Vor: End User License Agreement (EULA)

Vor License Agreement

Updated: 3 May 2023

This License Agreement (“Agreement”) sets out i) the rules for accessing and using the Vor website, provided by Borealis Solutions LLC (“Borealis”), including any associated web portals, applications or any successor website, portal or application (“Website”) and (ii) the download, access, use, execution, viewing, and copying of any application, software, data, graphics or other Application (“Application”) from the Website by you using the Website.

References in this Agreement to "you" or “your” are to any user of the Website (whether an individual, corporation, or other entity); and references in this Agreement to "us", “we”, and “our” are to Borealis Solutions LLC.

Acceptance

BY ACCESSING OR USING THE VOR WEBSITE YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE VOR WEBSITE.

BY DOWNLOADING, INSTALLING AND/OR USING THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE APPLICATION.

Website Access and Application Use

The Website and any Application contained therein or available therefrom is for access and use by authorized customers only.  Any other access or use is strictly prohibited. The Website and Application are protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Borealis, or its subsidiaries, affiliates, and suppliers (collectively "Borealis") own intellectual property rights in the Website and Application and they reserve all rights in it. Your permission to access and use the Website and Application is subject to these rights and to all the terms and conditions of this Agreement.

If at any time after reviewing or using the Application you wish to terminate such use or this Agreement, you must un-install and remove the Application from your devices. You understand that from time to time the Application may differ based on which of your devices you use it on. You also understand that this Agreement will continue to apply to your use of the Application even if the Application or the terms of this Agreement are updated or otherwise amended.

License Grant

This Agreement entitles you to access and use the Website and Application for authorized purposes only. This Agreement does not permit access to the Website, or copying or redistribution of any Application from Borealis except as expressly authorized by Borealis.

Subject to your compliance with the terms of this Agreement, Borealis hereby grants to you a limited, revocable, nonexclusive, non-assignable and non-transferable license to download, install and use the Application solely to access the specific eligible services obtained (including the Vor free version, personal version or production version) on a particular device running Android or iOS. Source code for parts of the Application’s software may be available for use, modification and distribution under open source licenses, which you may view in the Application’s menu.

Certain software or technical information is licensed from third parties and may be covered by one or more U.S. Patents, pending U.S. patent applications, and pending counterpart European and international patents. All rights not expressly granted in this Agreement are reserved by Borealis. You acknowledge that this license is not a sale of intellectual property and that Borealis or its third- party licensors, providers or suppliers continue to own all right, title and interest, including, but not limited to, all copyright, patent, trademark, trade secret, and moral rights to the Application, Website, and related documentation.

Use Restrictions

You may not use the Vor Website or Application provided by Borealis in any way that causes, or may cause, damage to the Website or Application, or that impairs their availability.

You may not use the Website or Application (i) in any way that is unlawful, illegal, fraudulent or harmful; or (ii) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You may not decompile, "reverse-engineer", disassemble, circumvent, disable or interfere with security-related features or otherwise attempt to derive the source code for the Website or Application.

You may not modify the Website or Application or create any derivative work of the Website or Application.

You may not remove, efface, or obscure any copyright, trademark or other proprietary notices or other copyright management information on the Website or Application.

You may not make any use of Borealis or Vor trademarks, service marks, logos or trade names.

You may not reproduce, sublicense, transfer, export, or assign the Application.

You acknowledge that we may monitor the Website and Application on an aggregated basis to improve our products or and services and for other business services.

You may not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity of the Website or the Application.

You may not create a hyper link to the Website or Application outside of the Vor website or services provided by Borealis.

Disclaimer of Warranties and Limitation of Liability

The Website and Application are provided to you “as is”.  We make no warranty that the Website or Application will meet your requirements or operate under your specific conditions of use. We make no warranty that operation of the Website or Application will be secure, error free, or free from interruption.

BOREALIS DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE WEBSITE AND APPLICATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BOREALIS ALSO DISCLAIMS ALL WARRANTIES WITH REGARD TO WHETHER THE WEBSITE OR APPLICATION WILL MEET YOUR REQUIREMENTS, WORK IN COMBINATION WITH ANY HARDWARE OR OTHER SOFTWARE OR OPERATE ON AN UNINTERRUPTED OR ERROR FREE BASIS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY OR MAY BE LIMITED.

YOU MUST DETERMINE WHETHER THE WEBSITE AND APPLICATION SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE WEBSITE AND APPLICATION TO MEET YOUR REQUIREMENTS. BOREALIS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL BOREALIS, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE WEBSITE OR APPLICATION, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF BOREALIS OR ANY OTHER PARTY, EVEN IF BOREALIS IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS BOREALIS’ ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

Limitation of Remedies and Damages

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Website or Application. Selection of whether to correct or replace shall be solely at the discretion of Borealis. Borealis reserves the right to substitute a functionally equivalent copy of the Website or Application as a replacement.

Termination

This Agreement will become effective with respect to the Website on the date you first access the Website, and with respect to the Application on the date you first download, install and/or use the Application, and it will remain in effect until terminated. Without prejudice to any other rights that Borealis may have, Borealis reserves the right and sole discretion to change, limit, terminate, modify at any time, temporarily or permanently cease to provide any function of the Website or Application to any user or group of users, without prior notice and for any reason or no reason. All obligations of the parties under this Agreement, which by their nature would continue beyond the expiration or termination of this Agreement, including without limitation, those relating to Limitation of Liability, shall survive any expiration or termination of this Agreement. Upon such expiration or termination, you agree to immediately remove the Application from your device and/or cease accessing the Website. Borealis reserves the right to terminate and/or limit your access to Website and/or Application for any reason, including but not limited to failure to pay required fees and breach of the terms of this Agreement.

Governing Law, Jurisdiction Indemnity and Costs

This Agreement is governed by the laws of the State of New York without regard to its conflict of law principles. The United Nations Convention on Contracts for the Sale of International Goods does not apply to this Agreement. You agree to indemnify and hold harmless Borealis, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), arising from your breach of this Agreement.

ENTIRE AGREEMENT

If any provision of this Agreement is held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.

This Agreement constitutes the entire agreement between you and Borealis regarding its subject matter, and it supersedes any prior agreements, whether written or oral, relating to the subject matter of this Agreement. Borealis reserves the right to update, revise, supplement, and/or otherwise modify this Agreement (any or all being an “Update”) from time to time. Your installation, and or use of the Application or continued access of the Website following any Update constitutes your acceptance of such Update.