1. EXCLUSION OF WARRANTY
User acknowledges that the Services and any related Software are of such complexity that they may have inherent or other defects and OrboGraph and all other third party suppliers (herein after collectively referred to as “OrboGraph”) does not warrant that the operation of any software shall be error-free or that it will meet the requirements of User.
ORBOGRAPH MAKES NO WARRANTY EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES AND THE SERVICES ARE PROVIDED “AS IS”. ORBOGRAPH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR ARISING BY STATUTE, CUSTOM OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ORBOGRAPH HEREBY EXCLUDES LIABILITY FOR ANY AND ALL LOSSES OF ANY NATURE, TO THE FULLEST EXTENT PERMITTED BY LAW.
2. COMPLIANCE WITH LAWS
The Services shall be used only for lawful purposes. In using the Services, User shall (i) comply with all applicable laws and regulations (including, without limitation, laws and regulations governing privacy, transmission of financial data, and other such laws and regulations) and codes of conduct; or (ii) not infringe the rights of any third party (including intellectual property rights). User acknowledges that if during the course of providing Services, OrboGraph comes into possession of information and data regarding User and its clients (“User Data”). User Data shall include, but not be limited to personally identifiable financial information. User warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including its customers and clients and data subjects) for the use, processing and transfer of User Data as described herein.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. User may not (and may not allow any third party to) otherwise use, and may not (and may not allow any third party to) copy, distribute, perform, display, modify, translate or prepare derivative works of the Software and User may not (and may not allow any third party to) reverse engineer, decompile, or disassemble the Licensed Software. User may not (and may not allow any third party to) rent, lease or lend the Software or use it on a network or make it available on a time-sharing basis except as authorized in writing by OrboGraph. User may not (and may not allow any third party to) disclose or use for internal software development purposes the results of any benchmarking of the Software without OrboGraph’s prior written consent, nor attempt to circumvent any user limits, gate count limits, security, locking mechanism or other technical means used by OrboGraph to prevent unauthorized use, reproduction or distribution of the Software, or remove or obscure any proprietary rights notices placed on the Software by OrboGraph.
4. LIMITATION OF DAMAGES AND INDEMNIFICATION
6. SEVERABILITY; SURVIVAL; WAIVER
7. MODIFICATION AND TERMINATION
OrboGraph reserves the right to modify any Service without notice to Users. OrboGraph may, in its sole discretion, terminate or suspend the Services to any User and/or refuse all current or future use of the Service by User, all upon ten (10) days prior written notice and/or terminate any Service upon ten (10) days notice. OrboGraph may, at any time, in its sole discretion, modify the terms and conditions upon which it allows Users to use the Services.
IF ANY MODIFICATION IS UNACCEPTABLE TO USER, USER’S ONLY RECOURSE IS TO TERMINATE USE OF THE SERVICE AND OBTAIN A REFUND OF ANY UNUSED PORTION OF PAID FEES. USER’S CONTINUED USE OF THE SERVICE OR ANY OF THE SERVICES FOLLOWING ORBOGRAPH’S POSTING OF A CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
All notices hereunder will be in writing and given delivered by first class registered or certified mail (airmail if international) postage prepaid, electronic mail, cable, telex or facsimile or other reliable method of transmission. Notices will be deemed received by the receiving party within seven (7) days of mailing, if mailed and on the first business day (at the receiving end) following transmission.
9. RELATIONSHIP OF PARTIES
10. FORCE MAJEURE
Neither party shall be liable for any delay or failure in performance due to reasons of Force Majeure, which shall include acts of God, earthquake, fire, labor disputes, riots, war, epidemics, acts or omissions of vendors or suppliers, changes in law or regulation, action by government or other competent authority, transportation difficulties, or other causes that are beyond its reasonable control.
11. GOVERNING LAW AND JURISDICTION
12. ENTIRE AGREEMENT