TERMS OF SERVICE

VORTEX IOT LIMITED - TERMS OF SERVICE

VORTEX IoT Limited (VORTEX IoT) provides its services through www.vortexiot.com, www.loglet.io and associated web and mobile applications. These terms apply to all services provided through these two domains, regardless of the medium of delivery. VORTEX IoT.io service enables software developers to integrate authentication, identity management, transaction authorization, encryption keys and customer support capabilities into their applications, including mobile, web-based and desktop applications. VORTEX IoT provides its services subject to the terms and conditions contained in these Terms of Service (this “Agreement”). To become eligible to use VORTEX IoT’s services under this Agreement, you must review and accept the terms of this Agreement by clicking on the “I Accept” button or other mechanism provided.

Please review the terms of this Agreement carefully. Once accepted, this Agreement becomes a binding legal commitment. If you have any questions, you can reach the VORTEX IoT team at https://vortexiot.com/about.

If you are a government user or otherwise accessing or using any VORTEX IoT service in a government capacity, this Amendment to VORTEX IoT Terms of Service shall apply to you.

1. DEFINITIONS

“Customer” means the individual accepting the terms of this Agreement or the entity such individual represents, as applicable.

“Customer Application” means a software application that interfaces with the VORTEX IoT Services and includes any services (web-based or other services) made available by Customer through that application.

“Customer Data” means data and other information made available to VORTEX IoT through the use of the VORTEX IoT Services under this Agreement.

“Documentation” means all of the instructions, code samples, on-line help files and technical documentation made available by VORTEX IoT for the VORTEX IoT Services.

“End User” means an end user of VORTEX IoT or a Customer Application

“End User Data” means all personal information of an end user including name, emails, phone numbers and other personal data.

“VORTEX IoT Acceptable Use Policy” means certain terms and conditions relating to the use of the VORTEX IoT Services, available through the service setup interface, as such may be updated from time to time.

“VORTEX IoT API” means an application-programming interface for the VORTEX IoT Services (or feature of the VORTEX IoT Services) provided to Customer by VORTEX IoT.

“VORTEX IoT Properties” means the VORTEX IoT websites, VORTEX IoT APIs, VORTEX IoT mobile applications, Documentation, and technical support made available by VORTEX IoT to Customer in connection with the VORTEX IoT Services.

“VORTEX IoT Services” means the services provided by VORTEX IoT to Customer under this Agreement, including all programs, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by VORTEX IoT, including without limitation the VORTEX IoT APIs and any software provided to Customer in connection with its use of the VORTEX IoT Services.

2. VORTEX IOT SERVICES

2.1 Provision of Services. VORTEX IoT will make the VORTEX IoT Services available to Customer in accordance with this terms. Subject to the terms and conditions of this Agreement, VORTEX IoT grants Customer a non-exclusive, revocable right to:

2.2 Use of VORTEX IoT Services. Customer will be solely responsible for all use (whether or not authorized) of the VORTEX IoT Services and Documentation under its account, including for the quality and integrity of Customer Data and each Customer Application. VORTEX IoT reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the VORTEX IoT Site or any portion thereof with or without notice. You agree that VORTEX IoT shall not be liable to you or to any third party for any modification, suspension or discontinuance of the VORTEX IoT Site or any portion thereof.

2.3 Restrictions. Except as expressly provided in Section 2.1 (Provision of Services), Customer will not transfer, resell, lease, license or otherwise make available the VORTEX IoT Services to third parties. In any event, Customer will not offer the VORTEX IoT Services on a standalone basis. Customer will not use the VORTEX IoT Services to access or allow access to Emergency Services. Customer will ensure that the VORTEX IoT Services provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement, including VORTEX IoT’s Acceptable Use Policy. Specifically and without limitation, Customer will ensure that VORTEX IoT is entitled to use the Customer Data as needed to provide the VORTEX IoT Services and will not use the VORTEX IoT Services in any manner that violates any data protection statute, regulation, order or similar law. Customer end End user will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of VORTEX IoT software.

2.4 End User. To use the services available on the VORTEX IoT Site, you must complete the registration process. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the VORTEX IoT's registration process ("End User Data”) and (b) maintain and promptly update the End User Data to keep it accurate and current. You agree that VORTEX IoT may use your End User Data to provide the user authentication, login and registration services on the VORTEX IoT Properties for which you have enrolled. If you provide any information that is inaccurate or not current, or VORTEX IoT has reasonable grounds to suspect that such information is inaccurate or not current, VORTEX IoT has the right to suspend or terminate your account and refuse any and all current or future use of the VORTEX IoT Site. In consideration of your use of the VORTEX IoT Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction.

2.5 Change of Service. Customer acknowledges that the features and functions of the VORTEX IoT Services, including the VORTEX IoT APIs, may change over time. It is Customer’s responsibility to ensure that calls or requests Customer makes to the VORTEX IoT Services are compatible with then-current VORTEX IoT APIs. Although VORTEX IoT endeavors to avoid changes to the VORTEX IoT APIs that are not backwards compatible, if any such changes become necessary, VORTEX IoT will use reasonable efforts to notify Customer at least 30 days prior to implementation and to provide information required for Customer to continue to use the Services.

3. FEES

3.1 Fees. Customer agrees to pay the usage fees set forth on the VORTEX IoT site or otherwise agreed rates (collectively Fees). In addition, if applicable, Customer agrees to pay any applicable support fees in connection with Customer’s order of any support services pursuant to the Support Terms.

3.2 Net of Taxes. Unless otherwise stated in the Fees, all applicable state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, whether charged to or against VORTEX IoT, will be payable by Customer. Customer will not withhold any taxes from any amounts due to VORTEX IoT.

3.3 Invoicing. Subject to certain credit requirements as determined by VORTEX IoT, VORTEX IoT agrees to allow Customer to pay amounts due hereunder in arrears. Customer will make all of the payments due hereunder within 7 days of the date of the invoice. If Customer is overdue on any payment and fails to cure such non-payment within 14 days of written notice of the non-payment, then VORTEX IoT may assess and Customer will pay a late fee of the lesser of 1% per month or the maximum amount allowable by law.

3.4 Disputes. Customer will notify VORTEX IoT in writing in the event Customer disputes any portion of any fees paid or payable by Customer under this Agreement. Customer will use reasonable efforts to provide such notice to VORTEX IoT within 30 days of the applicable charge and the parties will work together to resolve the applicable dispute promptly. Upon expiration of the 30-day period described in this Section, Customer will not be entitled to dispute any fees paid or payable by Customer.

3.5 Suspension. Customer acknowledges that, in the event Customer fails to pay amounts due as described in this Section 3, VORTEX IoT will be entitled suspend the VORTEX IoT Services associated with Customer’s account without prior notice to Customer. VORTEX IoT will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to any suspension of VORTEX IoT Services pursuant to this Section 3.

3.6 End User Fees. VORTEX IoT services are offered for free to End Users.

4. OWNERSHIP AND CONFIDENTIALITY

4.1 Ownership Rights. As between the parties, VORTEX IoT exclusively owns and reserves all right, title and interest in and to the VORTEX IoT Services, VORTEX IoT Properties and VORTEX IoT’s Confidential Information. As between the parties, Customer exclusively owns and reserves all right, title and interest in and to the Customer Data, Customer Applications and Customer’s Confidential Information. End user data belongs to the user only. VORTEX IoT will only store contact data (full name, emails and phone numbers) and traffic data (sites / services used). All other data are stored on End User's device and made available to a Customer with End User's approval. End User's Data provided by a Customer will also become VORTEX IoT data (for the type of data mentioned above: contact data and traffic data).

4.2 Use of Licensor Mark. Subject to the terms of this Agreement, each party (the “Licensor”) grants to the other party (the “Licensee”) the right to use and display Licensor’s name and marks (the “Licensor Marks”) on its website and in other promotional materials related to its activities under this Agreement. All such use of the Licensor Marks will be in accordance with the Licensor’s usage guidelines and will inure to the benefit of Licensor. Licensee will not use, register or take other action with respect to any of the Licensor Marks, except to the extent authorized in advance and in writing by Licensor. In its efforts, Licensee will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. Licensee will not, at any time, misrepresent its relationship with Licensor. Licensee and will not present itself as an affiliate or other legal agent of Licensor. The license described in this Section will terminate automatically in the event of any termination of this Agreement.

4.3 Confidentiality.

  1. Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to receiving party, without restriction, by another person without violation of disclosing party’s rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information
  2. Use and Disclosure. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose such information to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may disclose the Confidential Information of the other party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law); provided that such party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.

4.4 Injunction Relief. The Parties expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.

5. DISCLAIMER

VORTEX IoT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. VORTEX IoT’S SERVICES AND PROPERTIES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

6. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL VORTEX IoT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF VORTEX IoT HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL VORTEX IoT BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE THREE MONTHS PRECEDING THE INCIDENT OR CLAIM.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

THE VORTEX IoT SERVICES ARE NOT INTENDED TO SUPPORT ANY EMERGENCY SERVICES. NEITHER VORTEX IoT NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD VORTEX IoT HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE VORTEX IoT SERVICES FOR EMERGENCY SERVICES.

7. TERMINATION

7.1 Terms. The term of this Agreement will commence on the date this Agreement is accepted by Customer and continue for a period of twelve months. This Agreement will automatically renew for additional one-year terms unless either party provides notice of non-renewal no less than 30 days prior to the end of a renewal term.

7.2 Termination. Either party may terminate this Agreement for any reason upon 30 days written notice to the other party. Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement and fails to remedy such breach within 5 days after written notice of such breach. VORTEX IoT may also suspend the VORTEX IoT Services immediately upon notice for cause if: (a) Customer violates (or gives VORTEX IoT reason to believe it has violated) any provision of the VORTEX IoT Acceptable Use Policy; (b) there is an unusual spike or increase in Customer’s use of the VORTEX IoT Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the VORTEX IoT Services; (c) VORTEX IoT determines, in its sole discretion, that its provision of any of the VORTEX IoT Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (d) subject to applicable law, upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer become the subject of bankruptcy or similar proceeding.

7.3 Survival. Upon termination or expiration of this Agreement, Customer’s payment obligations, the terms of this Section 7.3 and the terms of the following Sections will survive: Section 2.2 (Use of VORTEX IoT Services), Section 2.3 (Restrictions), Section 4 (Ownership and Confidentiality), Section 5 (Disclaimer), Section 6 (Exclusion of Damages; Limitation of Liability), Section 8 (Indemnification; Disputes) and Section 9 (General).

8. INDEMNIFICATION; DISPUTES

8.1 Indemnification by Customer. Customer will defend, indemnify and hold VORTEX IoT harmless against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising out of or relating to Customer’s activities under this Agreement or Customer’s acts or omissions in connection with the provision of the Customer Application, including without limitation, any intellectual property claims relating to the Customer Application. VORTEX IoT will cooperate as fully as reasonably required in the defense of any Claim, at Customer’s expense. VORTEX IoT reserves the right, at Customer’s expense, to retain separate counsel for VORTEX IoT or, if Customer has not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any matter in which Customer is a named party and that is otherwise subject to indemnification under this Section. Customer will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against VORTEX IoT in connection with any Claim. Customer will also be liable to VORTEX IoT for any costs and attorneys’ fees VORTEX IoT incurs to successfully establish or enforce its right to indemnification under this Section.

8.2 Governing Law. Except as provided in Section 8.3, this Agreement will be governed by the laws of United Kingdom, exclusive of its rules governing choice of law and conflict of laws.

9. GENERAL

9.1 Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, without VORTEX IoT’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void.

9.2 Amendment. VORTEX IoT may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. VORTEX IoT will notify Customer not less than 5 days prior to the effective date of any such amendment and Customer’s continued use of the VORTEX IoT Services following the effective date of any such amendment may be relied upon by VORTEX IoT as Customer’s consent to any such amendment. VORTEX IoT’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of the Agreement.

9.3 Waiver. Any waiver of any breach or default by either party will not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.4 Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement. Customer does not have the authority to commit VORTEX IoT in any way and will not attempt to do so or imply that it has the right to do so.

9.5 Unenforceability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.

9.6 Notices. Any notice required or permitted to be given hereunder will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, by email with proof of receipt, or by overnight delivery. VORTEX IoT may use Customer’s current address, as provided by Customer in connection with billing and payment activities. VORTEX IoT’s current address may be found on its website.

9.7 Other Terms. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by VORTEX IoT, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.8 Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party’s control (each, a “Force Majeure Event”) if the party makes reasonable efforts to perform. Either party may terminate this Agreement on written notice to the other party if the Force Majeure Event continues more than 30 days.

9.9 Government Terms. VORTEX IoT provides the VORTEX IoT Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the VORTEX IoT Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The VORTEX IoT Services were developed fully at private expense.

10. SUPPORT AND QUESTIONS

We will provide support to you related to the VORTEX IoT Sites via the following methods:

If you have any questions regarding these Terms, please contact us by email at info@vortexiot.com.

© 2016 VORTEX IoT Limited. All rights reserved.

Last Updated 1st of December, 2017