This Terms of Service is a legal contract between you and Orcus Technologies GP (“Orcus Technologies GP“, “we“, “our“), governing your use of software or web services or mobile or web software (“ Orcus Technologies GP Software ”) owned, controlled or offered by Orcus Technologies GP (collectively, the ”Orcus Technologies GP Software“). PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE. BY USING ORCUS TECHNOLOGIES GP SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS TERMS OF SERVICE, YOU MUST CEASE USING ORCUS TECHNOLOGIES GP SOFTWARE IMMEDIATELY.
You acknowledge and agree that this contract is only between you and Orcus Technologies GP and not any of Orcus Technologies GP’s partners, distributors, promoters or service providers (collectively, “Distributors”). Should you have any issue or claim with respect to the Orcus Technologies GP Software, Orcus Technologies GP, and not its Distributors, will be solely responsible for addressing the issue or claim. If you have obtained the Orcus Technologies GP Software from one of Orcus Technologies GP’s Distributors, you agree that any such Distributor will have no obligation or responsibility to provide you any warranty, maintenance and support services with respect to the Orcus Technologies GP Software.
- LICENSE GRANT
All Orcus Technologies GP Software are licensed to you and not sold. Subject to the terms of this agreement, Orcus Technologies GP grants you a personal, non- exclusive, non-transferable and non-sub licensable license to use the Orcus Technologies GP Software solely for your personal or internal business purposes. You may use the Orcus Technologies GP Software on one personal computer legally under your control, for your personal or internal business use. When you submit User Data to Orcus Technologies GP, you hereby grant to Orcus Technologies GP, a non- exclusive, royalty-free, worldwide license to distribute your User Data through the Orcus Technologies GP Service on your behalf solely for the purpose of providing the secure messaging service. With respect to any open source or third-party code that may be incorporated in the Orcus Technologies GP Software, such open source code is covered by the applicable open source or third-party end user license agreement, if any, authorizing use of such code.
- RESERVATION OF RIGHTS
The Orcus Technologies GP and all content, visual interfaces, information, graphics, design, compilation, computer code, products, software, trademarks, service marks, trade names and services are the property of Orcus Technologies GP or its subsidiaries or affiliated companies and/or third-party licensors. Except for the express license granted to you, no right, title, interest or license to the Orcus Technologies GP Software is granted to you, whether by implication, or otherwise.
You acknowledge and agree that you will not: (a) reproduce or attempt to reproduce the Orcus Technologies GP Software; (b) modify, adapt, translate or create any derivative works of the Orcus Technologies GP Software or attempt to do the foregoing; (c) attempt to circumvent or disable the Orcus Technologies GP Software or any technology, features or measures in the Orcus Technologies GP Software by any means or in any manner; (d) attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Orcus Technologies GP Software; (e) distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer, publish or disclose the Orcus Technologies GP Software to any third party; (f) use for a service bureau or otherwise commercialize or attempt to commercialize use of the Orcus Technologies GP Software; or (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Orcus Technologies GP Software or used in connection with the Orcus Technologies GP Software.
- USER DATA
The Orcus Technologies GP Software may allow the submission of content and materials by you (” User Data “), and the hosting, storing of such User Data. You shall be solely responsible for your own User Data and the consequences of storing or transmitting them. Orcus Technologies GP assumes no responsibility whatsoever in connection with or arising from User Data. Orcus Technologies GP does not endorse and has no control over the content of User Data submitted by other Users. Orcus Technologies GP reserves the right to prevent you from submitting User Data and to restrict or remove User Data for any reason at any time.
When using Orcus Technologies GP, you will be subject to any additional posted guidelines or rules applicable to certain features, which may be posted from time to time (the ”Guidelines“), which are also hereby incorporated by reference into this Agreement.
- MODIFICATION OF THIS AGREEMENT
Orcus Technologies GP may modify this Terms of Service from time to time. Any and all changes to this Agreement will be posted on the Orcus Technologies GP site, and you agree to be bound by any changes to the Terms of Service when you continue to use the Orcus Technologies GP Software after those changes are posted.
- ACCOUNT INFORMATION
Orcus Technologies GP will not be liable for any damages or liability resulting from your account information. You agree not to sell or transfer or allow another person to access your software license or Orcus Technologies GP Software account.
8 . USAGE RULES; PROHIBITED CONDUCT & USES
YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT AND WARRANT THAT YOU WILL NOT:
- use the Orcus Technologies GP Software for any illegal purpose, or in violation of any laws, including, without limitation, laws governing intellectual property, data protection and privacy, and import or export control;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of the Orcus Technologies GP Software, features that prevent or restrict use or copying of any content accessible through the Orcus Technologies GP Software, or features that enforce limitations on use of the Orcus Technologies GP Software;
- intentionally interfere with or damage operation of the Orcus Technologies GP Software or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
- post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights; or
- Install and/or use Orcus Technologies GP Software on any computer which you do not have explicit permission to do so on;
- THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS
The Orcus Technologies GP Software may include links to other web sites or services solely as a convenience to Users. Orcus Technologies GP does not endorse or make any representations regarding any such linked sites or the any information or materials accessible through other linked sites. Orcus Technologies GP disclaims all liability relating to your use of such linked sites.
- GOVERNMENT END USERS.
If this Orcus Technologies GP Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Orcus Technologies GP Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
- EXPORT CONTROL.
The Orcus Technologies GP Software originates in Canada, and is subject to Canadian export laws and regulations. The Orcus Technologies GP Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from Canada. In addition, the Orcus Technologies GP Software may be subject to the import and export laws of other countries. You agree to comply with all Canadian and foreign laws related to use of the Orcus Technologies GP Software and the Orcus Technologies GP Software.
- VIOLATIONS; TERMINATION
You agree that Orcus Technologies GP may terminate or suspend your access to the Orcus Technologies GP Software without prior notice and without liability if such termination or suspension is based on (a) Orcus Technologies GP’s good faith belief you have violated any of the terms and conditions of this Agreement, (b) Orcus Technologies GP’s determination that you repeatedly infringe or have infringed the copyrights of others, (c) any type of illegal use with respect to any of the Orcus Technologies GP Software. These remedies are in addition to any other remedies Orcus Technologies GP may have at law or in equity.
- CONSUMER RIGHTS
You may have the benefit of consumer guarantees and warranties given under statute (“Mandatory Terms”). Where any statute applies to this Agreement to give you the benefit of Mandatory Terms, and that statute does not permit Orcus Technologies GP to exclude or limit the application of those Mandatory Terms (or would render void any attempt to do so), then those Mandatory Terms apply to this Agreement for your benefit, and nothing in this Agreement excludes or limits those Mandatory Terms or liability for breach of them. This applies to all of the terms of this Agreement, including any terms in relation to DISCLAIMERS: NO WARRANTIES, INDEMNIFICATION: HOLD HARMLESS, AND LIMITATION OF LIABILITY AND DAMAGES.
- DISCLAIMERS; NO WARRANTIES
THE Orcus Technologies GP Software AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONNECTION WITH THE Orcus Technologies GP Software ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Orcus Technologies GP, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF PROPRIETARY RIGHTS. Orcus Technologies GP AND ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE Orcus Technologies GP Software WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE Orcus Technologies GP Software OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF HARMFUL COMPONENTS OR THAT THE Orcus Technologies GP Software WILL MEET YOUR REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT OR DEVICE, LOSS OF USE, OR LOSS OF DATA.
- INDEMNIFICATION; HOLD HARMLESS
You agree to indemnify, defend, and hold harmless Orcus Technologies GP, its affiliated companies, and its suppliers and partners from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, arising out of or related to (a) your use or misuse of the Orcus Technologies GP Software, (b) any violation of the rights of any other person or entity by you, or (c) any breach or violation by you of this Agreement. Orcus Technologies GP reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
- LIMITATION OF LIABILITY AND DAMAGES
TO THE EXTENT PERMITTED BY APPLICABLE LAW, Orcus Technologies GP OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATING TO YOUR USE OF THE Orcus Technologies GP Software, EVEN IF Orcus Technologies GP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.