Terms of Use

This User License Agreement ("Agreement") constitutes a valid and binding agreement between Ortelio Ltd ("Ortelio") and you ("you," or "your") for the use of the Noos Service (the “Service”), as described in detail at https://docs.noos.cloud. You must enter into this agreement in order use the Noos Service.

BY USING THE NOOS SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE NOOS SERVICE.

1. License Terms

Subject to the terms of this Agreement, Ortelio hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable license to use the Noos Service. This license may not be shared, transferred to or used concurrently on different servers or workstations.

Subject to this Agreement, you may: (a) use the Service and (b) integrate the Service into any Application that has material value independent of the Service. You may not sublicense or transfer these rights.

All facilities used to store and process your Data will adhere to reasonable security standards. Noos has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application your Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and your Data, and (iii) protect against unauthorised access to or use of an Application and your Data.

The use of the Service is monitored in order to control the type of account that you have and the limitations that they apply. This data is only for internal use.

2. License Restrictions

(a) Notwithstanding anything to the contrary, you may not: (i) use the Noos Service in any way that would violate any applicable law, regulation or ordinance; (ii) use any type of bot, spider virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorised access or that are designed to distort, delete, damage or disassemble the Noos Service. Furthermore, you may not use the Noos Service to develop, generate, transmit or store information that: (A) infringes any third party's intellectual property or other proprietary right; (B) is defamatory, harmful, abusive, obscene or hateful; (C) in any way obstructs or otherwise interferes with the normal performance of another person's use of the Noos Service, (D) performs any unsolicited commercial communication not permitted by applicable law; (E) is harassment or a violation of privacy or threatens other people or groups of people; and (F) impersonates any other person, or steals or assumes any person's identity (whether a real identity or online nickname or alias).

3. Proprietary Rights

The provision of the Noos Service relies on proprietary and confidential information of Ortelio, including copyrights, trade secrets and trademarks contained therein, which are protected by international copyright laws. Title to and ownership of the Noos Service, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of Ortelio and its suppliers, and except for the limited license granted to you, Ortelio reserves all right, title and interest in it. You shall not take any action to jeopardise, limit or interfere with Ortelio’s ownership of and rights with respect to the Noos Service. You acknowledge that any unauthorised use of the Noos Service is a violation of this Agreement and copyright laws and is strictly prohibited.

4. Terms and Termination

(a) This Agreement will be effective as of the date you accept this Agreement, thereby expressly agreeing to the terms and conditions set forth herein, and will remain effective until terminated by either party as set forth below.

(b) You may terminate this Agreement at any time provided you cease all use of the Noos Service. Ortelio may terminate this Agreement if you do not comply with the terms and conditions of this agreement by providing notice to you of such termination (in which case such termination will be effective upon delivery of such notice) and/or preventing your access to the Service.

(c) Upon termination of this Agreement for any reason (i) all licenses and rights to use the Noos Service shall terminate, and (ii) this agreement, other than Section 1 hereof, shall survive such termination.

5. Your Representations and Warranties

(a) You represent and warrant that (i) you possess the legal right and ability to enter into this Agreement and to comply with its terms, (ii) you will use the Noos Service for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, (iii) you will not attempt to decompile, reverse engineer or hack the Noos Service to defeat or overcome any encryption and/or other technical protection methods implemented by Ortelio with respect to data transmitted, processed or stored by Ortelio or other users of the Noos Service, (iv) you will not take any steps to interfere with or in any manner compromise any of Ortelios' security measures, any other individual's or entity's computer on the Network and/or otherwise sharing Services, (v) you will only access the Noos Service from a computer on which such use is authorised by the computer's owner.

If Ortelio has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached, Ortelio may terminate this license, deny any or all use of the Noos Service, and pursue any appropriate legal remedies.

6. Indemnity

You agree to indemnify, hold harmless and defend Ortelio and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees, at all trial and appellate levels, and other dispute resolution expenses) incurred by Ortelio arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, or (b) use or misuse of the Noos Service.

7. Disclaimer of Warranties

(a) THE NOOS SERVICE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY ORTELIO, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE NOOS SERVICE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING PREDICTION, CLASSIFICATION OR OTHER MACHINE LEARNING OUTPUT. ORTELIO FURTHER DOES NOT REPRESENT OR WARRANT THAT THE NOOS SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES ORTELIO WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.

(b) YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE NOOS SERVICE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. General Provisions

Ortelio reserves all rights not expressly granted herein. Ortelio may modify this Agreement at any time by providing such revised Agreement to you or posting the revised Agreement on its website located at www.noos.cloud. Your continued use of the Noos Service shall constitute your acceptance of such revised Agreement. Nothing in this Agreement shall constitute a partnership or joint venture between you and Ortelio. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom without regard to its conflict of law rules. Ortelio may at its sole discretion assign this Agreement to a subsidiary or sister company, without giving prior notice. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO ACCESS AND USE THE NOOS SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO ORTELIO THE RIGHTS SET FORTH HEREIN.