Media Bundle Terms and Conditions
Last Updated: July 10, 2026
These Media Bundle Terms and Conditions (the “Terms”) govern your access to, and use of digital content products, newsletter bundles, articles, branded content assets, consulting sessions, and other related offerings (collectively, the “Media Bundle Services”) made available by Orion Advisor Solutions, Inc., and its affiliates (“Orion” or “we”, “our” or “us”). By purchasing or using the Media Bundle Services, you agree to be bound by these Terms.
These Terms form part of the overall agreement between you and us, which also includes:
(1) our Privacy Policy, which explains how we collect and use your information; and
(2) our Orion Terms and Conditions of Use, which governs your access to, and activity on the Orion site.
By purchasing or using the Media Bundle Services, creating an account, completing the online subscription workflow, clicking to accept these Terms, or accessing any purchased content made available by Orion or consulting services (collectively, the “Media Bundle Content”), you agree to be bound by these Terms.
We may modify these Terms from time to time. Unless a change is required sooner for legal, regulatory, security, or operational reasons, modifications to these Terms will apply beginning with your next renewal term or thirty (30) days after the updated Terms are posted or otherwise made available to you, whichever occurs first. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue your use of the Media Bundle Services.
Important: These Terms require all disputes between us to go through binding arbitration instead of government court. By accepting these Terms, you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions.
1. CONTENT
Proprietary Rights
- All materials contained on the Media Bundle Services, including all content, and the sound, audio, software, graphics, text and look and feel of the Media Bundle Services, and all trademarks, copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by Orion, our subsidiaries or affiliated companies, contributors, our third party licensors, and/or our advertising partners. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the Media Bundle Services, in whole or in part, unless specifically stated otherwise. Subject to your compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to: (a) access and use the Media Bundle Services; (b) download, reproduce, customize, and brand with your firm name, logo, contact information, and required disclosures the digital content products purchased through the Media Bundle Services; and (c) distribute such purchased digital content products solely to your existing and prospective advisory clients in connection with your professional advisory business. Except as expressly permitted in these Terms, you may not sell, sublicense, assign, transfer, publish, distribute, repackage, or otherwise exploit the Media Bundle Services or any Media Bundle Content.
- Permitted Branding and Client Distribution. You may modify the visual branding elements of purchased Media Bundle Content, including the addition of your firm name, logo, contact information, disclosures, and similar branding material. You shall not: (i) remove Orion copyright, attribution, ownership, or proprietary notices; (ii) materially alter the substantive content except to add your branding, contact information, disclosures, or other compliance-required language; (iii) represent that Orion-authored content was originally created by you; (iv) distribute Media Bundle Content to other financial advisers, investment advisers, broker-dealers, publishers, content providers, marketing agencies, content aggregators, or other commercial third parties; or (v) sell, sublicense, resell, repackage, or otherwise commercially exploit the content except as expressly permitted herein.
- Ownership of Customized Content. Any customization, branding, modification, or incorporation of your materials into Media Bundle Content does not transfer ownership of the underlying content. Orion retains all right, title, and interest in and to the Media Bundle Services, Media Bundle Content, and all derivative, modified, customized, or branded versions thereof, excluding your pre-existing trademarks, logos, disclosures, and other materials independently owned by you.
- License Term; Effect of Expiration or Cancellation. Your license begins when your subscription starts and continues only during the applicable subscription term and any renewal term for which all applicable fees are paid. Upon expiration, cancellation, or termination of your subscription, you must cease all future distribution of Media Bundle Content. For clarity, you are not required to retrieve or destroy copies of Media Bundle Content that you properly distributed to your clients during an active subscription term, but you may not make any new distributions of Media Bundle Content after expiration, cancellation, or termination of the applicable subscription. If you upload or submit your content, branding, logos, disclosures, or other materials through the Media Bundle Services (“Your Content”), you grant Orion a limited, non-exclusive, worldwide, royalty-free license to access, use, host, store, reproduce, display, and process Your Content solely as necessary to provide, operate, support, secure, and improve the Media Bundle Services and to fulfill your purchase or consulting request. By posting or submitting Your Content through the Media Bundle Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
Third-Party Content
- You acknowledge that the Media Bundle Services may include content provided by Orion, its personnel, contributors, or third-party licensors. Any opinions, advice, statements, judgments, services, offers, or other information that constitutes part of the content expressed or made available by third parties, are those of the respective authors and not of Orion or its affiliates or any of their officers, directors, employees, or agents.
2. CONDUCT
You, as a user, agree to use the Media Bundle Services only for lawful purposes. Without limiting anything else above, specific prohibited activities include, but are not limited to:
- using the Media Bundle Services or any Media Bundle Content in any manner that violates applicable law, regulation, regulatory guidance, or third-party rights;
- selling, sublicensing, reselling, redistributing, publishing, repackaging, or otherwise making available any Media Bundle Content except as expressly permitted under these Terms;
- distributing Media Bundle Content to other financial advisers, investment advisers, broker-dealers, publishers, content providers, marketing agencies, content aggregators, or other commercial third parties;
- removing, obscuring, or altering any copyright, trademark, attribution, ownership, or proprietary notice included in or associated with any Media Bundle Content;
- materially altering the substantive content of any Media Bundle Content except to add your branding, contact information, disclosures, or other compliance-required language;
- using or presenting the Media Bundle Services or any Media Bundle Content as legal, investment, tax, fiduciary, regulatory, financial planning, or compliance advice from Orion;
- using any automated device, software, process, or means, including spiders, robots, crawlers, scrapers, or data mining tools, to access, retrieve, index, extract, copy, or store any Media Bundle Content or Proprietary Materials without Orion’s prior written consent;
- using any Media Bundle Content, Proprietary Materials, or data from the Media Bundle Services to create, generate, train, fine tune, develop, improve, validate, or operate any artificial intelligence model, large language model, machine learning system, dataset, embedding model, synthetic content generator, or similar technology;
- interfering with, disrupting, compromising, or creating an undue burden on the Media Bundle Services or any systems, networks, or services connected to the Media Bundle Services;
- attempting to circumvent, disable, or interfere with any security-related feature, access control, license restriction, or technical measure associated with the Media Bundle Services; or
- uploading, submitting , or transmitting any content or materials that infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, contractual, or other rights of any third party.
You represent and warrant that neither your actions in using the Media Bundle Services nor Your Content will violate any of the prohibited conduct described above.
3. LINKS
The Media Bundle Services may contain links or otherwise direct you to sites operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or Media Bundle Services available at these sites. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or Media Bundle Services contained on, or available through, the third party site.
We reserve the right to disable links to third party sites.
4. PAYMENT AND PROCESSING OF MEDIA BUNDLE SERVICES
If you order digital products or Media Bundle Services from the Media Bundle Services site, the following terms apply:
- Products. We reserve the right to limit the quantities of any Media Bundle Services. All descriptions of Media Bundle Services are subject to change at any time without notice, at Orion’s sole discretion. We reserve the right to discontinue any Media Bundle at any time. Any offer for any Media Bundle made on this site is void where prohibited.
- Subscription Term; Renewal; Cancellation. Unless otherwise stated in the online subscription workflow at the time of purchase, each subscription begins on the date your subscription purchase is completed and continues for an initial term of one (1) year. Thereafter, your subscription will automatically renew for successive one (1) year renewal terms unless you cancel through your online account prior to the applicable renewal date or Orion otherwise terminates the subscription in accordance with these Terms. You may cancel your subscription online through the account created through the online subscription workflow at the time of purchase. Cancellation will stop future renewal charges but will not entitle you to a refund of fees already paid, except where required by applicable law or expressly approved by Orion in writing.
- Payment. The fees for your subscription or other Media Bundle Services are set forth in the online subscription workflow you complete to subscribe or purchase the applicable offering. You agree to pay any and all prices and fees due for all Media Bundle Services purchased at the time you order the Media Bundle Services. Subscription fees are charged upfront at the start of the applicable subscription term and, unless you cancel before renewal, upfront at the start of each renewal term. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility. Unless expressly noted, all payments required by these Terms are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments and you agree to bear and be responsible for the payment of all such charges imposed, excluding taxes based upon Orion’s income and/or corporate franchise taxes.
Orion may adjust pricing for future subscription terms. Unless Orion expressly communicates otherwise, any change to recurring subscription fees will apply no earlier than your next renewal term, and Orion will provide notice of such pricing change by email or through the Media Bundle Services before the renewal charge is processed. If you do not agree to the changed fees, you may cancel your subscription through your online account before the renewal date.
Payment must be made by a valid payment method acceptable to Orion at the time of purchase. You authorize Orion and its payment processor to charge the payment method you provide for the applicable upfront subscription fee at subscription start and, unless you cancel before renewal, for the applicable renewal fee at the start of each renewal term.
In addition to any recurring Media Bundle Service fees, Orion may charge set up fees and other one-time fees for any of the Media Bundle Services (“One-time Fees”). All One-time Fees shall be charged to the payment method provided by you (and acceptable to Orion) at the time of your purchase, and you hereby agree that Orion is authorized to so charge the payment method provided by you. Orion, in its sole discretion, shall determine the prices it will charge for all One-time Fees.
Because digital Media Bundle Content may be made available electronically and accessible promptly after purchase, all sales are final and all fees are non-refundable except where required by applicable law or expressly approved by Orion in writing. Cancellation prevents future renewal charges but does not entitle you to a refund of fees already paid for the then-current subscription term. Any fees or other amounts due to Orion hereunder not paid within thirty (30) days of being due will be subject to a late fee equal to one and one-half of a percent (1.5%), or if lower, the highest rate permitted under applicable law, of the unpaid balance per month determined from the date due until the date paid.
Certain Media Bundle Services may include the ability to purchase or book consulting services, strategy sessions, workshops, speaking engagements, coaching sessions, or other professional services. The specific consulting services, scheduling process, cancellation/rescheduling rules, expiration period, and applicable fees will be as described in the applicable online subscription workflow, purchase confirmation, or service-specific terms. Unless otherwise stated at purchase, consulting services are provided for general educational and informational purposes only and do not constitute legal, investment, tax, fiduciary, regulatory, or compliance advice.
You may cancel your subscription through your online account as described above. Orion may suspend or terminate your access to the Media Bundle Services if you fail to pay applicable fees, violate these Terms, or if Orion discontinues the applicable Media Bundle Services. Upon expiration, cancellation, or termination, your right to access the Media Bundle Services and make future distributions of Media Bundle Content will cease, subject to the limited continuing rights expressly described in Section 1.
- Payment Processing. We use third-party partners to facilitate the Media Bundle Services online site, particularly with respect to payment management. When you provide payment card information when placing an order, our third-party payment processor, First Data Merchant Services LLC (or such other providers as we may in the future utilize), uses that information for the purpose of facilitating transactions or purchases related to the Media Bundle Services. By purchasing the Media Bundle Services and accepting these Terms of Use, you hereby authorize Orion and its third-party payment service provider to charge your payment card using any such payment card information, and you agree to pay all charges incurred by you or on your behalf through the site. If you elect to pay the charges billed to you hereunder via credit card, we will assess a credit card surcharge to cover our credit card processing costs. This credit card surcharge will: (i) only be applied where permitted by applicable law; and (ii) will not exceed the amount assessed to Orion by the applicable credit card company in connection with the transaction and/or the amount permitted by applicable law. The credit card surcharge will apply only to credit card transactions and does not apply to debit card or prepaid card payments. By choosing to pay via credit card, you expressly agree to the addition of the credit card surcharge. You also agree to provide complete and accurate billing information, which may include your address and contact information, to facilitate payment. For more information about our collection and use of personal information, please review the Privacy Policy linked in the applicable online subscription workflow or Media Bundle Services site. For more information about how First Data Merchant Services LLC processes your payment card information, please review its privacy policy, located here, and its Terms of Service, located here. We reserve the right to cancel any transaction or payment as well as the right to verify any payment information. If the issuer of your payment card refuses to authorize payment, we will not be liable for any delay or non-delivery.
5. THIRD-PARTY COMPANIES AND PROVIDERS
The Media Bundle Services may enable you to request and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality or availability of such products or services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for the Media Bundle Services.
In addition, the Media Bundle Services may prompt you to establish an account with a third party service provider not owned or operated by us. Your agreement and understanding with any such third party service provider is solely between you and such service provider. Any disputes you may encounter with such third party service provider must be settled solely between you and the service provider.
6. DISCLAIMERS
The Media Bundle Services are provided by us on an “as is” and “as available” basis. To the fullest extent permissible by applicable law, we disclaim all implied warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.
Without limiting the foregoing, neither we nor any third-party provider makes any representation or warranty of any kind, express or implied: (i) as to the operation of the Media Bundle Services, or the information, content, materials or products included thereon; (ii) that use of the Media Bundle Services will be 100% secure, uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information, content, or service, provided through the Media Bundle Services; or (iv) that the servers, or emails sent from or on behalf of us, are free of viruses or other harmful components.
You acknowledge and agree that none of the data, services, content, or technology made available to You under these Terms constitutes: (i) a recommendation, endorsement, offer, or solicitation for any investment adviser, investment manager, or other investment firm or its services; (ii) an offer, purchase, or sale of any security, investment product, or service; (iii) legal, investment, tax, or fiduciary advice; or (iv) any guarantee of compliance with laws, statutes, rules, or regulations of the U.S. Securities and Exchange Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”), U.S. Department of Labor (“DOL”), or any other applicable local, state, federal, or international regulator. Any financial or investment information made available to you, as well as reference materials or links to other web sites, are for general informational purposes only, and are not intended to be relied upon for transactional or other purposes. Past performance of any security, investment manager, financial plan, or strategy is not an indication of future performance.
You acknowledge and agree that neither Orion nor any of its employees, agents, managers, directors, affiliates, independent contractors, service providers, or third parties shall be deemed to offer advice regarding the quality or suitability of any investment or of any investment manager for you and assume no responsibility or liability for any action, investment decisions, advice, treatment, or services rendered by you.
You acknowledge and agree that Orion and its employees, agents, managers, directors, affiliates, independent contractors, service providers, or third parties shall not have any liability for investment recommendations or decisions made by you, your clients, or prospects based upon, or the results obtained from, your use of the Media Bundle Services.
You are solely responsible for determining whether your access to, use of, modification of, branding of, distribution of, supervision of, approval of, retention of, and recordkeeping for Media Bundle Content complies with all applicable laws, regulations, regulatory guidance, and internal policies, including SEC, FINRA, DOL, state securities, broker-dealer, investment adviser, advertising, marketing, testimonials/endorsements, supervisory, books-and-records, archiving, and compliance requirements. You are solely responsible for obtaining all required approvals from your compliance department, broker-dealer, registered investment adviser, regulator, or other supervisory authority before using, modifying, branding, or distributing Media Bundle Content. Orion does not review, monitor, supervise, approve, certify, archive, or retain records of your use of Media Bundle Content for regulatory compliance purposes. Neither Orion nor any of its employees, agents, directors, managers, independent contractors, service providers, or third parties make any representation or warranty that the Media Bundle Services or any data, content, or technology made available to you comply with state, federal, or international rules or regulations, and has no direct obligation with respect to regulatory compliance and disclaims all representations, warranties, and liability associated therewith.
Content Currency. Media Bundle Content is educational and informational in nature and is created as of a particular point in time. Orion does not undertake any obligation to update, revise, supplement, or refresh previously delivered content and makes no representation that previously delivered or distributed content remains current, accurate, complete, or suitable for your intended use after its initial publication or delivery.
You understand and acknowledge that Orion would not be able to provide the Media Bundle Services on an economically feasible basis without the foregoing exclusions, limitations, and disclaimers of warranties and limitations of liability, and that accordingly, such exclusions, limitations, and disclaimers reflect a reasonable allocation of risk under the circumstances, and will apply to the greatest extent permissible pursuant to applicable law.
7. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ORION, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY BREACH IN SECURITY CAUSED BY A THIRD PARTY ARISING OUT OF OR RELATING TO ANY ATTEMPT TO UTILIZE ANY FEATURE OF THE SITE OR ANY MEDIA BUNDLE SERVICES.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ORION, ITS AFFILIATES, VENDORS OR ANY OTHER ENTITY AFFILIATED WITH ORION, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DAMAGES INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOST PROFITS, LOST DATA, OR LOSS OF USE) ARISING OUT OF OR RELATING TO USE OF OR INABILITY TO USE THE SITE OR MEDIA BUNDLE SERVICES, OR ANY INFORMATION CONTAINED WITHIN THE SITE, OR STORED OR MAINTAINED BY ORION. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ORION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF ORION IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL ORION’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE MEDIA BUNDLE SERVICES EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC MEDIA BUNDLE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ORION, ITS LICENSORS, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, OR AFFILIATES, HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF ORION.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS SITE, ANY SERVICE OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
8. LEGALITY
You are subject to all laws of the state(s) and countries in which you reside and from which you access or use the Media Bundle Services and are solely responsible for obeying those laws. We make no representations or warranties, implicit or explicit, as to your legal right to purchase, access, brand, modify, distribute, or otherwise use any Media Bundle Services.
9. DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND ORION AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
a) Applicability of Arbitration Agreement. In this Section (the “Arbitration Agreement”), if you are a customer in the United States (including its possessions and territories), you and Orion agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or any Media Bundle Services, including any claim against any Orion affiliate or licensor that cannot be resolved in small claims court will be fully and finally resolved by binding arbitration on an individual basis. The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms. In addition, all disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
b) Arbitration Rules. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act, including its procedural provisions, governs the interpretation and enforcement of this dispute-resolution provision, and not state law. Arbitration will be conducted by JAMS, Inc. (“JAMS”) (https://www.jamsadr.com/) If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum, and if they cannot agree, will ask the court to appoint an arbitrator pursuant to 9 U.S.C. § 5. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c) Further Arbitration Rules and Process. If you elect to seek arbitration, you must first send to us, by certified mail, a written Notice of your claim (“Notice”). The Notice must be addressed to: Orion Advisor Solutions, Inc. 17605 Wright Street, Omaha, NE 68130 (“Notice Address”). If we initiate arbitration, we will send a written Notice to the email address that is associated with your account. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If we and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or we may commence an arbitration proceeding. The arbitration will take place exclusively through JAMS and any arbitration hearings will take place in New York County, New York, before and in accordance with the arbitration rules of JAMS in existence at that time; provided, however, that the foregoing shall in no way limit or restrict a party’s right to enforce an arbitration award in any court of competent jurisdiction.
d) Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
e) Fees. JAMS sets forth fees for its services, which are available at https://www.jamsadr.com/arbitration-fees.
f) Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Orion. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Orion.
g) Waiver of Jury Trial. YOU AND ORION WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Orion are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Orion over whether to vacate or enforce an arbitration award, YOU AND ORION WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision of these Terms, the Arbitration Agreement or JAMS’ Rules, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in the “GOVERNING LAW; FORUM” section below. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
i) Right to Waive. Any rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.
j) Small Claims Court. Notwithstanding the foregoing, either you or Orion may bring an individual action in small claims court.
k) Arbitration Agreement Survival. This Arbitration Agreement will survive the termination of your relationship with Orion.
10. INDEMNITY
You shall defend, indemnify and hold harmless Orion, its affiliates, their sponsors, licensors, contractors, advertisers, vendors, or their partners, and any of their successors or assigns, and any of their respective officers, directors, agents or employees (the “Orion Indemnified Parties”) from any loss, damages, liabilities, costs, fines, penalties, expenses, claims, proceedings or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your or your affiliates’ access to or use of the Media Bundle Services; (ii) your or your affiliates’ modification, branding, distribution, supervision, approval, retention, recordkeeping, or other use of Media Bundle Content; (iii) any claim by your client, prospect, regulator, compliance department, broker-dealer, registered investment adviser, or other third party relating to your use or distribution of Media Bundle Content; (iv) your breach of these Terms; (v) Your Content; or (vi) your violation of applicable law, regulation, regulatory guidance, or third-party rights.
11. FORCE MAJEURE
Orion shall not be deemed in default hereunder or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the terms of these Terms due to any causes beyond its reasonable control, which causes include, but are not limited to, acts of God or the public enemy; riots and insurrections, war, accidents, fire, floods, natural disasters, strikes, lockouts and other labor difficulties, embargoes, general inability to obtain necessary energy, components or machinery, cybersecurity attacks, DDOS attacks, ransomware, pandemics, epidemics, mandated quarantines, supply chain issues, or emergency acts of civil or military authorities; provided, however, if the delay or failure of performance exceeds thirty (30) days, you may terminate use of the Media Bundle Services without liability for such termination upon written notice to Orion.
12. GOVERNING LAW; FORUM
Except as otherwise required by law, these Terms and your use of the Media Bundle Services are governed by the laws of the State of Delaware without regard to conflicts of law, and shall inure to the benefit of Orion’s successors and assigns, whether by merger, consolidation, or otherwise.
13. SEVERABILITY
The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms are held to be invalid or unenforceable in whole or in part in any jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
14. ELECTRONIC COMMUNICATIONS & ACCEPTANCE
When you use the Media Bundle Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices through the Media Bundle Services site. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing. It is your responsibility to periodically review the site for notices.
By clicking “I agree,” checking an acceptance box, completing the online subscription workflow, or otherwise affirmatively accepting these Terms, you acknowledge that you had an opportunity to review these Terms and agree that your electronic acceptance constitutes legally binding acceptance of these Terms.
15. MISCELLANEOUS
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Orion may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Orion, and any such attempted assignment will be void and unenforceable. These Terms, together with the applicable online subscription workflow, purchase confirmation, product-specific terms, and any documentation expressly incorporated into these Terms, constitute the entire agreement between you and Orion regarding your use of the Media Bundle Services and supersede all prior or contemporaneous communications, whether electronic, oral, or written, regarding your use of the Media Bundle Services. The Section headings in these Terms are for convenience only and must not be given any legal import. Neither the course of conduct between you and Orion, nor trade practice, shall act to modify any provision of these Terms.
No waiver of any of these Terms is binding unless authorized in writing by an officer of Orion. In the event that Orion waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Orion to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.
16. MODIFICATION
We reserve the right to make changes to the Media Bundle Services, posted policies, and these Terms as described above. We will attempt to notify you of material changes by communicating them to you directly (if we have contact information for you), adding temporary banners to the Media Bundle Services or otherwise highlighting such changes. It is your responsibility to review these Terms periodically for changes.
17. QUESTIONS
If you have any questions regarding these Terms, please contact us here:
Orion Advisor Solutions, Inc.
Attention: Legal Department
17605 Wright Street
Omaha, NE 68130
legal@orion.com
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