refers to content and other information submitted to us by a customer. Customer content may include, but is not limited to, company or personal contact information, product information, specifications and profiles. “third party content” refers to content provided by a third party that is not customer content, made available through the Service. Customer content definitions also apply to trial users.
1.7. Your Responsibilities
You are responsible for: (i) compliance with this Agreement and the Customer Agreement, if applicable; (ii) compliance with all applicable local, state, federal and foreign laws in using the Software or Service; (iii) acquiring all necessary rights and other authorizations required to supply us with content you wish to see included in the Software and/or Service, whether customer content or third party content, and to allow its use in the Software and as part of the Service (including copying, publication, distribution or other exploitation of such content).
1.8. Use Guidelines
You agree you will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, reverse engineer, or otherwise commercially exploit or make the Software or Services available to any third party, other than as specifically authorized by us in writing; (ii) use the Service directly or indirectly to send electronic messages or other communications in violation of applicable laws; or (iii) knowingly send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material. You further agree you may not use the Software or Service, the third party content or any content provided by Orchid for any purpose other than pursuit of winning awards on your own behalf (or on behalf of a particular client if you are a public relations representative), attendance or presence at events on your own behalf (or on behalf of a particular client if you are a public relations representative), or marketing activities on your own behalf (or on behalf of a particular client if you are a public relations representative). You may only use the minimum amount of third party or other content reasonably necessary to accomplish the foregoing limited purposes.
1.9. Links to Third Party Websites
As a benefit of the Software and Service, the Software and/or Service may contain links to third party websites, which we do not investigate or monitor for accuracy or completeness. You agree that we are not responsible for the practices of those entities, including their privacy policies and practices, or the content, accuracy or opinions expressed in such third party websites. This includes all sites operated by the U.S. Government, including ATF websites and content.
2.1. Proprietary Rights
You agree third party content is owned by third parties and, should you wish to include third party content within the Orchid Software and/or Service, you are responsible for acquiring all rights necessary to use, transmit, distribute, copy, publish, change or display such content. You may not (or permit anyone else to) modify, rent, lease, loan, sell, distribute or create derivative works based on content not provided by you, unless you have been specifically authorized to do so in writing by orchid or, in the case of third party content, by such third party owner in a separate agreement. You are solely responsible for any content, including customer content, you create, transmit or display while using the Software and any accompanying services. Any further copying, publication, distribution or use of such content is at your own risk and we make no warranties or representations and shall not be responsible for any such further use or distribution. We are not responsible for the misuse or misappropriation of any content by you. You agree you will not remove, obscure or alter any proprietary rights notices, including, but not limited to, trademarks/Service marks and copyright notices, that may accompany an image or content obtained via the Software or Service, except to the extent permitted by applicable law.
2.2. License Granted by Us
We hereby grant a limited, non-exclusive, non-transferable, revocable license to: (i) trial users, for use of Software and/or Services in accordance with this agreement and, for customers, to use the Software and/or Services in accordance with this agreement and any customer agreement in place; (ii) use certain third party software as may be downloaded or made available via the Software and/or Services, subject to any additional license terms and conditions that may apply to the use of such Software by you; and (iii) use certain customer content for your internal purposes in accordance with each of the terms hereof and all applicable laws, rules and regulations. We do not make and expressly disclaim any grant by us of a license to use the third party content; any use, publication, distribution or copying of such content is entirely at your own risk.
2.3. License Granted by You
Unless otherwise indicated in the Customer Agreement, you hereby grant us a non-exclusive, irrevocable, perpetual, royalty-free license to use, reproduce, distribute, publish and modify the customer content to the full extent necessary for us to provide the Software and/or Services for your use, in accordance with the user configuration settings you select within the Software and/or Services. Provision of the Software and/or Services may involve allowing other users of the Software and/or Services access to and use of the customer content provided by you in connection with the use and distribution of the Software and/or Services (if permitted by your user configuration settings), unless otherwise indicated in the Customer Agreement, such as uploading Customer Content to the U.S. Government ATF Access 2000 databases.
2.4. Ownership of Content
As between you and Orchid, you own all rights, title and interest in and to the customer content provided by you and Orchid owns all rights, title and interest to all other content.
2.5. Reservation of Rights
No rights are granted to you under this Agreement other than those expressly set forth herein.
3.1. Online and Off-Line Agreement
By using the Software and/or Services, you acknowledge you have read and agree to be bound by this Agreement, as it may be modified. You are required to keep the most current version of the Software operational to always have the most current version of this Agreement. This Agreement may be modified and in force even if you do not update your Software to reflect the revised Agreement.
3.2. Participation Requirements
Customers are also subject to the Participation Requirements as may be noted within the Software and/or Services themselves. This may include, but not be limited to, restriction of access of Content from Prohibited Persons as defined by the U.S. Government, as well as regulatory restrictions under ITAR. Under no circumstances are you allowed to share any Content with Prohibited Persons or any other person who might be legally prevented from viewing said Content under U.S. law. You should never transfer restricted Content as defined by the U.S. Government out of the U.S.
If any fees are payable for Software or Services you use, they are specified at www.orchidadvisors.com or one of the affiliated Orchid LLC or partners’ sites.
Unless otherwise stated, Orchid fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your use of the Software and/or Services, excluding taxes based on Orchid’ net income or property. This includes all applicable taxes for which you may be responsible, including but not limited to taxes associated with purchases, subscriptions, or sales made by you in connection with your use of the Software and/or Service.
This Agreement commences upon your use, access of or receipt of the Software and/or Service and continues throughout such use, access or receipt unless earlier terminated by Orchid. We may terminate this Agreement immediately and suspend or terminate your access to the Software and/or Service in whole or in part, without notice, in the event of any breach or threatened breach of any portion of this Agreement by you or as we may determine in our sole discretion. All fees paid by you upon registration are non-refundable if this Agreement or your access to the Software or Service is terminated as a result of your breach of this Agreement. Any other agreement you may enter into with Orchid concerning the Software and/or Service may contain additional terms regarding any aspect of the Software and/or Service and your relationship with Orchid, including the term and termination of use of the Software and/or Service. Upon notice of termination, the customer agrees to remove all Software from their systems within 30 days.
THE SOFTWARE, SERVICE AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE IS PROVIDED “AS IS” AND “WHERE IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ABILITY TO ACHIEVE A PARTICULAR RESULT, ACCURACY, OR UNINTERRUPTED OPERATION. YOU ASSUME ALL RISK AND RESPONSIBILITY ARISING OUT OF ANY USE OF THE SOFTWARE/SERVICE AND ANY THIRD PARTY CONTENT PROVIDED OR MADE AVAILABLE TO YOU VIA THE SOFTWARE/SERVICE. WE DO NOT REPRESENT OR WARRANT YOUR USE OF THE SOFTWARE/SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SOFTWARE/SERVICE WILL BE ACCURATE OR RELIABLE.
FURTHER, THIS SOFTWARE, SERVICE, AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE IS SOLD WITH THE UNDERSTANDING ORCHID IS NOT RENDERING LEGAL ADVICE; IF LEGAL ADVICE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT. ORCHID SHALL NOT BE LIABLE FOR DAMAGES ARISING HEREFROM. THE FACT AN ORGANIZATION OR WEBSITE IS REFERRED TO IN THE SOFTWARE AND/OR SERVICE AS A CITATION AND/OR A POTENTIAL SOURCE OF FURTHER INFORMATION DOES NOT MEAN ORCHID ENDORSES THE INFORMATION THE ORGANIZATION OR WEBSITE MAY PROVIDE OR RECOMMENDATIONS IT MAY MAKE. FURTHER, YOU SHOULD BE AWARE INTERNET WEBSITES, INCLUDING REGULATORY CONTENT LISTED IN THE SOFTWARE, SERVICE, AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE, MAY HAVE CHANGED OR DISAPPEARED BETWEEN WHEN THIS CONTENT WAS WRITTEN AND WHEN IT IS READ OR OTHERWISE USED. WHERE POSSIBLE, SOURCES HAVE BEEN PROVIDED FOR REGULATORY SECTIONS AND THESE PRIMARY SOURCES SHOULD BE RELIED UPON FOR ANY ACTIONS YOU MAY TAKE WITH REGARDS TO THE CONTENT.
FINALLY, THIS SOFTWARE, SERVICE AND ANY CONTENT PROVIDED VIA THE SOFTWARE/SERVICE HAS NOTHING TO DO WITH FIREARM OR AMMUNITION SAFETY, USE, LOADING OR HANDLING. IT PROVIDES NO INSTRUCTION ON HANDLING OR SAFETY. ACHIEVEMENT OF THE ATF REGULATIONS REQUIRES THOROUGH PROPER EXECUTION AND INTERNAL QUALITY ASSURANCE PRINCIPLES. THIS CONTENT DOES NOT INCLUDE EVERYTHING YOU NEED TO KNOW, IS NOT AN INTERPRETATION OF LAW AND OBVIOUSLY REQUIRES YOU ACCESS, READ AND UNDERSTAND ALL FIREARMS LAWS AND REGULATIONS AND FOLLOW THEM PROPERLY.
You represent and warrant you have full legal authority to enter into this Agreement and receive the Software and/or Service and use the customer content supplied by you for each of the purposes set forth herein and as otherwise required, permitted or facilitated by the Software/Service. You further warrant and represent the customer content you supply to us is true and accurate, and you have sole responsibility for the accuracy and quality of such customer content supplied by you.
You shall defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits or proceedings made or brought against us by a third party in connection with your breach of this Agreement or alleging your provision, use or distribution of customer content provided by you infringes or misappropriates the intellectual property or any other rights of any third party.
9.1. Limitation of Liability
IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU OR ON BEHALF OF YOU HEREUNDER FOR THE SPECIFIC SOFTWARE/SERVICES USAGE IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
9.2. Exclusion of Consequential and Related Damages
IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1. Entire Agreement
You agree this Agreement, together with any applicable Customer Agreement, constitutes the entire agreement between you and Orchid, governs your use of the Software/Service (but excludes any Software/Services we may provide to you under a separate written agreement) and supersedes all prior and contemporaneous agreements concerning provision of the Software/Service to you. Without limiting the generality of the foregoing, in the event an entity of which you are an employee enters into an agreement with us (“Corporate Agreement”) for the provision of services that are substantially similar to the Software and/or Services, the terms of that agreement shall govern to the extent there is a conflict between this Agreement and the terms of that Corporate Agreement.
10.2. Arbitration and Governing Law
This Agreement shall be governed exclusively by the laws of the State of Connecticut, without regard to its conflicts of law provisions. Any dispute, controversy, contest, claim or other matter arising out of or in connection with this Agreement or the interpretation or enforcement hereof shall be settled by binding Arbitration to be held in Hartford, Connecticut in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except either party may file suit or other proceeding in either state or federal court in Hartford, Connecticut with respect to any matter related to the protection or maintenance of intellectual property of either party or any third party. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
You agree we may provide you with notice (“Notice”) under this Agreement, including Notice regarding changes to this Agreement by email, regular mail or posting in the Software and/or Service. You agree to provide us with Notice in writing to the corporate legal address provided on our “Contact Us” page. Notice shall be deemed to have been given upon the third business day after mailing via certified mail, return receipt requested.
10.4. Waiver and Cumulative Remedies
No failure or delay to exercise any right under this Agreement shall constitute waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies at law or in equity.
10.5. U.S. Only
We make the Software and/or Service available to users in the United States (U.S.) and make no representations that the Software or Service is legal, appropriate or available for use in locations outside the U.S. Those who choose to use the Service outside the U.S. do so at their own risk and are responsible for compliance with applicable laws in those jurisdictions.
We reserve the right to modify the terms and conditions of this Agreement at any time, and such modifications will be effective immediately upon posting such modifications in the Software and/or Service. You agree to review the Software and/or Service periodically, and your continued use of the Software and/or Service will be deemed acceptance of any modified terms and conditions of this Agreement.
The following provisions shall survive any termination or expiration of this Agreement for any reason whatsoever: Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11.
11.1. What Personal Information Do We Collect?
- Information You Provide. We receive and store information you enter. For example, when you search for or buy a product or service, or when you supply information such as your address, phone number or credit card. You can choose not to provide certain information, but you then might not be able to take advantage of some of our features. We use the information you provide for such purposes as responding to your requests, improving our Software and Service, and communicating with you. We do not share your information with other parties for purposeful use, unless specifically noted in the nature of the Software or Service (e.g., uploading data to the U.S. Government for filing).
- Other Information. Every computer has an Internet Protocol (IP) address. IP addresses of computers used to visit this site can sometimes be noted. In addition, we may automatically collect other information such as email addresses and contact information.
11.2. How Do We Use Your Information?
- Serviceability. We use your information to provide you with specialized mailings, invitations to in-person events and webcasts, as well as to inform you of Services you may buy.
- Agents. We employ other companies and individuals to perform functions on our behalf. Examples include delivering packages, sending postal mail and email, and processing payments. They have access to personal information needed to perform their functions but may not use it for other purposes.
- Law Enforcement. If we receive a lawful court order to release account or other personal information, we will comply with the law. We will also release information when necessary to protect the life, safety or property of others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.
11.3. How Do We Protect the Security of Your Information?
We limit access to your information on a “need to know” basis. No system can guarantee absolute security; however, we take every reasonable precaution to assure your data is secure.
11.4. Your Choice
Opt-in or Opt-out. It is your choice whether to receive mailings, emails or calls. Please contact Orchid should you be receiving information or content you do not wish to receive. Orchid makes its best efforts to enable all users to opt out of all emails within the email itself in accordance with the CAN-SPAM Act and other regulations.
We do not sell products or services to children. If you are under the age of 18, you may use our Software and/or Service only with involvement of a parent or guardian.
11.6. Other Websites
- You – The individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
- Company – Refers to Orchid Advisors; also referred to as either “the Company”, “we”, “us” or “our” in this Agreement.
- Affiliate – An entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- Website – Refers to the Orchid Advisors website, accessible from www.orchidadvisors.com.
- Service – Refers to the Website.
- Country – Refers to the United States (U.S.)
- Service Provider – Any natural or legal person who processes the data on behalf of the Company. Also refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.
- Personal Data – Any information relating to an identified or identifiable individual. For the purposes of the CCPA, personal data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with you.
- Cookies – Small files placed on your computer, mobile device or any other device by a website, containing the details of your browsing history on that website among its many uses.
- Usage Data – Refers to data collected automatically, generated either using the Service or from the Service infrastructure itself (e.g., the duration of a page visit).
- Do Not Track (DNT) – A concept promoted by U.S. regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.
- Business – Per the CCPA, refers to the Company as the legal entity that collects Consumers’ personal information and determines the purposes and means of the processing of consumers’ personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information, that does business in the State of California.
- Consumer – Per the CCPA, a natural person who is a California resident. A resident, as defined in the law, includes (i) every individual who is in the U.S. for other than a temporary or transitory purpose, and (ii) every individual who is domiciled in the U.S. who is outside the U.S. for a temporary or transitory purpose.
- Sale – Per the CCPA, refers to selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s Personal information to another business or a third party for monetary or other valuable consideration.
12.2. Your Rights Under the CCPA
- The right to notice. You must be properly notified which categories of personal data are being collected and the purposes for which the personal data is being used.
- The right to access/the right to request. The CCPA permits you to request and obtain from the Company information regarding the disclosure of your personal data that has been collected in the past 12 months by the Company or its subsidiaries to a third-party for the third party’s direct marketing purposes.
- The right to say no to the sale of Personal Data. You also have the right to ask the Company not to sell your personal data to third parties. You can submit such a request by visiting our “Do Not Sell My Personal Information” section or web page.
- The right to know about Your Personal Data. You have the right to request and obtain from the Company information regarding the disclosure of the following:
- The categories of personal data collected
- The sources from which the personal data was collected
- The business or commercial purpose for collecting or selling the personal data
- Categories of third parties with whom we share personal data
- The specific pieces of personal data we collected about you
- The right to delete Personal Data. You also have the right to request the deletion of your personal data that have been collected in the past 12 months.
- The right not to be discriminated against. You have the right not to be discriminated against for exercising any of your consumer’s rights, including by:
- Denying goods or services to you
- Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
- Providing a different level or quality of goods or services to you
- Suggesting that you will receive a different price or rate for goods or services or a different level or quality of goods or services.
12.3. Exercising Your CCPA Data Protection Rights
To exercise any of your rights under the CCPA, You can contact us by email or phone; email@example.com or (800) 402-0943. The Company will disclose and deliver the required information free of charge within 45 days of receiving your verifiable request. The period to provide the required information may be extended once by an additional 45 days when reasonably necessary and with prior notice.
12.4. Do Not Sell My Personal Information
We do not sell personal information. However, the service providers we partner with (for example, our advertising partners) may use technology on the Service that “sells” personal information as defined by CCPA law. If you wish to opt out of the use of your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below. Please note that any opt out is specific to the browser you use. You may need to opt out on every browser that you use.
You can opt out of receiving personalized ads as served by our service providers by following our instructions presented on the Service:
- From our “Cookie Consent” notice banner
- Or from our “CCPA Opt-out” notice banner
- Or from our “Do Not Sell My Personal Information” notice banner
- Or from our “Do Not Sell My Personal Information” link
The opt out will place a cookie on your computer that is unique to the browser you use to opt out. If you change browsers or delete the cookies saved by your browser, you will need to opt out again.
12.4.2. Mobile Devices
Your mobile device may give you the ability to opt out of the use of information about the apps you use to serve you ads better targeted to your interests:
- “Opt out of Interest-Based Ads” or “Opt out of Ads Personalization” on Android devices
- “Limit Ad Tracking” on iOS devices
You can also stop the collection of location information from your mobile device by changing the preferences on your mobile device.
12.5. “Do Not Track” Policy
As required by the California Online Privacy Protection Act (CalOPPA), our Service does not respond to Do Not Track (DNT) signals. However, some third party websites do keep track of your browsing activities. If you are visiting such websites, you can set your preferences in your web browser to inform websites that you do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of your web browser.