Terms of Service

Effective: April 16th, 2024

Orion Software, LLC and its subsidiaries and affiliates (“Orion Software,” “we,” “our,” or “us”) own and operate certain websites, including related subdomains; our mobile, tablet and other smart device applications; application program interfaces; in-store kiosks or other online services; other tools, technology and programs (collectively, the “Platform”) and all associated services (collectively, the “Services”); in each case, that reference and incorporate these Terms of Use.

These Terms of Use (the “Agreement”) constitute a contract between you and us that governs your access and use of the Platform and Services. What does that mean? It means that by accessing and/or using the Platform or our Services, or by clicking a button or checking a box marked “I Agree” (or something similar), you agree to all the terms and conditions of this Agreement. If you do not agree, do not access and/or use the Platform or Services. As used in this Agreement, “you” means any visitor, user, or other person who accesses our Platform or Services, whether or not such person registered for an Account (as defined below). Unless otherwise agreed by Orion Software in a separate written agreement with you or your authorized representative, the Platform is made available solely for your personal, non-commercial use.

IMPORTANT: PLEASE REVIEW THE “DISPUTE RESOLUTION” SECTION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH ORION SOFTWARE, NO MATTER WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ORION SOFTWARE EACH WAIVE THE RIGHT TO A TRIAL BY JURY. YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING AGAINST ORION SOFTWARE, WHETHER NOW PENDING OR FILED IN THE FUTURE.

BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

The terms and conditions of the Privacy Policy are incorporated into this Agreement by reference.

All screens appearing on the Site including graphics, text, design, buttons, logos, images, and icons, as well as the selection, assembly, and arrangement, are the sole property of Orion Software or its suppliers and/or licensors, and are protected by U.S. and international copyright laws. The content on the Site is only for the purpose of shopping on the Sites or placing an order and for no other purpose. Any other use, including modification, reproduction, uploading, posting, transmission, or distribution in any form or by any means without Orion Software's prior written permission, is strictly prohibited. All software used on the Site is the sole property of GamOrion SoftwareeTree or those supplying the software.

Digital Millenium Copyright Act

If you are a copyright owner or an agent thereof and believe that any content on this Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
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A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Orion Software's designated Copyright Agent to receive notifications of claimed infringement is:
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Orion Software, LLC

Attn: Copyright Agent
44 W Broadway, Ste 230
Eugene, OR 97401
info@orionsoftware.co

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Orion Software customer service by clicking here. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

Your Account

If you register on the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Orion Software does sell products for children, but it sells them to adults who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the Site only with involvement of a parent or guardian. Orion Software reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion. Orion Software reserves the right to change, suspend, or discontinue all or any aspects of the Site at any time without prior notice.

Orion Software does not knowingly collect information from children, including those less than thirteen years of age. If you are a child, do not submit any information to Orion Software. If a parent, guardian, or other concerned person becomes aware that we have collected information from a child, including one less than 13 years of age, please contact us promptly and we will take steps to delete and remove any such information.

Errors on the Site

Prices and availability of products are subject to change without notice. In the event a product price is listed incorrectly due to typographical error or error in pricing information received from our suppliers, Orion Software shall have the right to refuse or cancel any orders placed for any product listed at the incorrect price, regardless of whether the order has been confirmed or your credit card has been charged. If your credit card has already been charged for the purchase and your order is canceled, Orion Software will immediately refund the amount charged to your credit card.

Order Policy and Shipping

Pricing and promotions on orionsoftware.co may vary from that of affiliated sites.Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Orion Software reserves the right at any time after receipt of your order to accept or decline your order for any reason. Orion Software reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. We may require additional verification or information before accepting any order. All orders placed on this Site are subject to product availability. All items purchased from Orion Software are sent by a third-party carrier pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. If you are not fully satisfied with your purchase, you may return it in accordance with Orion Software's Return Policy.

Site Content and Information

The Site contains information, advice, text, and other materials that are provided for your convenience and enjoyment. You should be aware that the information might contain errors, omissions, inaccuracies, or outdated information. If a product offered by Orion Software is not as described, you may return it according to Orion Software's Return Policy. This website and/or certain activities provided via the website may be covered by U.S. Patent 6,091,956.

Site Policies, Modification, and Severability

Orion Software reserves the right to make changes to the Site and these Terms of Service and the Privacy Policy at any time. Each time you use the Site, you should visit and review the then current Terms of Service and Privacy Policy that apply to your transactions and use of the Site. If you are dissatisfied with the Site, their content, or Terms of Service or Privacy Policy, you agree that your sole and exclusive remedy is to discontinue using the Site. If any of these Terms of Service is deemed to be illegal or unenforceable, the remainder of the Terms of Service shall be unaffected and shall continue to be fully valid, binding, and enforceable.

Distributing User Content

Orion Software may allow users to the Site to post reviews and comments ("Content") on products featured on the Sites. By submitting such Content, you automatically agree and promise that all Content is accurate and original and that, without any particular time limit, and without the payment of any fees, Orion Software and anyone Orion Software permits may reproduce, display, distribute and create new works of authorship in any media, based on and including the Content. Additionally, you grant Orion Software the right to use the name you submit in connection with such Content.

No Endorsement of User Content

Users to the Site are prohibited from posting through the Site any harmful, vulgar, obscene, profane, sexually explicit, abusive, threatening, privacy invading, libelous, racially, ethnically, or otherwise objectionable or unlawful content of any kind, or that infringes or may infringe on the intellectual or other rights of another. You acknowledge that Orion Software does not endorse or pre-screen content, but that Orion Software and its designees will have the right (but not the obligation) in their sole discretion to refuse, edit, move, or remove any content that is available via the Sites. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any Content posted by you.

Communications and Text Messages

When you use the Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages through the Services, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your voluntary provision to Orion Software of your cell phone number represents your consent that Orion Software may contact you by telephone, SMS, or MMS messages at that phone number, and your consent to receiving such communications for transactional, operational, or informational purposes. When you provide your phone number to Orion Software, you warrant that you are the current subscriber or authorized user of the relevant account. You understand and agree that such messages may be sent using automated technology. You may unsubscribe from receiving text messages from Orion Software at any time. The following details events where Orion Software may send you a text message:

When placing orders through the Platform, you may receive order status messages from Orion Software about each order. Additionally, you may receive messages from Orion Software following receipt of a completed order soliciting feedback and/or other information relating to the order. Please note that unsubscribing from feedback texts does not mean you may not still receive individual texts from your delivery person to enable successful delivery of your order. You may also receive text messages in response to certain Customer Care requests.

To unsubscribe from text messages please do so in the "Account" section of Services.

Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your mobile phone carrier for details. Your mobile phone carrier (e.g. T-Mobile, AT&T, Verizon, etc.) is not liable for delayed or undelivered messages. If you require assistance, please contact our Customer Service team here

Disclaimers and Limitation of Liability

ORION SOFTWARE PROVIDES THE ORION SOFTWARE SERVICES AND ALL INFORMATION, CONTENT, AND OTHER MATERIAL MADE AVAILABLE THROUGH THE ORION SOFTWARE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY ORION SOFTWARE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.

ANY WARRANTY ON ANY PRODUCT SOLD THROUGH A ORION SOFTWARE SERVICE IS PROVIDED BY THE MANUFACTURER OF THAT PRODUCT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORION SOFTWARE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ATTRIBUTABLE TO YOUR USE OF ANY ORION SOFTWARE SERVICES OR ANY PRODUCT OR SERVICE PURCHASED THROUGH A ORION SOFTWARE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY PRODUCTS YOU PURCHASE THROUGH A ORION SOFTWARE SERVICE OR ORION SOFTWARE GROSS NEGLIGENCE, INTENTIONAL, WILLFUL, RECKLESS OR MALICIOUS MISCONDUCT, OR FRAUD.

Third Party Links

The Platform may contain links to websites that are owned, controlled, developed, sponsored and/or maintained by third parties and which may be subject to additional terms and conditions ("Third Party Websites"). Orion Software does not review, monitor, operate and/or control the Third Party Websites and Orion Software makes no guarantees, representations, and/or warranties as to, and shall have no liability for, the content available on or through and/or the functioning of the Third Party Websites. By providing access to Third Party Websites, Orion Software is not recommending and/or otherwise endorsing the products and/or services provided by the sponsors and/or owners of those websites. Your access to and/or use of the Third Party Websites, including, without limitation, providing information, materials and/or other content to the Third Party Websites, is entirely at your own risk. Orion Software reserves the right to discontinue links to any Third Party Websites at any time and for any reason, without notice.

Security

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or device. You agree to not share your account credentials with others. You may use the Orion Software Services only for lawful purposes. Activities including, but not limited to, tampering with any Orion Software Service, misrepresenting the identity of a user, and using buying agents or conducting fraudulent activities, on the Orion Software Services are prohibited.

You may not violate or attempt to violate the security of the Orion Software Services, including by, without limitation, (a) accessing data not intended for you or logging on to a server or an account which you are not authorized to access; (b) using any Orion Software Service for unintended purposes or trying to change the behavior of any Orion Software Services; (c) attempting to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including without limitation via means of submitting a virus to any Orion Software Services, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”; (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting; or (f) forging communications on behalf of Orion Software (impersonating Orion Software) or to any Orion Software Services (impersonating as a legitimate user). You may not send unsolicited or unauthorized email on behalf of Orion Software, including promotions and/or advertising of products or services. We may prosecute you to the full extent of the law for any violation of these Terms. You may not use any device, software or routine or data to interfere or attempt to interfere with the proper working of any Orion Software Services or any activity being conducted on any Orion Software Service. You may not use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search any Orion Software Services other than the search engine and search agents we provide and generally publicly available browsers.

Termination and Violations of the Agreement

Your rights under this Agreement will terminate automatically without notice if you fail to comply with any term of this Agreement. Further, Orion Software reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Platform and/or Services offered on or through the Platform (or any part thereof), including but not limited to the Platform's features, look and feel, and functional elements and related Services. We will have no liability whatsoever on account of any change to the Platform or any suspension or termination of your access to or use of the Platform. You may terminate this Agreement at any time by closing your Account, uninstalling all Mobile Application(s) (if applicable) and ceasing use of the Platform and Services provided herein.

Upon termination of this Agreement for any reason or no reason: (1) your access rights will terminate and you must immediately cease all use of the Platform and Services; and (2) any provision of this Agreement that contemplates or governs performance or observance subsequent to termination of this Agreement will survive the termination of this Agreement, including without limitation the following sections: (i) “Your Content and Conduct;” (ii) “Disclaimer;” (iii) “Limitation of Liability;” (iv) “Important Note to New Jersey Consumers;” (v) “Termination and Violations of this Agreement;” (vi) “Dispute Resolution;” (vii) “Indemnification” and (viii) “Waiver and Severability.”

Orion Software reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including, without limitation, the right to block access to the Platform and/or Services from a particular account, device and/or IP address.

You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be null and void.

Changes to the Agreement

We may change this Agreement from time to time and without prior notice to you. If we make a change to this Agreement, it will be effective as soon as we post it and the most current version of this Agreement will always be posted under the "Terms of Service" link available on our Platform ("Updated Terms"). You agree that you will review this Agreement periodically. By continuing to access and/or use the Platform and/or Services after we post Updated Terms, you agree to be bound by the Updated Terms, and if you do not agree to the Updated Terms, you will stop using the Platform and/or accessing the Services. The Updated Terms will govern any disputes between you and Orion Software, even if the dispute arises or involves facts dated before the “Effective” date of the Updated Terms.

Governing Law

Except for the “Dispute Resolution” section below, the terms, conditions, and policies contained in this Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles. The Federal Arbitration Act will govern the interpretation and enforcement of the “Dispute Resolution” section.

Also, regardless of any statute or law to the contrary, you must provide notice to Orion Software, pursuant to the procedures in the “Dispute Resolution” section below, of any claim within one year of its accrual, or your claim will be waived and barred.

Dispute Resolution

PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY. IT LIMITS THE WAYS YOU CAN SEEK RELIEF FROM ORION SOFTWARE AND REQUIRES YOU TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS.

I. Informal Dispute Resolution Procedure.

There might be instances when a dispute arises between you and Orion Software. In those instances, Orion Software is committed to working with you to reach a reasonable resolution; however, we can only do this if we know about and understand each other’s concerns. Therefore, for any issue or dispute that arises between you and Orion Software, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: info@orionsoftware.co. For any dispute that Orion Software initiates, we will send our written description of the dispute to the email address associated with your account. The written description must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; and the relief sought.

You and Orion Software then agree to negotiate in good faith about the dispute through an informal telephonic dispute resolution conference between you and Orion Software. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party's counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This should lead to resolution, but if for some reason the dispute is not resolved satisfactorily within sixty (60) days after receipt of the written description of the dispute, you and Orion Software agree to the further dispute resolution provisions below.

To reiterate, this informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
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II. Mutual Arbitration Agreement

You and Orion Software agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of this Agreement or payments by or to Orion Software, or that in any way relate to your use of the Platform, the Materials, the Services, and/or other content on the Platform, your relationship with Orion Software, or any other dispute with Orion Software, shall be submitted exclusively to binding arbitration. This includes claims that arose, were asserted, or involve facts occurring before the existence of this or any prior Agreement as well as claims that may arise after the termination of this Agreement.

Notwithstanding the foregoing, issues related to the scope, validity, and enforceability of this Arbitration Agreement are for a court to decide. Also, each party retains the right to (1) elect to have any claims heard in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction and (2) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other confidential or proprietary information or intellectual property rights. For clarity, this “Dispute Resolution” provision does not alter, amend, or affect any of the rights or obligations of the parties to any Orion Software Delivery Partner Agreement.

ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM. RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND Orion Software ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

III. Class Action and Collective Relief Waiver

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT IN SECTION VII BELOW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS, JOINT, COLLECTIVE OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS CLAIMS AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF). UNLESS BOTH YOU AND ORION SOFTWARE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS (EXCEPT AS SET OUT IN SECTION VII BELOW), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS, JOINT, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY TO THE PROCEEDING.

This Class Action and Collective Relief Waiver is an essential part of this “Dispute Resolution” section, and if it is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Orion Software is entitled to arbitration of such claim or dispute. Notwithstanding the foregoing, if a court determines that the Class Action and Collective Relief Waiver is not enforceable as to a particular claim or request for relief and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims.

IV. Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA"). If AAA is not available to arbitrate, the parties will select an alternative arbitration provider. Except as modified by this “Dispute Resolution” provision, the AAA will administer the arbitration in accordance with either (A) the Commercial Arbitration Rules then in effect, or (B) the Consumer Arbitration Rules then in effect if the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1 (together, the "Applicable AAA Rules"). The Applicable AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.

V. Arbitration Process

If after sixty (60) days the Informal Dispute Resolution Procedure above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Applicable AAA Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

VI. Arbitration Location and Procedure

Unless you and Orion Software otherwise agree, the arbitration will be conducted in the county where you reside. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Orion Software submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, your right to a hearing will be determined by the Applicable AAA Rules. Subject to the Applicable AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Orion Software, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.

VII. Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands presented by or with the assistance or coordination of the same law firm or organization are submitted to AAA or another arbitration provider (if AAA is unavailable) against Orion Software within a 30-day period (or in otherwise close proximity), the arbitration provider shall (i) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with Orion Software and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “Batch Arbitrations” provision shall in no way be interpreted as authorizing class arbitration of any kind. Orion Software does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this section VII.

VIII. Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the applicable AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Agreement. The arbitrator's award of damages and/or other relief must be consistent with section III above and also must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages or other relief for which a party may be held liable.

Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), Orion Software will have the right to recover attorneys’ fees and expenses.

IX. Fees

Your responsibility to pay an AAA filing, administrative, and/or arbitrator fees will be solely as set forth in the applicable AAA Rules (as modified by section VII above). If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Orion Software will pay as much of the filing, administration, and/or arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive to you.

X. Right to Opt-out of Arbitration

Orion Software's updates to these Terms and Conditions do not provide you with a new opportunity to opt out of the Mutual Arbitration Agreement if you previously agreed to an Agreement and did not validly opt out of arbitration. Orion Software will continue to honor any valid opt outs if you opted out of the Arbitration Agreement in a prior version of the Terms and Conditions. If you create a Orion Software account for the first time on or after October 14, 2021, you may opt out of this Mutual Arbitration Agreement. To opt out, you must notify Orion Software in writing no later than 30 days after first becoming subject to this Mutual Arbitration Agreement. Your notice must include your name and address, the email address you currently use to access your Orion Software account (if you have one), and a clear statement that you want to opt out of this Mutual Arbitration Agreement. You must send your opt-out notice to: info@orionsoftware.co. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with Orion Software or may enter into in the future with Orion Software.

XI. Changes

Orion Software reserves the right to change this "Dispute Resolution" section, but any such changes will not apply to any individual claim(s) for which you have already provided notice to Orion Software. If Orion Software changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Platform or Services after such change will be deemed acceptance of those changes. If you do not agree to such change, you may reject any such change by providing Orion Software written notice of such rejection by mail or hand delivery to: Orion Software, Attn: Dispute Resolutions, 44 W Broadway, Suite 230, Eugene, OR 97401, or by email from the email address associated with your account to: info@orionsoftware.co, within 30 days of the date such change became effective, as indicated in the "Effective" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Orion Software in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement, as applicable).

Waiver and Severability

Any waiver by Orion Software of any term of this Agreement must be in writing. Except as otherwise provided in this Agreement (see “Dispute Resolution” section III), if any portion of this Agreement is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of this Agreement shall continue to be enforceable and valid according to the terms contained herein.

Entire Agreement

This Agreement, together with any amendments and any additional agreements you may enter into with Orion Software in connection with the Platform and the Services hereunder, shall constitute the entire agreement between you and Orion Software concerning the Platform and the Services hereunder.