End-user terms of service

These End-User Terms of Service (these “Terms of Service”) set forth the terms and conditions upon which Voray, Inc. (“Voray”) offers you, our end-users (each, an “End-User”), access to Voray’s proprietary web based platform located at www.voray.com (the “Service”) solely for the purpose and to the extent authorized by Voray and, if applicable, the partner, host or other entity on whose behalf you are accessing the Service (“Partner”) and, if applicable, solely in accordance with, and subject to, the then-effective Services Agreement (and any other written agreement) between Voray and Partner (collectively, the “Services Agreement”). By clicking “I Agree” or by accessing or otherwise using the Service, you agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or use the Service. This is a legally enforceable contract. Voray may, at any time and without notice, modify these Terms of Service by making the revised terms hereof available on or in connection with the Service. Your continued access to or use of the Service constitutes your acceptance of any such revisions. No other amendment, modification or supplement of any provision of these Terms of Service will be valid or effective unless made in writing and signed by duly authorized representatives of both parties. Our Privacy Policy, available here, is incorporated into and made part of these Terms of Service, and you hereby agree to the terms of our Privacy Policy.

1. License
1.1. Limited License to Use the Service. Subject to End-User’s compliance with the terms and conditions of these Terms of Service, Voray hereby grants to End-User a limited, personal, non-exclusive, non-transferable license, during the term of these Terms of Service, to access and use the Service solely for the purpose and to the extent authorized by Voray (and, if applicable, Partner) and, if applicable, solely in accordance with the Services Agreement. Except for the licenses and rights expressly granted under these Terms of Service, no licenses or rights are granted by Voray to End-User hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved by Voray.
1.2. License Restrictions. End-User shall not (a) copy or modify the Service for any purpose; (b) reverse engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Service; (c) distribute, disclose, market, rent, lease or otherwise transfer the Service to any other person or entity; or (d) post or provide any unlawful, infringing, unauthorized or otherwise inappropriate information or other content to or through the Service. End-User shall treat the content, features, functionality, underlying algorithms, ideas and data, structure and other proprietary aspects of the Service as confidential information and at all times strictly maintain the confidentiality of the foregoing. In addition, End-User shall, if applicable, comply with Partner’s confidentiality obligations under the Services Agreement. Certain fees may apply, and End-User’s access is conditional on full, timely payment by End-User and/or Partner, as applicable, of all fees or other amounts due under these Terms of Service, the Services Agreement or otherwise in connection herewith or therewith.
1.3. Third Party Services and Content. Voray may use or allow, or provide links to, certain third party providers (each, a “Third Party Provider”) to provide Service-related services, and Voray may make available or provide links to certain third party software, systems, networks, connections, data, content, products, services, documents and other materials (collectively, “Third Party Materials”), which are subject to such third party’s terms and conditions. Access to any Third Party Providers or Third Party Materials is only for End-User convenience and is at End-Users’ own risk. End-User shall, if applicable, comply with Partner’s obligations relating to Third Party Providers and Third Party Materials under the Services Agreement. End-User represents and warrants to Voray that End-User shall agree to and comply with Third Party Providers’ terms and conditions and shall only use any such Third Party Materials in accordance with the independent rights End-User (or, if applicable, Partner) has secured outside of the Voray Platform.
2. Intellectual property rights
2.1. Ownership; Reservation of Rights; Licenses. Voray, Third Party Providers and their respective licensors retain all intellectual property rights in and to the Service and any Third Party Materials (including all related copyrights, patents, service marks, trademarks and other intellectual property rights), including but not limited to any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for any rights specifically granted to End-User under these Terms of Service, End-User hereby assigns to Voray all other intellectual property rights it may now or hereafter possess in the Service, any related documentation, or any suggestions or other feedback related to the Service or Voray’s business that End-User may provide, and all derivative works and improvements thereof, and agrees to execute all documents, and take all actions, that may be reasonably necessary to confirm such rights. End-User also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on the Service and any related documentation delivered to End-User by Voray and all whole or partial copies thereof. “End-User Content” means data, images or other content uploaded to the Service by End-User or under End-User’s account. End-User hereby grants to Voray, and any applicable Third Party Provider, a non-exclusive, royalty-free, worldwide, transferable license to use the End-User Content solely in connection with the provision or use of the Service. End-User is responsible to secure all rights in and to all End-User Content. End-User hereby grants to Voray a perpetual, irrevocable, worldwide, royalty-free, non-exclusive right to use any data collected in connection with the Service on an aggregate or de-identifed basis for any lawful purpose related to the Service or Voray’s business.
3. Disclaimers; Limitations of liability
3.1. Warranty Disclaimer. EXCEPT FOR ANY WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, VORAY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SERVICE, ANY OTHER VORAY PRODUCTS OR SERVICES, ANY THIRD PARTY MATERIALS OR ANY OTHER MATTER COVERED BY THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VORAY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. VORAY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY CONTENT PROCESSED OR PROVIDED BY THE SERVICE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN END-USER (OR, IF APPLICABLE, PARTNER) AND THE APPLICABLE THIRD PARTY PROVIDER. Voray shall not be liable or responsible for any Third Party Provider or any Third Party Materials, or for any loss, damage, injury, malfunction, interruption or claim arising therefrom or related thereto.
3.2. Limitations of Liability. IN NO EVENT SHALL Voray BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER VORAY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. The aggregate liability of Voray for any and all claims arising under or in connection with these Terms of Service or its subject matter shall not exceed $100.
3.3. Essential Part of the Bargain. The parties acknowledge that the disclaimers and limitations set forth in this Section 3 are an essential element of these Terms of Service between the parties and the parties would not have entered into these Terms of Service without such disclaimers and limitations.
4. Indemnification; unauthorized use
4.1. Indemnification. End-User hereby agrees to indemnify and hold harmless Voray from any and all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) suffered or incurred by Voray in connection with any claims, proceedings or causes of action arising from or related to (a) End-User Content, including any actual or alleged violations of third party intellectual property rights by such End-User Content; (b) any access to or use of the Service by End-User or under End-User’s account in violation of any applicable law, regulation or third party terms, policies or agreements; (c) the actual or requested provision of any data, or access to any data, by or on behalf of End-User in connection with the Service; or (d) End-User’s breach of these Terms of Service.
4.2. Notification of Unauthorized Use. End-User shall promptly notify Voray in writing upon its discovery of any unauthorized use or infringement of the Service or the related documentation, or Voray’s intellectual property rights with respect thereto. Voray shall have the sole and exclusive right to bring any infringement action or proceeding against any third party in relation to the Service, and End-User shall cooperate and provide all reasonable information and assistance to Voray and its counsel in connection with any such action or proceeding.
5. Term and termination
5.1. Term. End-User’s access to the Service shall begin on the date End-User registers for the Service and shall continue until the earlier of (a) termination in accordance with these Terms of Service; or (b) if applicable, expiration or termination of the Services Agreement.
5.2. Termination for Convenience. Voray may terminate these Terms of Service, or End-User’s use of the Service, at any time. End-User may terminate these Terms of Service at any time by cancelling its account.
5.3. Effect of Termination. Upon the expiration or termination of these Terms of Service, all license rights of End-User under these Terms of Service shall automatically and immediately cease and End-User shall promptly cease all use of the Service. Sections 1.2, 2, 3, 4, 5.3 and 6 shall survive the expiration or termination of these Terms of Service.
6. General
6.1. Export Compliance. The Service may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea are not permitted to access the Service without prior written permission from Voray once granted by the appropriate jurisdiction. The rights and obligations of End-User shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. End-User shall not, directly or indirectly, export, re-export or transship the Service in such manner as to violate such laws or regulations in effect from time to time.
6.2. Independent Contractors. In making and performing these Terms of Service, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
6.3. IForce Majeure. In the event that Voray is unable to perform its obligations under these Terms of Service because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes beyond its reasonable control, Voray shall not be liable to End-User for any damages resulting from such failure to perform or otherwise from such causes.
6.4. Governing Law. These Terms of Service and its subject matter shall be governed in accordance with the law of the State of New York, without reference to its conflict of laws principles.
6.5. Assignment. End-User may not assign any of its rights or privileges, or delegate any of its duties or obligations hereunder, to any third party without the prior written consent of Voray. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the bene t of the parties hereto and their respective permitted successors and assigns.
6.6. Notices. All notices to either party shall be (a) in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by such party or to such other address as either party shall give by notice to the other party; or (b) if Voray is providing notice, by email to the email address associated with End-User’s account or by posting such information to the Service. Notices shall be effective when delivered in accordance with the foregoing. End-User hereby consents to receiving communications from Voray electronically. Please send any questions, comments or concerns about the Service to support@voray.com.
6.7. Entire Agreement. These Terms of Service, including our Privacy Policy, constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof.
6.8. Waivers. A waiver by either party of a breach or violation of any provision of these Terms of Service will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these Terms of Service.
6.9. Severability. If any term or provision of these Terms of Service, or the application thereof, is held invalid, void or unenforceable by any court or other governmental authority having jurisdiction over the subject matter, such provision shall be enforced to the maximum extent permissible under applicable law, and the remaining provisions, and any application thereof, shall nevertheless continue in full force and effect.