These Ortelius Terms of Service (the “Terms” or the “Agreement”) govern access to and use of the Ortelius websites and services (collectively “Ortelius Service”) provided by Ortelius, Inc. by the site visitor (“Site Visitor”), or any individual and/or entity that creates an account (“Account”) or purchases/uses of the Ortelius Services (collectively “Customer”). Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable. Please note that we may modify these Terms as further described in the Communication and Revisions section below, so you should make sure to check this page from time to time.
If you are a Customer and you or your organization are bound by a Master Services Agreement or Subscription Agreement with Ortelius (“Corporate Terms”), then these Terms will apply to the extent such use is not already governed by such a Master Services Agreement or Subscription Agreement. For the avoidance of doubt, all references to the “Site” in these Terms also include the Ortelius Services.
BY ACCESSING OR USING THE Ortelius SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.
- Communication and Revisions. From time to time, Ortelius,Inc may revise these Terms or any additional terms and conditions that are relevant to a particular Ortelius Service to reflect changes in the law or to the Ortelius Services by posting the revised terms on the Site with the current date. You are responsible for reviewing the site on a timely basis to receive notices of any changes. If you persist as a Customer after the site changes, you agree to be bound by the revised terms. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
1.1 You agree to receive all communications, agreements, and notices that Ortelius Inc. provides in connection with any Ortelius Services (“Communications”), including, but not limited to, Communications related to our delivery of the Ortelius Services and your purchase of or subscription to the Ortelius Services, via electronic means, including by e-mail, text, in-app notifications, or by posting them on the Site or through any Ortelius Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.
- Access Grant. Except as otherwise restricted by these Terms, upon your acceptance of these Terms and in consideration of the purchase fee paid by you, we grant you a limited, non-exclusive and non-transferable access and use the Ortelius Services for your internal business purposes and only as expressly permitted in these Terms and any applicable paid Customer plan that enables registration of an Account for the use of a Ortelius Service (“Subscription Plan”). If you are or become a direct competitor of Ortelius Inc., you may not access or use the Ortelius Services without Ortelius’s explicit, advance, written consent, and then only for the purposes authorized in writing.
- Limitations on Use. The Ortelius Services may be used on the Ortelius website, or only on computers owned, leased, or otherwise controlled by you. The Ortelius Services may only be used in accordance with the Documentation. You will not permit others to: (a) copy the Ortelius Services or Documentation, other than making one copy of the Ortelius Services for backup or archival purposes; (b) use the Ortelius Services or Documentation other than as permitted in this Agreement; (c) use the Ortelius Services to process the data of a third party; (d) modify, disassemble, reverse engineer, de-compile or translate the Ortelius Services or the Documentation; (e) sell, assign, sublicense, lease, pledge, rent or otherwise share the Ortelius Services rights under this Agreement; (f) create any derivative works based upon the Ortelius Services or Documentation; or (g) modify, obscure or remove any proprietary notices on the Ortelius Services, the Documentation or copies thereof.
- Ownership. All rights, title and interest in and to the Ortelius Services, trademarks and Documentation and any modifications, translations, adaptations, upgrades and enhancements thereto are and shall at all times remain the sole and exclusive property of Ortelius or its licensors. The Ortelius Services, trademarks and Documentation are protected by the U.S. Copyright Act and other intellectual property laws and international treaties. You agree that you do not own or hereby acquires any claim or right of ownership or the Ortelius Service, trademarks or Documentation. You also acknowledge and agree that the Ortelius Services, Trademarks and the Documentation are proprietary products of Ortelius, Inc. protected under the U.S. Copyright Act and other intellectual property laws and international treaties.
- Term and Termination. This Agreement is effective upon your receipt of the Ortelius Services and shall continue until terminated. You may terminate this Agreement at any time by discontinuing the use of the Ortelius Services, returning the Ortelius Services, the Documentation and all copies and portions thereof to Ortelius. Ortelius may terminate this Agreement immediately upon the breach by you of any term of this Agreement. Upon such termination by Ortelius, you agree to return to Ortelius the Ortelius Services, the Documentation and all copies and portions thereof.
- Limited Warranty. Ortelius warrants, for your benefit alone, for a period of 30 days from the date of commencement of this Agreement (the “Warranty Period”) that the Ortelius Services shall operate substantially in accordance with the functional specifications in the Documentation. If the Ortelius Services does not so perform during the Warranty Period, Ortelius will, at its option and as your sole and exclusive remedy in connection with the same, repair or replace the defective Ortelius Services or refund the purchase fee paid by you under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE Ortelius SERVICES AND THE DOCUMENTATION ARE PROVIDED “AS IS,” AND Ortelius DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Moreover, the above warranty shall not apply to (and Ortelius shall have no obligation with respect to) any failure of the Ortelius Services arising from or related to: (a) the use of the Ortelius Services in connection with any equipment or Ortelius Services not created or approved in advance by Ortelius; or (b) noncompliance with the Documentation, misuse, neglect, improper operation or mismanagement of the Ortelius Services.
- Limitation of Liability. Ortelius’s cumulative liability to YOU for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the fee paid by YOU to Ortelius for the use of the Ortelius Services under this Agreement. In no event shall Ortelius be liable for any (a) indirect, punitive, incidental, consequential, special, or exemplary damages or lost profits, (b) loss of use of any computer or loss or corruption of data or the costs of system or data recovery, or (c) third party claims. The limitations contained in this paragraph apply whether the liability is based on contract, negligence, strict liability or otherwise, even if Ortelius has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Trademark. Ortelius is a registered trademark of Ortelius Inc. No right, license, or interest to such trademark is granted to you under this Agreement, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the use of the Ortelius Services and the Documentation, and supersedes all prior or contemporaneous understandings, written or oral, regarding such subject matter.
- General Terms. This Agreement shall be construed and governed in accordance with the laws of the State of New Mexico. Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced and prosecuted only in a state or federal court in Santa Fe, NM, and You hereby consent to the jurisdiction of such a court. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Ortelius may assign this Agreement without notice to you. The headings of the sections of this Agreement are included for ease of references only, are not part of this Agreement and are not to be used in the construction and interpretation of the terms hereof.