Terms & conditions
1. Use of Data
1.1. Account Data. To use the Services, You must complete and submit the "Registration Form". As part of this registration process, You agree to: ( i ) provide certain limited information about Yourself as requested during the registration process or thereafter by the Service (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. VELIX SYSTEMS LIMITED may have limited access to data that may be stored, created, shared, or displayed through the Service, which shall be used solely for the purpose of delivering the Service. You may not register for any Service if You are under 18 years of age. By registering, You represent to VELIX SYSTEMS LIMITED that You are 18 years of age or older. If VELIX SYSTEMS LIMITED discovers that any of Your Account Data is inaccurate, incomplete or not current, or if VELIX SYSTEMS LIMITED determines, in its sole discretion, that You are not an appropriate subscriber or user of the Service, VELIX SYSTEMS LIMITED may immediately terminate Your right to access, receive, use and license the Service and its related software.
1.2. Personally Identifiable Information. When using certain Service(s) provided by VELIX SYSTEMS LIMITED hereunder, it may be possible for You to exchange limited personally identifiable information ("PII") with VELIX SYSTEMS LIMITED. Your assent to these Terms constitutes an express understanding and agreement that when PII is provided to VELIX SYSTEMS LIMITED in connection with the Services, through any of the VELIX SYSTEMS LIMITED websites, or otherwise under these Terms, such PII may be maintained and/or processed in the United States by VELIX SYSTEMS LIMITED, as VELIX SYSTEMS LIMITED's Services, software and website are provided via equipment and other resources located in the United States and other territories throughout the world. To ensure that Your PII is handled with due care, VELIX SYSTEMS LIMITED certifies that it adheres to the Safe Harbor framework developed by the U.S. Department of Commerce in coordination with the European Union. The European Union's Directive on Data Protection prohibits the transfer of personal data to non-EU countries that do not provide an "adequate" level of privacy protection. Safe Harbor certification permits a "certified" entity to transfer personal data from the EU to the United States in accordance with the EU Directive. To learn more about the Safe Harbor program and to view VELIX SYSTEMS LIMITED's certification, please visit http://www.export.gov/safeharbor/ .
1.3. Service Data . When using the VELIX SYSTEMS LIMITED Services You may view, collect, transmit, store and or share certain data, information, files, etc. (altogether "Service Data"). VELIX SYSTEMS LIMITED does not own any Service Data and specifically disclaims any responsibility for any Service Data that You or any other user collects, posts or produces while using the Service. VELIX SYSTEMS LIMITED agrees that these Terms do not grant VELIX SYSTEMS LIMITED any ownership rights to Service Data and VELIX SYSTEMS LIMITED agrees not access or use any Service Data for any purpose other than to the extent necessary to provide the Service to You. VELIX SYSTEMS LIMITED does not select or screen Service Data and does not review, test, confirm, approve or verify the accuracy of any Service Data. You are solely responsible for any and all Service Data that You produce, transmit and/or store in the Service. To the extent that any of Your Service Data contains third party information, files or data, it is solely Your responsibility to properly notify or obtain any applicable thirty-party consent.
2. Grant of Rights
2.1. License. VELIX SYSTEMS LIMITED hereby grants You a royalty-free, nonexclusive, worldwide, non-transferable, right and license to access, use, execute and deploy the Service and its related software for the applicable subscription term subject to the restrictions set forth in these Terms. The Service is owned and operated by VELIX SYSTEMS LIMITED and provided to You on a subscription basis; VELIX SYSTEMS LIMITED is not transferring ownership or title to the Service to You.
2.1.1. The Service is made available for download solely for use by You and only according to these Terms. Any reproduction, resale or redistribution of the Service that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The license granted hereunder may not be transferred by You to any third party and is non-exclusive.
2.1.2. You acknowledge that the Services and their related software are proprietary to VELIX SYSTEMS LIMITED and/or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. You may not remove any proprietary notices or labels from any of the Services. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Services to a human-readable form. You may not reproduce, distribute or create any derivative works based on the Services without expressly being authorized in writing to do so by VELIX SYSTEMS LIMITED. Further, You may not rent, lease, grant a security interest in or otherwise transfer any rights to the Services. All rights not expressly granted in these Terms are reserved to VELIX SYSTEMS LIMITED and its suppliers.
2.1.3. The license granted hereunder entitles You to receive any and all standard updates and support that VELIX SYSTEMS LIMITED provides to all users of its Services, generally. Notwithstanding the previous sentence, VELIX SYSTEMS LIMITED reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, the Services. You understand that VELIX SYSTEMS LIMITED may update or modify any of the Services and their related software at any time, but is under no obligation to inform You of any such updates or modifications. For the avoidance of doubt, unless VELIX SYSTEMS LIMITED chooses to provide such updates or modifications to all of its users, these Terms do not grant You any right, license or interest in or to any premium support, maintenance, improvements, modifications, enhancements or upgrades to the Services or their related software. To the extent that VELIX SYSTEMS LIMITED supplies any updates or upgrades to You, they will be deemed to be subject to these Terms, unless VELIX SYSTEMS LIMITED indicates otherwise.
2.1.4. ANY AND ALL CONTENT ON THE WEBSITES, SOFTWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICES ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM VELIX SYSTEMS LIMITED. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
2.2. End User Conduct. You are solely responsible for the content of Your computer(s) and Your VELIX SYSTEMS LIMITED account and any transmissions made when using the Services. Your use of the Services are subject to the Terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing privacy, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). When using any of the Services You hereby agree: ( i ) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing privacy, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) not to use the Service to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (iii) not to use the Service for any illegal purposes; ( iv ) not to delete from the Service or its related software, or documentation used in connection with the Service, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that You do not own or have express permission to modify; (v) not to use the Service to interfere or disrupt any other networks connected to the Service; (vi) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to use the Service to distribute any unlawful, harassing, libelous , defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You shall not access or use someone else's Fireitover account at any time, without first obtaining the permission of the account holder. You agree that You are responsible for all actions and inactions of Your employees, consultants, or any other third party that You allow to access Your VELIX SYSTEMS LIMITED account, and You agree to use commercially reasonable efforts to monitor such third party users. VELIX SYSTEMS LIMITED reserves the right to disable Your account or take any other action that VELIX SYSTEMS LIMITED in its sole discretion deems necessary or appropriate in the event that VELIX SYSTEMS LIMITED has reason to believe that Your conduct while using any of the Services has violated the terms of this Section 2.2.
2.3. Account Passwords & Security. Certain Services provided by VELIX SYSTEMS LIMITED hereunder require You to use an email address to create a username and choose a password for access to Your Fireitover account (for security purposes, VELIX SYSTEMS LIMITED recommends choosing a password for the Service that is different from the username and password to Your computer). VELIX SYSTEMS LIMITED does not send emails asking for a user's Fireitover username and/or password or any other username or password. To keep the Service secure, You should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of the Services are restricted to authorized users only. Unauthorized individuals attempting to use any of the Services may be subject to prosecution. You agree to carefully safeguard all of Your passwords. VELIX SYSTEMS LIMITED does not maintain a database of user passwords so You are solely responsible if You do not maintain the confidentiality of Your passwords and account information. Furthermore, You are solely responsible for any and all activity that occurs under Your account. VELIX SYSTEMS LIMITED is not liable for any loss incurred by You resulting from another's use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. However, You may be held liable for losses incurred by VELIX SYSTEMS LIMITED or another party due to another's use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. You agree to immediately notify VELIX SYSTEMS LIMITED of any unauthorized use of Your account or any other suspected breach of security known to You, including if You believe that Your password and/or account information has been stolen or otherwise compromised.
2.4. Collaboration Disclaimer. VELIX SYSTEMS LIMITED is not responsible for the images/sounds/etc. you may view or experience while viewing a Fireitover landing page or included files etc. VELIX SYSTEMS LIMITED has no obligation to monitor any information stored on or shared through the Services and is not responsible for the accuracy, appropriateness or legality of any files, posts, links or other information You may be able to share or access while using the Services.
3. Payment Terms, Fees and Renewals
3.1. Accepted Methods of Payment:
3.1.1. Payment of Month-to-Month Subscriptions . In the event that Your subscription to a Service is on a monthly basis, payment of the subscription fee must be by preauthorized credit card charge, PayPal ® charge or direct debit only, and Your subscription will automatically renew each calendar month unless You provide VELIX SYSTEMS LIMITED with written notice of non-renewal during the prior calendar month. You will automatically be charged the applicable monthly subscription fee for each month or partial month that Your month-to-month subscription is in effect.
3.1.2. Payment of Annual Subscriptions :
3.1.2.1. Annual Subscriptions by Credit Card . In the event that Your subscription to the Service is for a year and the initial payment is by credit card, PayPal ® charge or direct debit, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You give VELIX SYSTEMS LIMITED prior written notice of non-renewal at least thirty (30) days prior to the expiration of Your current year subscription.
3.1.2.2. Annual Subscriptions By Invoice . In the event that Your subscription to the Service is for a year and the initial payment is by check or bank draft against an invoice from VELIX SYSTEMS LIMITED, payment shall be due within thirty (30) days' of the date of invoice. Additionally, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or VELIX SYSTEMS LIMITED give prior written notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription.
3.1.3. Free Subscriptions . Notwithstanding the above, Your subscription to any of VELIX SYSTEMS LIMITED's free Services does not require the payment of a subscription fee. VELIX SYSTEMS LIMITED reserves the right, in its sole and absolute discretion, to restrict, limit or terminate the use of "free" or "basic" versions of the Services by any individual, entity or group of entities, without notice.
3.2. No Cancellations. Notwithstanding any provision of these Terms or any course of dealing between the parties, You may not cancel, terminate or rescind a subscription during its term. Any and all payments by You to VELIX SYSTEMS LIMITED for access to the Services are final.
3.3. Credit Card Authorisation. In the event that You cancel the credit card provided to VELIX SYSTEMS LIMITED to pay for the Service or the card expires or is otherwise terminated, You must immediately provide VELIX SYSTEMS LIMITED with a new valid credit card number. You authorize VELIX SYSTEMS LIMITED, from time to time, to undertake steps to determine whether the credit card number provided to VELIX SYSTEMS LIMITED is a valid credit card number. In the event that You do not provide VELIX SYSTEMS LIMITED with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, You will be in violation of these Terms. You hereby authorize VELIX SYSTEMS LIMITED to automatically update Your credit card information using software designed for updating purposes.
3.4. Payment Due. Unless otherwise provided for herein, payment of all fees are due and payable to VELIX SYSTEMS LIMITED without demand, invoicing or notice before the commencement of the subscription period to which those fees apply.
3.5. Taxes. You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of a Service, or any software or other product provided under these Terms, excluding any taxes based on net income payable by VELIX SYSTEMS LIMITED. If You are exempt from paying any sales, use or other taxes, You must provide VELIX SYSTEMS LIMITED with appropriate evidence of tax exemption for all relevant jurisdictions.
3.6. Promotional Offers. Promotions and other special discounted pricing offers are temporary and upon the renewal of Your subscription, any such discounted pricing offers may expire. VELIX SYSTEMS LIMITED reserves the right to discontinue or modify any special promotional offers at its sole discretion.
4. Legal Terms
4.1. Disclaimer of Warranties. Although VELIX SYSTEMS LIMITED has attempted to provide accurate information with regard to the Service, VELIX SYSTEMS LIMITED assumes no responsibility for the accuracy or inaccuracy of any information provided. Mention of non-VELIX SYSTEMS LIMITED products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Your use of any of the Services is at Your own risk. ALL INFORMATION, DOCUMENTATION AND SERVICES PROVIDED BY VELIX SYSTEMS LIMITED ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VELIX SYSTEMS LIMITED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. VELIX SYSTEMS LIMITED MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. NOR DOES VELIX SYSTEMS LIMITED MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF VELIX SYSTEMS LIMITED, IT'S AGENTS, RESELLERS, CONSULTANTS OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL NOT BE DEEMED TO BE A WARRANTY BY VELIX SYSTEMS LIMITED FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF VELIX SYSTEMS LIMITED WHATSOEVER.
4.2. Limitations of Damages and Liability.
4.2.1. YOU AGREE THAT THE CONSIDERATION WHICH VELIX SYSTEMS LIMITED IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY VELIX SYSTEMS LIMITED OF THE RISK OF YOUR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES. VELIX SYSTEMS LIMITED AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VELIX SYSTEMS LIMITED BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF VELIX SYSTEMS LIMITED OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST VELIX SYSTEMS LIMITED OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.
4.2.2. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL VELIX SYSTEMS LIMITED'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO VELIX SYSTEMS LIMITED, IF ANY, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
4.2.3. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
4.3. Indemnification. You are responsible for maintaining the confidentiality of Your account and password(s). You are also responsible for all activities that occur under Your account. Therefore, You agree to indemnify, defend and hold VELIX SYSTEMS LIMITED and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the "Indemnified Parties") harmless from and against any and all liabilities, claims, costs, including reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these terms of use or claims arising from Your account; (b) any fraud or manipulation by You; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; or (d) any claims of credit card fraud based on any information released by You. You agree to use best efforts to cooperate with VELIX SYSTEMS LIMITED in the defense of any demand, claim, action or suit. VELIX SYSTEMS LIMITED reserves the right to assume the exclusive defense of any matter subject to indemnification by You at VELIX SYSTEMS LIMITED's own expense.
4.4. Right to Terminate. VELIX SYSTEMS LIMITED may, in its sole discretion, immediately terminate Your subscription, license and right to use the Service if ( i ) You fail to make timely payments of subscription fees as required for access to Your account or You declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; (ii) You breach these Terms; (iii) VELIX SYSTEMS LIMITED is unable to verify or authenticate any information You provide to VELIX SYSTEMS LIMITED; or (iv) VELIX SYSTEMS LIMITED decides, in its sole discretion, to discontinue offering the Service to its users. VELIX SYSTEMS LIMITED shall not be liable to You or any third party for termination of the Service or Your use of the Service. Upon expiration or termination for any reason, You shall no longer be authorized to use the Service. When Your access to the Service is terminated and/or Your subscription is canceled , You will no longer have access to data and other material that You may have stored in connection with the Service and that material may be deleted by VELIX SYSTEMS LIMITED. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law shall survive any termination, expiration or rescission of these Terms.
4.5. Title. Title, ownership rights and intellectual property rights in the Service shall remain with VELIX SYSTEMS LIMITED or its suppliers, as applicable. The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give You no rights to such content. " Fireitover ," associated logos, and other names, logos, icons and marks identifying VELIX SYSTEMS LIMITED's Services are trademarks or service marks of VELIX SYSTEMS LIMITED (collectively the "Trademarks") and may not be used without the prior written permission of VELIX SYSTEMS LIMITED. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of VELIX SYSTEMS LIMITED or such third party that may own the Trademarks. Your use of the Trademarks except as provided in these Terms is strictly prohibited.
4.6. Feedback. VELIX SYSTEMS LIMITED shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, recommendations or other information provided by You relating to the operation of the Service ("Feedback").
4.7. Confidentiality. You shall maintain the confidentiality of information that has been, and will continue to be, provided to You by VELIX SYSTEMS LIMITED in connection with Your use of the Service. You specifically agree to the following confidentiality terms (the "Confidentiality Terms"):
4.7.1. Obligations . You shall (a) maintain in confidence all such information, including but not limited to the Service and its related software, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by these Confidentiality Terms), and (c) not use VELIX SYSTEMS LIMITED's confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of VELIX SYSTEMS LIMITED. You shall have no right, title, or interest in or to the confidential information.
4.7.2. Confidential Information . Information considered confidential by VELIX SYSTEMS LIMITED includes, without limitation, information of VELIX SYSTEMS LIMITED relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) other information of a similar nature not generally disclosed by VELIX SYSTEMS LIMITED to the public or other information You should reasonably believe to be confidential given the circumstances, (d) information concerning Your use of the Service, and (e) the Service itself and its associated software.
4.7.3. Exclusions . The obligations imposed by these Confidentiality Terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of You or any other person or entity with a confidentiality obligation; (c) is already known to You prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorized representative of VELIX SYSTEMS LIMITED; or (e) is required to be disclosed pursuant to a valid court order, duly authorized subpoena, or governmental authority (provided that You shall immediately give VELIX SYSTEMS LIMITED written notice and an opportunity to contest such required disclosure).
4.7.4. Remedies . The remedy at law for any breach of any of the covenants and agreements set forth in these Confidentiality Terms may be inadequate, so in the event of any such breach or threatened breach, VELIX SYSTEMS LIMITED shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. You further agree that these Confidentiality Terms shall in no way restrict or limit any other remedies VELIX SYSTEMS LIMITED may have available at law and VELIX SYSTEMS LIMITED may be entitled to recover the costs, including reasonable attorney's fees, to enforce its rights under these Confidentiality Terms.
4.7.5. Return of Confidential Information . Upon the written request of VELIX SYSTEMS LIMITED, You shall return, or certify that You have destroyed, all information disclosed under these Confidentiality Terms and any memoranda, diagrams, or any other documents containing any information disclosed under these Confidentiality Terms.
4.7.6. Enforceability . In the event any one or more of the provisions of these Confidentiality Terms shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
4.7.7. Application . These Confidentiality Terms shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these Confidentiality Terms that may be associated with any particular information disclosed hereunder.
4.7.8. Surviving Obligations . The confidentiality obligations imposed under these Confidentiality Terms shall survive any termination, expiration, or rescission of these Terms or Your subscription term, as well as continue beyond any time in which You were using the Service.
4.7.9. Electronic signature responsibilities . Customer acknowledges and agrees that: (i) as between FireItOver and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services; and,(ii) certain types of documents, agreements, or contracts may be excluded from general electronic signature laws (such as wills, trusts, court orders, or family law matters), or may have specific regulations that are applicable to them; and, (iii) Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with the Services are appropriate for electronic signatures, and FireItOver is not responsible or liable for any such determination or use; and, (iv) Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers, Customer is solely responsible for ensuring it complies with all such laws/regulations, and FireItOver has no obligations to make such determination or assist with fulfilling any requirements therein.
4.8. Disclaimer of High Risk Activities. The Services are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, including, but not limited to, equipment used to operate nuclear facilities, aircraft navigation or aircraft communication systems or air traffic control, direct life support machines or weapon systems, in which the failure of the Services could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, VELIX SYSTEMS LIMITED and its suppliers specifically disclaim any express or implied warranty of fitness for such High Risk Activities.
4.9. Compliance with Export Laws & Regulations. The Services and their related software are subject to United States Export Administration Regulations. No software or Service may be downloaded, used or exported ( i ) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) any person or entity on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List, or otherwise designated as prohibited from receiving U.S. exports. By subscribing to the Service or using any of its related software, You represent and warrant that You are not- and are not controlled by – any such person or entity and are not controlled by a national or resident of any such country.
4.10. Force Majeure. No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by: ( i ) failures of software or other computer programming (other than the Service purchased hereunder); (ii) natural weather events; or (iii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers; provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
5. Miscellaneous
5.1. Entire Agreement. These Terms represent the complete agreement concerning the subject matter of the license granted hereunder and Your use of any of the Services. VELIX SYSTEMS LIMITED may amend these Terms at any time by sending information regarding the Terms amendment to the email address You have provided to VELIX SYSTEMS LIMITED. You manifest intent to accept these amended terms if You continue to use the Service after such amended terms have been sent to You. If You do not agree with any such amended terms You must notify VELIX SYSTEMS LIMITED during the 30-day period after such amended terms have been posted and at the end of such 30-day period these Terms shall be deemed terminated unless VELIX SYSTEMS LIMITED agrees to waive such amended terms to which You object.
5.2. Governing Law & Venue. These Terms shall be governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any principles of conflict of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Los Angeles, California, and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of ( i ) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
5.3. Severability. If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
5.4. Publicity. VELIX SYSTEMS LIMITED shall have the right to identify You as a user of the Service. You agree that VELIX SYSTEMS LIMITED may use any logo and/or name associated with You on VELIX SYSTEMS LIMITED's website and other materials in order to identify You as an VELIX SYSTEMS LIMITED user.
5.5. Notices. Notices by VELIX SYSTEMS LIMITED to You may be sent to the email address You provide on the Registration Form or otherwise by any means that VELIX SYSTEMS LIMITED determines in its sole discretion as likely to come to Your attention. All notices sent by You to VELIX SYSTEMS LIMITED in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of VELIX SYSTEMS LIMITED set forth herein.
5.6. Waiver. You agree not to bring or participate in any class action lawsuit against VELIX SYSTEMS LIMITED or any of its employees or affiliates. You agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of VELIX SYSTEMS LIMITED to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by VELIX SYSTEMS LIMITED of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to VELIX SYSTEMS LIMITED by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
5.7. No Exclusivity. You acknowledge and agree that VELIX SYSTEMS LIMITED is in the business of providing technologies and services to support secure, streamlined digital delivery of high-value media files including watermarking and other solutions and that VELIX SYSTEMS LIMITED may provide such services to third parties, including any competitors of You, which are the same or similar to the Services provided to You hereunder.
5.8. Assignment. These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns. Neither party may assign this Agreement, assign its rights or delegate its duties hereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise), without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, VELIX SYSTEMS LIMITED may assign this Agreement, without Your prior written consent in connection with a merger, acquisition, change of control or sale of substantially all of its assets (or any substantially similar transaction). Additionally, VELIX SYSTEMS LIMITED may assign all or any part of the performance of this Agreement to an Affiliate Entity without Your prior written consent. For the purposes of this section, the term "Affiliate Entity" shall mean any entity that now or in the future controls, is controlled by, or is under common control with VELIX SYSTEMS LIMITED.
