Asora Website Terms of Use

Your attention is drawn in particular to THE Disclaimers at clause 9 AND THE LIABILITY PROVISIONS AT CLAUSE 10.

Last Modified: 4 October 2022

1. General
   1. These Terms of Use govern your access and use of the website www.asora.com (the “Website”). The Website is operated by Asora Technologies Limited t/a Asora, a company incorporated under the laws of Ireland under company number 706300 with registered office 20 Hatch Street Lower, Dublin, D02 XH02 Ireland (“Asora“, “we“, “our” or “us“)
   2. The purpose of these terms is to let you know what we expect from users of the Website, and what activities are not permitted on or in connection with the Website. If there’s anything you don’t understand in these terms and/or any other terms or information published or made available through the Website, please contact us using the contact information below
   3. By accessing and using the Website, you agree to these Terms of Use and are entering into a binding legal agreement with us. If you do not accept and agree to these Terms of Use you must not access or use the Website. If you purchase any services from us through the Website, you must also agree to our Terms of Service.
   4. Asora reserves the right to modify these Terms of Use at any time without giving you prior notice. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of the Terms of Use will be posted on the Website and you should regularly check for the most recent version, as the most recent version is the one that applies. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Website or via email. If you continue to use the Website after the changes become effective you will be deemed to have accepted those changes. If you don’t agree to these changes, you must end your relationship with us by ceasing to use the Website.  Any amendment, variation or modification to these Terms of Use you purport shall not be binding on us.  The last date these Terms of Use were revised is set forth above.
   5. It is also important that you understand fully what personal data we collect from you and receive when you use this Website. For details of the type of personal data we collect via our Website, our use of such data and to whom we may disclose this data, please review our Privacy Notice and Cookie Policy.
2. Permitted Use of The Website
   1. As a user of the Website you will be able to access the Website, review content and avail of certain services through the Website (the “Service“). Subject to these Terms of Use, Asora grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Service in accordance with these Terms of Use. We reserve the right to change, upgrade or discontinue the Service or any feature of the Service at any time, with or without notice or liability to you.
   2. We reserve the right to withdraw or amend access to, and/or the services we provide on, the Website without notice or liability to you. We will not be liable if for any reason the Website (or any part of it) is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website. By accessing and using the Website, you confirm that your use of the Website does not breach any applicable law or regulation.
   3. You acknowledge that we have no obligation to monitor your access to or use of the Website for breaches of these Terms of Use, or to review or edit any content. However, we reserve the right to do so for the purpose of operating and improving the Website (including without limitation for fraud identification and prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms of Use and to comply with applicable law or any order or requirement of a court, consent decree, administrative agency or other governmental body.
3. Use of The Website
   1. By accessing and using the Website you undertake and agree to do so in a legal and ethical manner. You acknowledge and agree that you shall not use the Website to transmit material, or otherwise engage in any activity, that is defamatory, tortious, harmful, obscene, infringing, offensive, bullying, harassing, scandalous, hateful, inflammatory, threatening, unlawful, profane, pornographic, invasive of privacy or otherwise objectionable in relation to your use of the Website including without limitation, anything that facilitates illegal activity, depicts sexually explicit images, promotes violence, is discriminatory, is illegal or which could or does cause damage or injury to any person or property, could give rise to any civil or criminal liability under applicable law, including, without limitation, any material that you are not entitled to post or transmit, or where such posting or transmission is in breach of any duty of confidentiality and/or third party intellectual property rights.
   2. Except as expressly set out in these Terms of Use or as permitted by applicable law, you hereby agree and undertake not to:
      1. use the Website in breach of these Terms of Use;
      2. copy any of the Website except where such copying is incidental to normal use of the Website, or where it is necessary for the purpose of back-up or operational security;
      3. make alterations to, or modifications of, the whole or any part of the Website, or permit the Website or any part of it to be combined with, or become incorporated in, any other programs;
      4. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Website or attempt to do any such thing except to the extent that such actions cannot be prohibited by applicable law;
      5. provide or otherwise make available the Website in whole or in part (including object and source code), in any form to any person without our prior written consent;
      6. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
      7. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges or use or launch any automated system, including without limitation, “robots”, “spiders”, or “offline readers”, that accesses the Website in a manner that sends more request messages to the Asora servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
      8. sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, any content or Service in any way;
      9. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify any of the Website or content therein;
      10. use the Website for any purpose or in any manner that is unlawful or prohibited by these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Website (or into the websites linked to the Website) or any operating system;
      11. infringe our intellectual property rights or those of any third party in relation to your access and/or use of the Website;
      12. send or otherwise post unauthorised commercial advertisements or other communications to users of the Website or any person (e.g. unsolicited commercial communications or spam);
      13. manipulate any identifiers to disguise the origin of a message;
      14. disclose any other user’s personal information without their prior express agreement, this means that if you happen to know another user’s identity you must not disclose this to any other user or to any other third party;
      15. facilitate or encourage any breach of these Terms of Use (or any part thereof);
      16. use the Website in any manner that damages, disables, overburdens, or impairs the Website our systems or security or interferes with any other party’s computer systems or hack or gain access to or impact the use and enjoyment of the Website of another user;
      17. mirror or frame the Website or any part of it on any other web site or web page.
      18. attempt to gain unauthorised access to the Website; and
      19. access the Website by any means other than through the interface that is provided by Asora for use in accessing the Website.
   3. Where permitted by law, we reserve the right to disclose to our legal representatives, any Court and any regulatory and/or law enforcement authority the identity of any user who breaches these Terms of Use (or any part thereof).
4. Intellectual Property
   1. The Website is based upon proprietary Asora technology. The Website is protected by applicable intellectual property and other laws, including trade mark and copyright laws.   Except for Your Content (as defined below), Asora and our licensors retain all right, title and interest in and to the information (in any form including without limitation text, graphical, video and audio), images, icons, applications, designs, software, scripts, programs, copyright, trade marks, trade names, logos, and other materials and services available on or through the Website, including its look and feel (collectively, “Asora Content“).  Except as specifically permitted on the Website as to certain Asora Content, the Asora Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Asora Content or the Website, in whole or in part, by any means. Asora, the Asora logos, and other marks used by Asora from time to time are the property of Asora.   The Customer does not receive any right or license to use the marks or branding of Asora. Asora may use and incorporate into the Website or the Asora Service any suggestions or other feedback you provide, without payment or condition.
   2. If you want to re-publish, extract, reproduce, disseminate or otherwise use any of the Asora Content, you must contact us in advance and obtain our prior written permission except if otherwise expressly provided in these Terms of Use. This is without prejudice to any rights you may have under applicable mandatory laws.
5. Your Content
   1. Except in respect of contributors with whom Asora has contracted for the provision of authored works for publication on the Website, we do not claim any proprietary rights in the text, files, images, photos, works of authorship, or any other materials which you upload, post, email or otherwise transmit to or via the Website (collectively, “Your Content“). You continue to retain all ownership and/or license rights in Your Content. You are entirely responsible for Your Content. By transmitting Your Content on or through the Website, you represent and warrant that you are authorised to do so and that the publication of Your Content on the Website, and Asora’s use of Your Content in accordance with the licence at clause 2 below, does not breach or infringe any law or third party rights including but not limited to that posting such materials does not violate or constitute the infringement of any patent, copyright, trade mark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognised by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in Your Content is true and your own work or work you are authorised to submit, and that Your Content does not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that Your Content that you supply does not breach these Terms of Use
   2. By transmitting Your Content on or via the Website, you grant Asora a non­exclusive, royalty-free, fully paid-up, worldwide, irrevocable, transferable and sub-licensable license to use, modify, publicly perform, publicly display, reproduce, distribute and translate Your Content as we may, in our discretion, choose to do. You hereby irrevocably and unconditionally waive any (and warrant you have procured the waiver of any third party) moral rights (and any rights of the same or similar effect anywhere in the world existing now or in the future created) relating to Your Content in favour of Asora and its assignees, licensees and designees.
   3. To the extent any of Your Content contains personal data we will use it in accordance with our Privacy Notice.
6. Communication at your own risk
   1. We may communicate with you regarding the Service by electronic communications using information you provided during the registration process. You agree that we may communicate with you by means of electronic communications regarding these Terms of Use and any other matter relating to your use of the Website. E-mail and other methods of transmitting information over the internet are subject to interference or scrutiny by third parties and should be independently verified. We cannot ensure security and privacy of such communications and all risk in transmitting such communications lies with you.
7. Links to Third-Party Websites
   1. Links on the Website to third party websites or information are provided solely as a convenience to you. If you use these links, you will leave the Website. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Asora of the third party, the third-party website, or the information there. Asora is not responsible for the availability of any such websites. Asora is not responsible or liable for any such websites or the content thereon. If you use the links to the websites of Asora affiliates or service providers, you will leave the Website and will be subject to the terms applicable to those websites.
8. Downloading Files
   1. Asora cannot and does not guarantee or warrant that files available for downloading through the Website will be free of infection by software viruses or other harmful computer code, files or programs.
9. Disclaimers; Limitations of Liability
   1. ASORA AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE WEBSITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. ASORA AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE WEBSITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASORA IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
   2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASORA AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS EXPRESSLY EXCLUDE ALL LIABILITY LOSS OR DAMAGE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF ASORA OR ANY OF ASORA’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
   3. IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE SERVICE AT ANY TIME, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICE. YOU AGREE THAT ASORA WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION AND/OR TERMINATION OF THE SERVICE (OR ANY PART THEREOF). WITHOUT PREJUDICE TO THE PRECEDING RESTRICTION, AND TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL ASORA OR ANY OF ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY TO YOU OR TO ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY ASORA OR ANY PERSON FOR WHOM ASORA IS RESPONSIBLE, EXCEED €100.00.
10. Indemnification
    1. YOU AGREE TO, AND DO HEREBY, INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF ASORA AND ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO OR CONNECTED WITH YOUR USE OF THE WEBSITE, SOMEONE POSING AS YOU, OR YOUR BREACH OF THESE TERMS OF USE. YOU HEREBY UNDERTAKE AND AGREE TO PROMPTLY ASSIST AND COOPERATE AS FULLY AS REASONABLY REQUIRED BY ANY OF THE INDEMNIFIED PARTIES IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND. YOU FURTHER AGREE TO, AND HEREBY DO, INDEMNIFY THE INDEMNIFIED PARTIES FROM ALL SUITS, DAMAGES, COSTS AND LIABILITIES WHATSOEVER ARISING FROM ANY OF YOUR CONTENT AND FROM ANY TRANSACTIONS IN WHICH YOU ENGAGE THAT ARE NOT WITH ASORA.
11. Additional Terms of Service
    1. If you are a customer of Asora or an employee, representative or agent of an Asora customer, your use of the Asora Service is subject to our Customer Terms of Service.
12. Force Majeure
    1. Asora shall not be responsible for delays and failures in performance where performance is commercially impractical due to circumstances beyond its reasonable control including but not limited to, strikes, labour difficulties, riot, fire, death or curtailment of its usual source of supply, or governmental decrees and orders.
13. General Provisions
    1. These Terms of Use operate to the fullest extent permissible by applicable law. If any provision (or part thereof) of the Terms of Use is unlawful, void or unenforceable, that provision (or part thereof) is deemed severable from the Terms of Use and does not affect the validity and enforceability of any remaining provisions (or part thereof).
    2. Nothing in the Terms of Use shall be construed to create a partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
    3. You may not assign or otherwise transfer any of your rights or obligations under these Terms of Use without the prior written consent of Asora, and any attempted assignment or transfer without such consent will be void. Asora may assign, sub-contract or novate any of its rights and/or obligations under these Terms of Use and you agree to promptly execute any and all documents necessary or desirable for that
    4. If Asora fails to insist that you perform any of your obligations under the Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    5. These Terms of Use, along with our Privacy Notice and where applicable, our Customer Terms of Service, constitute the entire agreement between you and Asora with respect to your access and use of the Website.
14. Governing Law

These Terms of Use shall be governed by Irish law. Any dispute shall be subject to the exclusive jurisdiction of the Irish courts. Nothing in this clause limits or excludes any mandatory consumer protections applicable in the country of your residence