This license agreement ("Agreement") between you and us, Orange Matter Limited, a company registered in Scotland, with registration number SC682792 and registered office at 85/1 Ashley Terrace, Edinburgh, United Kingdom, EH11 1RT. This agreement is about your access and use of our Vectofy computer software, the data that comes with the software, and any associated media ("Software"), as well as any associated documents ("Documents").
We license use of the Software and Documents to you on the basis of this Agreement. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times. Your access to and use of the Software and Documents is conditional on your acceptance of and compliance with this Agreement.
To run the software a computer operating Microsoft Excel 2016 or higher is required. The software is designed to function with a variety of computer CPUs and Excel files sizes but some of the software’s visualization capabilities will be reduced when operating large Excel files on low CPU computers in an effort to optimise the software’s functionality.
Limitation of Liability and Indemnification
Please note that our Software is not custom-made for you or your specific cybersecurity needs. It's your responsibility to make sure that the Software's features, as described in the Documents, meet your needs.
We only supply the Software and Documents for internal use by you, and you agree not to use the Software or Documents for any re-sale purposes. We are not responsible for any losses you might have in connection with your receipt or use of the Software, including loss of profits, business, data, savings, or reputation, or any special or indirect losses. Our total liability, to you, under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall be limited in aggregate to the amount you paid for the licence. Nothing in these terms shall limit or exclude either Party's liability for any matters which cannot be limited or excluded at law.
These terms outline the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
You agree to indemnify, defend, and protect us from any losses, liabilities, damages, settlements, judgments, claims, proceedings, demands, fines, penalties, interest, costs, and expenses (including legal fees and other professional fees) incurred or suffered by us as a result of any claims, damages, or liabilities arising from your use of the Software or Documents that infringe upon third party intellectual property rights.
Restrictions
You cannot copy or change the Software or Documents or use the software in a way that could harm it. You must comply with all applicable technology control or export laws and regulations and not use the Software or Documents for any purpose that is unlawful or prohibited by these terms.
Failure to comply with this clause constitutes a breach of these terms, which may result in immediate termination of your account with us and your access to the Software.
Intellectual Property
Please be advised that all intellectual property rights in the Software and Documents, including but not limited to copyrights, patents, trademarks, and trade secrets, are the exclusive property of Orange Matter Limited. While we grant you a license to use the Software and Documents, this does not confer any ownership rights to you. Our intellectual property may not be used without our prior written consent.
Disclaimer of Warranty
The Software is provided "as is" without any warranty of any kind, either expressed or implied. We do not provide any warranty or guarantee regarding the functionality, suitability or performance of the Software and disclaims all warranties, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Termination
We reserve the right to terminate or suspend access to our Software immediately, without prior notification or liability, for any reason whatsoever, notably in the event of a breach of these Terms. Certain provisions of these Terms, which are intended to survive termination, shall continue to be effective post-termination. These include, but are not limited to, provisions regarding ownership and limitations of liability. Upon termination, your right to use the Software and Documents will cease immediately.
Changes to the Terms
We reserve the sole right, at our discretion, to modify or replace these terms at any time. Your continued use of the Software and Documents following notice any updates constitute your acceptance of the revised terms. If you do not wish to accept the terms you must immediately stop using and accessing the Software and Document receipt of the notice.
Privacy
Your privacy is important to us. You can read about how we handle your personal information in our Privacy Notice Privacy Policy | Vectofy
Governing Law
These Terms are governed by Scottish law. We both irrevocably agree to the exclusive jurisdiction of the courts of Scotland. These Terms are the whole agreement between us. If a court holds any provisions of these Terms to be invalid or unenforceable, the remaining provisions of these Terms will remain effective.
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