Terms of Use

Please Read Carefully Before Using This Website: The following terms of service ("Terms of Use") govern your use of the Andor Data Website (the "Site") and any web-based hosted services downloaded or accessed through the Site (collectively referred to herein as "Service(s)"), all of which are operated by Andor Data Limited ("Andor Data" or "we"). By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Use. If you do not agree to these Terms of Use, you may not use the Site or the Service. If you are entering into these Terms of Use on behalf of an entity, you are binding such entity to these Terms of Use, you represent that you have the actual authority to bind such entity to these Terms of Use, and references to “you" mean such entity.

Andor Data expressly reserves the right to modify the Terms of Use at any time in its sole discretion by including such alteration and/or modification in these Terms of Use, along with a notice of the effective date of such modified Terms of Use. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing contact you provided or in the Service itself). To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. In all other cases, any continued use by you of the Site or the Service after the posting of such modified Terms of Use shall be deemed to indicate your irrevocable agreement to such modified Terms of Use. Accordingly, if at any time you do not agree to be subject to any modified Terms of Use, you may no longer use the Site or Service.

User Account; Passwords

  1. Account and Use License: In order to access and use all of the features of the Service, Andor Data provides an account (“User Account") to you after you have a paid subscription to Service. Upon opening of a User Account, and subject to all of the terms and conditions of these Terms of Use, Andor Data hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Andor Data elect to terminate such right in accordance with these Terms of Use.

  2. Eligibility: As an express condition of being permitted to receive a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under New Zealand and U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.

  3. Passwords: Upon opening a User Account, you will be provided with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Andor Data of any suspected or actual unauthorized use of your User Account. You agree that Andor Data will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

Site Content

  1. Andor Data Content: The information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service, excluding Third Party Content (collectively, “Andor Data Content"), are the copyrighted works of Andor Data, and Andor Data expressly retains all right title and interest in and to the Andor Data Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Use, any use of the Andor Data Content may violate copyright and/or other applicable laws.

  2. Third Party Content: In addition to Andor Data Content, the Site and/or the Service may contain information and materials provided to Andor Data by third parties (collectively, “Third Party Content"). Third Party Content is the copyrighted work of its owner, who expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Use, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. For example, by using the Andor Data products to integrate with YouTube, you are agreeing to be bound by YouTube's Terms of Service https://www.youtube.com/t/terms and the Google Privacy Policy at https://policies.google.com/privacy. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.

  3. Limited Site Content License: Andor Data grants you the limited, revocable, non-transferable, non-exclusive right to use the Andor Data Content and Third Party Content (collectively, “Site Content") by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format.

  4. Trademarks: All trademarks, service marks and logos included on the Site (“Marks") are the property of Andor Data or third parties, and you may not use such Marks without the express, prior written consent of Andor Data or the applicable third party

  5. Monitoring of Site Content and use of Service: Andor Data reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Use or applicable law. Andor Data reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.

  6. Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Andor Data will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Andor Data at support@andordata.com, and Andor Data will respond pursuant to its procedure. Andor Data reserves all rights to seek damages and fees associated with infringement and/or fraud.

Your Use of the Site and Service

  1. Account and Use of Service: You may use your User Account for the Service only in accordance with these Terms of Use and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.

  2. Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees"). Fees may vary depending on usage in accordance with our current pricing policy. If you do not initially receive a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service for a period determined by Andor Data or if not designated by Andor Data otherwise, fourteen (14) days (“Free Trial Period"). NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee, unless you subsequently upgrade to a paid version of the Service. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

  3. Cancellation and Termination by You: You are solely responsible for properly canceling your User Account. You can cancel your User Account at any time by contacting Andor Data via email or phone. If you cancel your User Account before the end of your current paid up term, your cancellation will take effect immediately, and you will not be charged again. Please note that we do not provide refunds for unused time in the last billing cycle.

  4. Termination and Suspension by Andor Data: Andor Data may terminate your User Account and/or these Terms of Use at any time and for any reason, with or without notice to you. We may also suspend our Service to you at any time, with or without cause. If we terminate your User Account without cause, we can refund a prorated portion of any prepayment if requested. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Use.

  5. Effect of Termination: Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Use. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

  6. Prohibited Conduct: You agree not to use the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Andor Data products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of New Zealand and US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Andor Data's system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding", “mailbombing", “crashing", or sending unsolicited email, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of the Site's, the Service's or Andor Data's system or network security may result in civil or criminal liability. In addition, you agree not to, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software"); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Andor Data; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or time-sharing service, unless specifically authorized in writing by Andor Data.

  7. Your Data: You will retain ownership of any data, information or material originated by you that you transmit through the Service ("User Content") – for example, User Content from your accounts with third party services that passes through the Service. You shall be solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired and the transmission of User Content outside of the Service. You represent and warrant that you have all rights necessary to transmit User Content through the Service and to otherwise have User Content used as part of the Service or as otherwise contemplated herein.

  8. Suggestions: You hereby grant to Andor Data a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other Andor Data offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to Andor Data that is related to the Site and/or the Service.

  9. Aggregated and/or Anonymized Data: Notwithstanding anything to the contrary set forth herein or otherwise, Andor Data will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Data and data derived therefrom), and to aggregate and/or anonymize all such data and information. Andor Data will be free at any time to: (i) use such information and data to improve and enhance Andor Data's offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.

  10. Your Indemnification Obligations: You hereby irrevocably agree to indemnify, defend and hold Andor Data, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses (including attorneys' fees) arising out of or related to (i) any third party claim resulting from a breach by you of any of your covenants, representations or warranties contained in these Terms of Use and/or (ii) your use of the Site and/or the Service.

  11. Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.

Linked Websites and Services

The Site and Service contains links to and integrations with third party websites and services, and you agree that Andor Data provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services, and that Andor Data does not endorse such websites or services (or any products or other services associated therewith). Your use of such websites and services will be subject to the terms applicable to each such website and service.

LIMITATION OF LIABILITY

  1. Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SITE, SITE CONTENT AND SERVICE ARE PROVIDED STRICTLY ON AN “AS IS" AND “AS AVAILABLE" BASIS, AND ANDOR DATA MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, ANDOR DATA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND ANDOR DATA MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.

  2. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANDOR DATA SHALL NOT BE LIABLE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ANDOR DATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO ANDOR DATA HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

Privacy Policy

You acknowledge that you have read, understand and agree to Andor Data's Privacy Policy located at https://www.andordata.com/privacy-policy, which is hereby incorporated into and made a part of these Terms of Use by this reference.

Location of the Site and your Use

Andor Data operates or controls the operation of this Site and the Service from offices in New Zealand. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Andor Data may be located, at various locations in and outside of New Zealand. Andor Data makes no representation or warranty that all of the features of this Site or Service will be available to you outside of New Zealand, or that they are permitted to be accessed outside of New Zealand. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.

Notices

Andor Data may give notice applicable to Andor Data's general Service customer base by means of a general notice on the Service portal, and notices specific to you by electronic mail to your email address on record in our system or by written communication sent by mail or pre-paid post to your address on record in our system. If you have a dispute with Andor Data, wish to provide a notice under these Terms of Use, or become subject to insolvency or other similar legal proceedings, you must promptly send an email to Andor Data at support@andordata.com.

Trademark Policy

All product names, logos, and brands are property of their respective owners. All company, product and service names used in Andor Data’s website and services are for identification purposes only. Use of these names, logos, and brands does not imply endorsement and/or affiliation.

All other trademarks cited herein are the property of their respective owners.

General

These Terms of Use constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. You may not assign these Terms of Use without the prior written approval of Andor Data, such approval not to be unreasonably withheld or delayed. These Terms of Use supersede all prior or contemporaneous discussions, proposals and agreements between you and Andor Data relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Use will be effective unless in writing and signed by an authorized representative of both parties. If any provision of these Terms of Use is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms of Use. These Terms of Use are intended to be and are solely for the benefit of Andor Data and you and do not create any right in favor of any third party. These Terms of Use will be governed by and construed in accordance with the laws of New Zealand, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms of Use will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in New Zealand, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.