Odyssey VC End User License Agreement
This End User License Agreement (“EULA”) between You and Odyssey Validation Consultants Limited covers Your use of the Service. It is a legally binding Agreement, please read it carefully. Capitalized terms have the definitions set forth below.
Each reference in this agreement to “Odyssey VC” means Odyssey Validation Consultants Limited.
YOU AGREE TO BE BOUND BY THIS EULA THROUGH (1) EXPRESSING AGREEMENT TO THIS EULA, OR (2) CLICKING A BOX INDICATING ACCEPTANCE, OR (3) USING THE ODYSSEY VC SERVICE. IF YOU ARE ACCEPTING THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS EULA, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS EULA AND MAY NOT USE THE ODYSSEY VC SERVICE, FOR ANY REASON, IN ITS REASONABLE DISCRETION.
By accepting this agreement, you understand:
Our Privacy Policy
Our Terms of Service
This EULA was last updated on July 28, 2023. It is effective between You and Odyssey VC upon Your use of the Service.
1 DEFINITIONS
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2 “Agreement” as used herein, includes these Odyssey VC EULA and any exhibits, schedules, amendments, addendums, or appendices hereto and documents incorporated herein.
1.3 “Confidential Information” has the meaning set forth at Section 6.
1.4 “Data” means electronic data and information submitted by or for You to the Service.
1.5 “Data Protection Law” means all applicable data protection and privacy legislation in force from time to time in Ireland and the European Unions, including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Acts 1988 to 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (SI 336/2011), as may be amended from time to time, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
1.6 “Processed Data” means electronic data and information submitted by or for You (input) to the Service and that has been filtered (transformation) by the Service for the purpose of identifying critical system audit trail event records (output) that require review and storage for an agreed retention period.
1.7 “Sales Contract” means a legally binding document specifying the details of the Service to be provided hereunder and the terms of sales that is entered into between You and Odyssey VC or any of Your Affiliates, including any addenda and supplements thereto. By entering into a Sales Contract hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
1.8 “Service” means Odyssey VC CompliantCloud VIEW software product(s) that Odyssey VC makes available to You under this Agreement.
1.9 “Term” means the period of validity of this Agreement, including any Renewal Term.
1.10 “Usage Rights” means the license to use or right to access the Service as set out in (1) the Sales Contract, (2) the Terms of Service and (3) this EULA.
1.11 “You” means the individual and/or legal entity acquiring Usage Rights in the Service.
2 USE OF SERVICE
2.1 General Rights. Odyssey VC Service shall be made available to You as a service that You may access and use for the duration of this Agreement. Odyssey VC will host and retain physical control over the Service and make the Service available through the Internet for access, use and operation by You through a web-browser. Other than as specifically set forth in this Agreement and unless otherwise agreed to by Odyssey VC in writing, no provision under this Agreement shall obligate Odyssey VC to deliver or otherwise make available any copies of computer programs or code from the Service to You, whether in object code or source code form.
2.2 Service license and permitted usage. The Service is licensed, not sold, to You by Odyssey VC under the Odyssey VC Terms of Service Agreement, and the applicable Sales Contract(s) and Odyssey VC reserves all rights not expressly granted to You. Subject to You abiding by the terms of this EULA, Odyssey VC hereby grant You non-exclusive, non-transferable license for the Term, for the purpose of using the functionality offered by the Service and for which You purchased.
2.3 Your Responsibilities. You will (a) be responsible for Your compliance with this Agreement and (b) be responsible for the accuracy, quality, and legality of Your Data, how You acquired Your Data, and the use of Your Data with the Service. You may not remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within the Service or Service documentation. Any use of the Service in breach of the foregoing by You that in Odyssey VC’s judgment threatens the security, integrity, or availability of Odyssey VC’s service, may result in Odyssey VC’s immediate suspension of the Service, however Odyssey VC will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to any such suspension.
2.4 Usage Restrictions. You will not (a) make Odyssey VC Service available to anyone other than You, or use any Service for the benefit of anyone other than You (b) sell, resell, license, sublicense, distribute, rent or lease Odyssey VC Service, or include the Service in a service bureau or outsourcing offering, (c) use Odyssey VC Service to store or transmit infringing, libelous, obscene, sexually explicit or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Odyssey VC Service to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Odyssey VC Service, (f) attempt to gain unauthorized access to the Service or its related systems or networks, (g) permit direct or indirect access to or use of Service in a way that circumvents a contractual usage limit, and (h) copy, modify, duplicate, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service (or contract with a third party to do so).
2.5 Usage Limits. Your use of the Service is limited by the following storage restriction: Processed Data will be retained in the Service for a standard retention period of ten (10) years from the date of data creation, provided that this Agreement has not expired nor been terminated. Notwithstanding the above, You may purchase extended retention period(s), as specified in applicable Sales Contract(s).
3 FEES
You will pay all fees specified as outlined in the Sales Contract(s). Except as otherwise specified herein or in a Sales Contract, fees are based on the Service purchased and not actual usage.
4 PROPRIETARY RIGHTS
4.1 Reservation of Rights. You shall retain all right, title and interest to all Your Data. Odyssey VC shall retain all right, title and interest in and to (a) the Service, the Service documentation, all modifications and/or enhancements to the Service (regardless of the source of inspiration for any such enhancement or modification and regardless of whether You have provided input regarding such modifications and/or enhancements), and all inventions or discoveries embodied within the Service, (b) proprietary education or training content, and (c) pre-existing materials related to Odyssey VC’s professional services processes and methodologies. Odyssey VC reserves to itself all rights that are not expressly granted pursuant to this Agreement.
4.2 Copyright and IP. The Service is the intellectual property of and are owned by Odyssey VC. The structure, organization and code of the Service are trade secrets and confidential information of Odyssey VC. This Agreement does not grant You any intellectual property rights to the Service. The Service is protected by copyright laws and international treaties.
4.3 Right to the Use of Feedback. You grant to Odyssey VC the right to use, distribute, disclose, make, and incorporate into its Service any suggestion, enhancement request, recommendation, correction, or other feedback provided by You relating to the operation of Odyssey VC’s Service, provided that such feedback does not include Your identity.
5 OPEN SOURCE
Certain items of software included with the Service are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.
6 CONFIDENTIALITY
6.1 Definition of Confidential Information. The term “Confidential Information” means information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, including the features and functions of the Service that are not available to the general public via the public internet (including screen shots of the same), future product plans, any Service documentation or specifications provided to You, audit, performance and security test results, and any other proprietary, financial or business information supplied to You by Odyssey VC. Notwithstanding the foregoing, “Confidential Information” shall not include (i) information which is or becomes publicly known through no act or omission of the receiving party, or (ii) information gained by the receiving party independent of the disclosing party.
6.2 Confidential Information. You agree: (i) that You will use reasonable efforts (which shall be no less than the efforts used to protect Your own confidential information of a similar nature) to prevent the disclosure of Odyssey VC’s Confidential Information to any person or entity, unless authorized by Odyssey VC; and (ii) that You will not use Confidential Information of Odyssey VC for any purpose other than as authorized by this Agreement or by Odyssey VC.
6.3 Compelled Disclosure. Notwithstanding the foregoing, it shall not be a breach of this Agreement to disclose Confidential Information required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent permissible, You shall, in advance of any such disclosure promptly notify Odyssey VC in order to enable Odyssey VC reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement.
7 DATA PROTECTION
Odyssey VC will access, process, and use data in connection with Your use of the Service in accordance with applicable privacy and data protection laws. Odyssey VC’s Terms of Service is incorporated by reference and solely applies to Your personal data as defined in the Terms of Service processed by Odyssey VC on behalf of You when using the Service.
8 DISCLAIMER OF WARRANTY
THE SERVICE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ODYSSEY VC DISCLAIMS AND EXCLUDES ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE, COLLATERALLY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICE BY YOU, AND FOR CONCLUSIONS DRAWN FROM SUCH USE, AND ODYSSEY VC SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO ODYSSEY VC BY YOU IN CONNECTION WITH THE SERVICE, OR ANY ACTIONS TAKEN BY ODYSSEY VC AT YOUR DIRECTION. ODYSSEY VC DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL PERFORM ERROR-FREE OR UNINTERRUPTED.
9 INDEMNIFICATION
9.1 Your Indemnity. You shall defend, indemnify and hold harmless Odyssey VC against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Service, provided that (a) You are given prompt notice of any such claim; (b) Odyssey VC provides reasonable co-operation to You in the defense and settlement of such claim, at Your expense; and (c) Your are given sole authority to defend or settle the claim.
9.2 Infringement Indemnity. Odyssey VC shall, at its expense, defend or, at its option, settle any claim, action or allegation brought against You alleging that the Service infringes any valid copyright, patent, trade secret or any other intellectual proprietary right of any third party and shall pay any final judgments awarded or settlements entered into; provided that You give prompt written notice to Odyssey VC of any such claim, action or allegation of infringement and gives Odyssey VC the authority to proceed as contemplated in Clause 9.3. In the event any infringement claim, action or allegation is brought or threatened, Odyssey VC may, at its sole option and expense: (a) procure Your right to continue use of the Service or infringing part thereof; (b) modify, amend or replace the Service or infringing part thereof with other service having substantially the same or better capabilities; or, if neither of the foregoing is in Odyssey VC’s opinion commercially practicable, (c) terminate this Agreement. The foregoing obligations will not apply to the extent the alleged infringement arises as a result of (i) any use of the Service in a manner prohibited by this Agreement or contrary to the instructions given to You by Odyssey VC; (ii) Your use of the Service after notice of the alleged or actual infringement from Odyssey VC or any appropriate authority; or (iii) any modification of the Service by anyone other than Odyssey VC or any use by You of the Service in combination with other products, equipment, devices, software, systems or data not supplied by Odyssey VC provided that this exclusion shall not be applicable to combinations with hardware, software or other technology required to access and use the Service (e.g., a web browser, an internet connection, a personal computer). This Section states the entire liability of Odyssey VC with respect to infringement of any patent, copyright, trade secret or other intellectual property right.
9.3 Indemnity Process. Odyssey VC will have the exclusive right to defend any indemnified claim (including the right to select and control the work of counsel) and make settlements thereof at its own discretion. You may not make any admission or otherwise attempt to settle or compromise any indemnified claim, action or allegation, except with prior written consent of Odyssey VC. Odyssey VC may not, without Your prior written approval, enter into any settlement of an indemnified claim that imposes a direct financial liability on You or includes an admission of fault by You. You shall give such non-monetary assistance and information as Odyssey VC may reasonably require to settle or defend indemnified claims.
10 LIMITATION OF LIABILITY
IN NO EVENT WILL ODYSSEY VC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR ANY LOSS OF REVENUE, PROFITS, DATA OR DATA USE ARISING FROM OR RELATING TO THE SERVICE. ODYSSEY VC’S MAXIMUM LIABILITY IN CONNECTION WITH THIS AGREEMENT, ON THE BASIS OF ANY THEORY OF LIABILITY OR CAUSE OF ACTION, SHALL BE LIMITED TO THE TOTAL FEES PAID FOR SUBSCRIPTION SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY (A) TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND (B) TO THE INDEMNITY OBLIGATIONS SET FORTH IN SECTIONS 9.1 AND 13.9.
11 TERM AND TERMINATION
11.1 Term of Agreement and Renewal. This Agreement is effective on the date you first use the Service and may be terminated at any time by You by providing Odyssey VC with at least ninety (90) days written notice of its intent to terminate, amend or not renew the Agreement.
11.2 Right to Terminate. Odyssey VC may terminate the Agreement in the event that You have materially breached the Agreement (including failure to pay any amount due under this Agreement) and such breach has not been cured (or, if the breach is not capable of being cured, discontinued with appropriate changes to ensure that it is not repeated) within thirty (30) days of written notice of breach from Odyssey VC. Odyssey VC may terminate this Agreement immediately if You suspend, or threaten to suspend, payment of Your debts or You are unable to pay Your debts as they fall due or You are deemed unable to pay Your debts within the meaning of Section 570 of the Companies Act 2014.
11.3 Modifications to the EULA. Odyssey VC may modify this EULA from time to time to reflect changes in market conditions affecting Odyssey VC business, changes to Odyssey VC business, changes in payment methods, changes in technology, changes in relevant laws and regulatory requirements. If Odyssey do so You will be notified by email, however Odyssey VC are not obliged to, and such modification shall be effective upon Odyssey VC publishing an updated version of this EULA.
12 GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of Ireland. You irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement is written and executed in, and all other communications under or in connection with this Agreement will be in, English. Any translation into any other language is not to be an official version of this Agreement.
13 GENERAL PROVISIONS
13.1 Waiver. The failure of Odyssey VC to enforce at any time any of the provisions of this Agreement, or the failure of Odyssey VC to require at any time performance by You of any of the provisions of this Agreement, will not be construed to be a waiver of such provisions, or in any way affect the right of Odyssey VC to enforce such provision thereafter.
13.2 Severability. If any provision, or portion thereof, of this Agreement is or becomes invalid under any applicable statute or rule of law, it is to be deemed stricken and the rest of the Agreement shall remain in full force and effect.
13.3 Assignment. You may not transfer or assign this Agreement, without Odyssey VC’s prior written consent; provided, however, You may assign this Agreement in its entirety (including all Sales Contracts), without Odyssey VC’s consent to Your Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Your assets. Notwithstanding the foregoing, if You are acquired by, sell substantially all of Your assets to, or undergo a change of control in favor of, a direct competitor of Odyssey VC, then Odyssey VC may terminate this Agreement upon written notice within 30 days of being notified of such acquisition, sale or change of control.
13.4 Export Control Laws. You shall comply with the export control laws of the European Union and of the United States which are applicable to the Service, and which may prohibit use of the Service in certain sanctioned or embargoed countries.
13.5 Entire Agreement and Order of Precedence. This EULA, the Terms of Service Agreement and the Sales Contract(s) encompass the entire agreement between You and Odyssey VC with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. You agree that any term or condition stated in Your purchase order or in any other order documentation (excluding Sales Contract(s)) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Sales Contract, (2) the Terms of Service Agreement and (3) the EULA.
13.6 No Legal Advice. Odyssey VC shall not provide You with any legal advice regarding compliance with laws, rules, or regulations in the jurisdictions in which You use the Service, including those related to data privacy, or medical, pharmaceutical or health related data. You acknowledge that the Service may be used in ways that do and do not comply with such laws, rules or regulations and it is Your sole responsibility to monitor its compliance with all such relevant laws, rules or regulations. You are responsible for such user-specific use decisions and Odyssey VC disclaims all liability for such decisions.
13.7 Representations. You represent that You have validly entered into this Agreement and have the legal power to do so.
13.8 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered properly given or made if sent by email (except for notices of termination or an indemnifiable claim , which shall clearly be identifiable as such and shall not be delivered by email), the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You.
13.9 Use of Third-Party Licensed Data. To the extent You store data in the Service that has been purchased or licensed from third parties, You are responsible for ensuring its use, processing, reporting against, combination, commingling and manipulation of such data is in compliance with its agreements with the data provider. To the extent permitted by law, You will, indemnify and hold Odyssey VC harmless against any claims by such third-party data providers arising from Your use of such third-party data in the Service.
13.10 Force Majeure. Odyssey VC will be excused from performing under this Agreement to the extent that it is unable to perform due to extraordinary causes beyond our reasonable control. That might include things like acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failure, and power failures.
14 CONTACT INFORMATION
Questions about this agreement can be registered via the VIEW Support Portal or sent by email to ticket@compliantcloud.com.