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Effective date: January 30, 2025

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (TOS) CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS IN USING OUR WEBSITE AND OUR SERVICES. THIS TOS IS IN ADDITION TO ANY SIGNED AGREEMENT WITH ORANGE LITHIUM.

Orange Lithium reserves the unilateral right to modify, amend, or replace these Terms of Service at any time, with or without notice. Any such modifications shall become effective immediately upon posting. By continuing to access or use Orange Lithium’s services after any revisions are posted, you agree to be bound by the updated Terms. If you do not agree to the revised Terms, you must immediately discontinue use of all services.

Overview

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Orange Lithium, LLC, a Wyoming limited liability company (“Orange Lithium”) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance on any service agreement Orange Lithium offers. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”). Services Agreements and additional policies apply to certain Services and are in addition to (not in lieu of) this Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this Agreement, the provisions of the applicable Services Agreement shall control. The terms “we”, “us” or “our” shall refer Orange Lithium. The terms “you”, “your”, “User” “client” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Account Billing & Notifications / Email on File

Our account billing system requires a client email. It is your responsibility to provide us with an email address which is currently active for our billing notifications. All billing as well as all other email notifications will use this primary email address on file.

Refunds, Payments, Advertising Spend & Dispute Resolution

1. Strict No-Refund Policy

    All fees paid to Orange Lithium are final, earned upon receipt, and non-refundable. By submitting payment, Client acknowledges that services involve immediate allocation of time, labor, strategy, proprietary processes, and resources.

    No refunds shall be issued for:

    • Services rendered
    • Work in progress
    • Unused service time
    • Early termination of services for any reason

    Any exception must be expressly approved in writing by an authorized representative of Orange Lithium and shall be granted at its sole and absolute discretion.

    2. Advertising Spend & Third-Party Costs (Non-Refundable)

    Client acknowledges and agrees that any funds allocated toward advertising spend, media buying, or third-party services including but not limited to Google Ads, Meta Ads, programmatic/display networks, Connected TV (CTV) ads, software tools, subscriptions, or data providers are:

    • Immediately committed and non-reversible upon purchase
    • Strictly non-refundable under all circumstances
    • Not subject to proration, reimbursement, or dispute

    This applies regardless of campaign performance, usage status, or service termination.

    Orange Lithium shall not be held liable for:

    • Performance fluctuations
    • Platform errors, suspensions, or outages
    • Policy changes or account restrictions imposed by third-party providers
    3. Work Performed, Termination & Cost Recovery

    In the event Client terminates services, fails to communicate, or otherwise disrupts project execution:

    • All work performed shall remain billable, due, and non-refundable
    • Orange Lithium reserves the right to retain all payments as liquidated damages for time, labor, opportunity cost, and resource allocation
    • Any outstanding invoices shall become immediately due and payable

    No refunds or credits will be issued for partially completed work or unused portions of services.

    4. No Guarantee of Results

    Client understands and agrees that digital marketing, SEO, advertising, and web services are subject to variables beyond Orange Lithium’s control.

    Orange Lithium makes no guarantees, warranties, or representations regarding:

    • Rankings
    • Traffic
    • Conversions
    • Revenue or ROI

    Dissatisfaction with results shall not constitute grounds for refunds, chargebacks, or disputes.

    5. Chargebacks, Payment Reversals & Collections

    Client agrees not to initiate any chargeback, reversal, or payment dispute without first providing written notice and allowing a minimum of 10 business days for resolution.

    Any chargeback or payment dispute initiated in violation of this Agreement shall constitute a material breach, and Client agrees that:

    • Orange Lithium may immediately suspend or terminate services without notice
    • The full disputed amount shall become immediately due and payable
    • Client shall be liable for:
      • Administrative fees
      • Chargeback penalties
      • Collection costs
      • Reasonable attorneys’ fees

    Orange Lithium reserves the right to pursue recovery through collections, arbitration, or legal action.

    6. Binding Arbitration & Waiver of Jury Trial

    Any dispute, claim, or controversy arising out of or relating to this Agreement, Orange Lithium’s services, or the relationship between the parties shall be resolved exclusively through binding arbitration, and not in a court of law.

    Client expressly agrees that:

    • Arbitration shall be conducted in the State of Texas, in a location determined by Orange Lithium
    • The arbitration shall be conducted on an individual basis only, and not as part of any class or representative action
    • Client waives any right to a jury trial or to participate in a class action lawsuit
    • The arbitrator’s decision shall be final and binding, with limited rights of appeal
    • Each party shall bear its own legal fees, except that Orange Lithium shall be entitled to recover reasonable attorneys’ fees and costs if it prevails

    This provision shall survive termination of the Agreement.

    7. Governing Law & Venue

    This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

    To the extent any dispute is permitted to proceed in court (such as enforcement of an arbitration award or injunctive relief), Client agrees that exclusive jurisdiction and venue shall lie in the state or federal courts located in Texas.

    8. Injunctive Relief

    Notwithstanding the foregoing arbitration provision, Orange Lithium reserves the right to seek injunctive or equitable relief in a court of competent jurisdiction to:

    • Protect its intellectual property
    • Enforce non-payment or breach
    • Prevent unauthorized use of its work, systems, or materials

    Client agrees that such actions may be brought in Texas courts without violating the arbitration requirement.

    9. Acknowledgment & Acceptance

    By submitting payment and/or engaging Orange Lithium’s services, Client:

    • Confirms they have read, understood, and agreed to these terms
    • Acknowledges the strict no-refund policy
    • Waives any right to dispute charges outside the terms outlined herein
    10. Personal Guarantee

    If Client is entering into this Agreement on behalf of a business entity, the individual executing this Agreement (“Guarantor”) hereby personally guarantees the full and timely payment of all amounts due under this Agreement.

    Guarantor agrees to be personally liable, jointly and severally, for any and all obligations, including but not limited to:

    • Outstanding balances
    • Fees, costs, and expenses
    • Chargebacks or disputed amounts

    This personal guarantee shall remain in effect regardless of the status, structure, or dissolution of the business entity and survives termination of this Agreement.

    11. Scope of Work & Out-of-Scope Billing

    Client acknowledges that all services are limited to the scope expressly defined in the applicable proposal, agreement, statement of work and or verbaley (“Scope of Work”).

    Any services requested outside of the agreed Scope of Work, including but not limited to:

    • Additional revisions
    • New features or functionality
    • Strategy changes or campaign pivots
    • Rush requests or expedited timelines

    shall be considered out-of-scope and subject to additional fees.

    Orange Lithium reserves the right to:

    • Bill out-of-scope work at its standard or agreed hourly/project rates
    • Pause work until additional scope is approved in writing
    • Require upfront payment for any additional services

    No additional work will be performed without Client’s approval; however, verbal, written, or implied approvals (including email, text, or messaging platforms) shall be considered binding authorization for billing.

    12. Subscription, Retainer & Auto-Renewal Terms

    For any recurring services, retainers, or subscription-based agreements:

    • Services shall automatically renew at the agreed billing interval (monthly, quarterly, etc.) unless canceled in accordance with this section
    • Client must provide written notice of cancellation at least 30 days prior to the next billing cycle
    • Failure to provide timely notice will result in automatic renewal and full billing for the next term

    No prorated refunds or credits will be issued for partial billing periods.

    Orange Lithium reserves the right to:

    • Adjust pricing with prior notice
    • Modify service structure as needed
    • Suspend services for non-payment
    13. Payment Terms, Late Fees & Service Suspension

    All invoices are due as stated on the invoice. If no terms are specified, payment is due upon receipt.

    In the event of late or missed payments:

    • A late fee of 1.5% per month (or maximum allowed by law) may be applied
    • Services may be immediately paused or terminated without notice
    • Access to deliverables, accounts, or assets may be withheld until payment is received in full

    Client agrees that Orange Lithium shall not be liable for any damages, losses, or performance issues resulting from service suspension due to non-payment.

    14. Ownership & Release of Work Product

    All work, deliverables, accounts, campaigns, designs, and materials created by Orange Lithium shall remain the sole property of Orange Lithium until full payment has been received.

    Until such time:

    • Client is granted a limited, non-transferable, revocable license to use deliverables
    • Orange Lithium reserves the right to revoke access, remove assets, or restrict usage in the event of non-payment or breach

    Upon full payment, ownership of agreed deliverables may transfer to Client, excluding:

    • Proprietary systems, frameworks, templates, and processes
    • Licensed or third-party assets
    • Pre-existing intellectual property of Orange Lithium
    15. Limitation of Liability

    To the fullest extent permitted by law, Orange Lithium shall not be liable for any:

    • Indirect, incidental, consequential, or special damages
    • Loss of revenue, profits, data, or business opportunities
    • Performance issues resulting from third-party platforms or external factors

    In all cases, Orange Lithium’s total liability shall be strictly limited to the total amount paid by Client for the services giving rise to the claim.

    16. Indemnification

    Client agrees to defend, indemnify, and hold harmless Orange Lithium, its owners, employees, contractors, and affiliates from and against any and all claims, damages, liabilities, losses, costs, or expenses (including attorneys’ fees) arising out of or related to:

    • Client’s business operations
    • Content, materials, or data provided by Client
    • Violations of third-party platform policies
    • Any breach of this Agreement
    17. Force Majeure

    Orange Lithium shall not be held liable for any delay or failure in performance resulting from events beyond its reasonable control, including but not limited to:

    • Acts of God
    • Internet outages
    • Platform disruptions
    • Government actions
    • Labor disputes
    18. Strategy, Consulting & Digital Products
    Advisory Nature

    All consulting, strategy, and digital products are provided for informational and educational purposes only.

    No Guarantees

    Orange Lithium makes no guarantees regarding:

    • Business outcomes
    • Revenue growth
    • Implementation success

    Client is solely responsible for execution and results.

    Non-Refundable

    All strategy sessions, consulting, and or digital products are non-refundable once delivered or accessed.

    Third Party Providers

    Orange Lithium is not the agent, representative, partner, joint venturer, trustee, or fiduciary of you or any third-party provider in connection with any transaction. Any products or services provided by third parties may be subject to separate license agreements, terms, and conditions imposed by such third parties, and your use of those products or services is governed solely by those agreements.

    All discounts, promotions, and special offers provided by third parties are subject to the terms, conditions, and limitations imposed by the applicable third-party provider. Orange Lithium may, in certain cases, facilitate billing for third-party services; however, Orange Lithium does not control, endorse, or assume any responsibility for such third-party services.

    To the fullest extent permitted by law, Orange Lithium makes no representations or warranties of any kind, express or implied, regarding any third-party providers or their goods or services, including but not limited to their quality, availability, legality, reliability, or timeliness. You acknowledge and agree that any interaction with a third-party provider is solely between you and such provider and is undertaken at your own risk.

    Orange Lithium shall not be liable for any damages, losses, or claims arising out of or related to any third-party products, services, or providers, including but not limited to direct, indirect, incidental, consequential, or punitive damages. Orange Lithium does not warrant the accuracy, completeness, or usefulness of any information provided regarding third-party providers.

    Backups and Control Panel Access

    Backing up your website and database is your responsibility. We will provide you Control Panel access to your website files to download in order to backup. You may email or call us for your username / password at anytime. Only emails on file within our account system will receive username/password. It is your responsibility to back up all files and databases via your control.

    Orange Lithium is not responsible for files and/or data residing on your account. You agree to take full responsibility for files and data backups and to maintain all appropriate backup of files and data for your website at all times.

    Orange Lithium offers monthly maintenance for an additional charge. Contact us to add this service.

    Orange Lithium Services

    Orange Lithium services, including all related equipment, networks and network devices are provided only for authorized customer use. Orange Lithium systems may be monitored for all lawful purposes, including to ensure that use is authorized, for management of the system, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. Use of Orange Lithium system(s) constitutes consent to monitoring for these purposes.

    Any account found connecting to a third party network or system without authorization from the third party is subject to suspension. Access to networks or systems outside of your direct control must be with expressed written consent from the third party. Orange Lithium may, at its discretion, request and require documentation to prove access to a third party network or system.

    We reserve the right to refuse service to anyone. Any material that, in our judgment, is obscene, threatening, illegal, or violates our terms of service in any manner may be removed from our servers (or otherwise disabled), with or without notice.

    Failure to respond to emails for abuse within 48 hours may result in the suspension or termination of your services.

    HIPAA Disclaimer and PCI DSS Compliance

    We are not “HIPAA compliant.” and do not offer PCI DSS compliance hosting.

    Users are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. Users acknowledge that the Orange Lithium services may not be appropriate for the storage or control of access to sensitive data, such as information about financial, medical or health information. Orange Lithium does not control or monitor the information or data you store on, or transmit through, our services. We specifically disclaim any representation or warranty that Orange Lithium services, as offered, comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”) or PCI DSS standards. Customers requiring secure storage of “protected health information” under HIPAA or PCI DSS compliance are expressly prohibited from using Orange Lithium service for such purposes. Storing and permitting access to “protected health information,” as defined under HIPAA is a material violation of this Terms of Service, and grounds for immediate account termination. We do not sign “Business Associate Agreements” and you agree that Orange Lithium is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA or PCI DSS.

    Hours of Operation

    Orange Lithium, LLC company (“Orange Lithium”) office is open Monday – Friday 9 a.m. – 6 p.m. CST. Our office is closed on Labor Day, Independence Day, Thanksgiving, Christmas Day and New Year’s Day.

    Zero Tolerance Spam Policy

    We take a zero tolerance stance against the sending of unsolicited e-mail, bulk emailing, and spam. “Safe lists”, purchased lists, and the selling of lists will be treated as spam. Any user who sends out spam may have their account terminated with or without notice.

    Electronic Signatures

    Both parties agree to electronic signatures for all transactions, unless agreed other wise.

    Payment Information

    You agree to pay for the services received from Orange Lithium, in advance of the time period during which such services are provided. Subject to all applicable laws, rules, and regulations, all payments will apply to the oldest invoice(s) in your billing account. As a client of Orange Lithium, it is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree that until and unless you notify Orange Lithium of your desire to cancel any or all services received, those services will be billed on a recurring basis.

    Cancellations must be done in writing via email to accounting@orangelithium.com. Once we receive your cancellation and have confirmed all necessary information with you via e-mail, we will inform you that your account has been canceled.

    Orange Lithium provides a 10 day grace period from the time the invoice is generated and when it must be paid. Any invoice that is outstanding for 3 days and not paid will result in a 5% late fee. Any invoice not paid after 21 days can result in an account suspension until the account balance has been paid in full. After 60 days, the account will be terminated and all data files may be deleted.

    Orange Lithium reserves the right to change the monthly payment amount and any other charges with prior day email notice.

    Warranty

    Orange Lithium does not warranty websites, hosting, or any other electronic online service that we offer. Once we release a WordPress website to a client and the client is added as a user, there is no warranty of the website build.

    Customer agrees to use all Services and any information obtained through or from Company, at Customer’s own risk. Customer acknowledges and agrees that Company exercises no control over, and accepts no responsibility for, the content of the information passing through Company’s host computers, network hubs and points of presence or the Internet. YOU UNDERSTAND AND AGREE THAT ORANGE LITHIUM SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF COMPANY, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, ATTORNEYS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, AN “COMPANY PERSON”) MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY SERVICE OR EQUIPMENT COMPANY PROVIDES. ORANGE LITHIUM DOES NOT WARRANT THAT ORANGE LITHIUM SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. NO COMPANY PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. COMPANY IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S CUSTOMERS VIA THE SERVICES PROVIDED BY COMPANY. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY COMPANY PERSON, WILL CREATE A WARRANTY; NOR MAY CUSTOMER RELY ON ANY SUCH INFORMATION OR ADVICE.

    The terms of this section shall survive any termination of this Agreement.

    Disclosure to Law Enforcement

    Orange Lithium may disclose any subscriber information to law enforcement agencies without further consent or notification to the subscriber upon lawful request from such agencies. We will cooperate fully with law enforcement agencies.

    Privacy Policy

    You may view our Privacy Policy here.