End User License Agreement

 

THIS AGREEMENT GOVERNS YOUR USE OF OUR SERVICES. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES
TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES


1. We are VorteXplore Limited, a company registered under the laws of England with company number 11630862 and our registered office is at 22 Chancery Lane, London WC2A 1LS (“vX”, “we” or “us”). Our registered VAT number is 327527984 Further information about vX and our purpose can be found here.
2. These are the terms and conditions governing your use of the tool (the “vX Platform”).
3. Once your registration has been confirmed and you have created an account, you will have access to the vX Platform in accordance with these terms and conditions and our website Terms of Use.
4. You acknowledge and agree that vX owns all intellectual property rights in the vX Platform. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the vX Platform. You will not attempt to copy, modify, create derivative works from, download, display, transmit, distribute, reverse engineer or disassemble all or any portion of the vX Platform. You will not access all or any part of the vX Platform in order to build a product or service which competes with the vX Platform. Unless authorised in writing by Us, you will not use the vX Platform to provide services to third parties other than as expressly envisaged by this agreement.
5. We will process any Personal Data (as such term is defined by the Data Protection Act 2018 and any applicable data privacy laws) as follow:
(a) we will limit access to Personal Data on a need to know basis and ensure the reliability of all vX personnel who have and will have access to Personal Data;
(b) we will use or process such Personal Data only for the purpose(s) defined in this agreement and/or to the extent necessary to carry out its obligations under this agreement;
(c) we will ensure that appropriate technical and organisational measures are taken to avoid unauthorized or unlawful processing of the Personal Data and against loss or destruction of, or damage to, that Personal Data;
(d) we will promptly and in a secure manner return or destroy the Personal Data, upon expiration or termination of this agreement;
(e) we will provide with reasonable assistance in connection with data subject requests under applicable data privacy laws;
(f) we will notify, without undue delay upon becoming aware, of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
We may transfer, including for data hosting, maintenance services and remote access purposes, the Personal Data outside the EEA and/or UK to a country that is not recognized by the European Commission and/or UK as having an adequate level of protection within the meaning of the applicable data privacy laws (a “Third Country”), subject to vX implementing the standard
contractual clauses on the transfer of Personal Data as issued by the European Commission and/or the UK (“SCC”). We will only disclose the Personal Data to a third party in a Third Country if the third party is or agrees to be bound by these SCC.
6. We shall use commercially reasonable endeavours to make the vX Platform available, except for unscheduled maintenance at any time. However, we do not warrant that your use of the vX Platform will be uninterrupted or error-free and you are responsible for procuring and maintaining adequate network connections and telecommunications links to access the vX Platform and for testing the vX Platform to ensure that it meets your requirements.
7. We reserve the right to amend this agreement and the vX Platform without notifying you although any material changes will be notified to you. You should also refer to our website Terms of Use. We may also change the services provided through the vX Platform at any time.
8. We may terminate this agreement with immediate effect at any time by writing to you if: (a) your continued access to and use of the vX Platform is, in our reasonable opinion, likely to damage our reputation or the reputation and goodwill associated with vX; or (b) you breach our website Terms of Use.
9. You agree that you shall have no remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) which is not set out in this agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement and that the only remedy available shall be for breach of contract. You confirm that you have not relied on any representations made by us when entering into this agreement other than as set out expressly in the agreement.
10. Any notice or other communication given to a party under or in connection with this agreement shall be in writing (which shall include e-mail).
11. You undertake that you shall not at any time disclose to any person any confidential information concerning the vX business, affairs, customers, clients or suppliers.
12. We may transfer our rights and obligations under these terms to another organisation as part of a transfer of the vX business or any part of it to that organisation. We will always tell you in writing if this happens. You may not transfer your rights or your obligations under these terms to another entity.
13. This agreement is between you and Us. No other person shall have any rights to enforce any of its terms.
14. This agreement shall be governed by and construed in accordance with the laws of England and Wales including in respect of any non-contractual obligations. All claims, disputes or other matters in question between the parties related to or arising out of this agreement.