Terms of Use
SCOPE
Dragonfly Business Solutions Limited, a company registered in England with a registered address of: Davidson House, Abbey Square, Reading, RG1 3EU have created, own and operate this website, (referred to hereunder as the “Dragonfly Website”). The Dragonfly Website allows you ("You" or "Your") and other interested parties (each, a "User" and collectively, "Users") to find information, research software and services, obtain support for software and services, share information with Dragonfly and third parties, post comments, blog, provide reviews, and engage in conversations and other activities related to Dragonfly’s products and services. The Dragonfly Website may also include information created and published by Dragonfly (“Dragonfly Materials”) and third parties and third-party content (“User Content”), such as, but without limitation, text, images, photographs, graphics, audio and video, data, code, and software (collectively, the Dragonfly Materials and User Content are referred to as “Content”).ACCEPTANCE OF TERMS
Your access and use of the Dragonfly Website is subject to and governed by these Terms of Use (“TOU” or “Agreement”), including any additional or different disclaimers, legal notices, agreements, or terms and conditions that may apply to. If there is a conflict between the terms in this TOU and any additional legal terms, the additional legal terms shall control. This TOU forms a legally binding agreement between You and Dragonfly. You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You should not attempt to access or use any Dragonfly Website, Dragonfly Materials, or User Content. Dragonfly may modify the TOU to reflect changes in Dragonfly’s business, applicable law, or for other reasons deemed necessary by Dragonfly. If the terms of the TOU change, Dragonfly will provide notice, which may include, but is not limited to notices provided through the Dragonfly Website. Except where prohibited by law, updates to the TOU will apply once the changes have been posted or notice has otherwise been given. Changes to the TOU will, however, not apply retroactively. If You do not agree to changes made to the TOU, You must discontinue your use of the affected Dragonfly Website and Dragonfly Materials, or User Content.USER CONTENT/LICENSE TO DRAGONFLY
Dragonfly does not claim ownership of User Content that you may post, upload, input, or submit to the Dragonfly Website. By posting, transmitting, or uploading any User Content, including, but not limited to, any article, information, data, code, text, software, documentation, graphic, image, marketing material, video, photograph, message, suggestion, feedback, idea, or posting to any forum, wiki, or blog, You grant to Dragonfly a perpetual, irrevocable (subject to mandatory data protection requirements), non-exclusive, worldwide, fully-paid up and royalty-free license to use such User Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. This license includes, without limitation, the right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and provide the User Content to third parties; to make, have made, offer to sell, sell, lease, or otherwise distribute any User Content or product; and to practice any method, embodying such User Content (including the right to sublicense any of the foregoing). You represent and warrant to Dragonfly that You have the right, title, and authority to grant such license to Dragonfly. Dragonfly may elect not to post or publish User Content that You submit. If Dragonfly elects to post or publish Your User Content, Dragonfly may, in its sole discretion, withdraw the posted or published User Content for any reason and without notice, without any liability. You acknowledge and agree that the relationship between You and Dragonfly is not a confidential, fiduciary, or other special relationship. Dragonfly shall have the right, but not the obligation, to use Your name, likeness, biography, and other information about You that You have provided in connection with any use of the User Content You submit. Dragonfly may continue to use this information after any termination of your account or Your access to the Website for the purpose of identifying the source of User Content You previously submitted. Nothing in this TOU shall prohibit or restrict Dragonfly’s right to create or obtain User Content or submissions similar to or competitive with the User Content that You have submitted.PERMISSIBLE USE OF DRAGONFLY WEBSITE AND CONTENT
The Dragonfly Website, Dragonfly Materials, and User Content are for your non-commercial use. Your use must not aim for commercial advantage or monetary compensation. You are prohibited from copying, modifying, distributing, transmitting, displaying, performing, publishing, licensing, creating derivative works from, transferring, renting, leasing, or selling the Dragonfly Website, Dragonfly Materials, or User Content. However, You may download, store, and display Dragonfly Materials or User Content on your computer or other electronic devices, exclusively for viewing, listening, playing, and printing, provided that: (a) the Dragonfly Materials and User Content are only used for informational, non-commercial purposes and are not copied or posted on any computer network or otherwise published, broadcast, or distributed in any manner or media; and (b) the Dragonfly Materials and User Content remain unmodified, including any copyright notices. You may not use the Dragonfly website in any manner that could damage, disable, overburden, or impair its operation, or interfere with any other party's use and enjoyment of the Dragonfly Website. You may not attempt to gain unauthorised access to the Dragonfly Website, other accounts, computer systems, or networks connected, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Dragonfly Website. You are permitted to use the Dragonfly Website only in strict compliance with this TOU and any valid separate software license, partnership and/or maintenance agreement. Under no circumstances may Dragonfly Materials and User Content be gathered for purposes that could be detrimental to Dragonfly, unless such use is otherwise protected by law. You agree not to use the Dragonfly Website to: Publish, upload, post, email, transmit or otherwise make available any User Content that:- You do not have the right to share;
- is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
- infringes the Intellectual Property Rights of any party;
- includes unsolicited or unauthorised advertising, promotional materials, surveys, junk mail, spam, chain letters, or any other form of solicitation, commercial or otherwise, or
- contains malware, including but not limited to viruses, Trojan horse, worms, time bombs, cancelbots, corrupted files, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software, or other property.
- Defame, harass, abuse, stalk, threaten, or otherwise violate the legal rights of others, including privacy, publicity or business integrity rights.
- Impersonate any person or entity, including, but not limited to a Dragonfly employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity.
- Forge email headers or otherwise manipulate identifiers to disguise the origin of any User Content transmitted through the Dragonfly Website.
- Download, reproduce, display, perform, or distribute any file or User Content posted by another user that You know, or reasonably should know, that doing so is illegal.
- Interfere with or disrupt the servers, or networks which support the Dragonfly Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Dragonfly Website, harm the Dragonfly Website in any way, effectuate a denial of service attack or the equivalent, or disobey any requirements, procedures, policies, or regulations of networks connected to the Dragonfly Website, including any messages or notices received from Dragonfly regarding Your use.
- Violate any applicable local, state, national or international law and any regulations.
- Harvest, collect, or store personal information or data of other users.
- Use any automated data gathering or extraction methods designed to scrape or extract data from the Dragonfly Website, including but not limited, for text and data mining purposes or artificial intelligence training.
TERMINATION OF USE
Dragonfly may, in its sole discretion, at any time discontinue providing or limit access to the Dragonfly Website, any areas of the Dragonfly Website, or any Dragonfly Materials or User Content provided on or through the Dragonfly Website. You agree that Dragonfly may, in its sole discretion, at any time, terminate or limit your access to, or use of, the Dragonfly Website or any Dragonfly Material or User Content. In the event You are in material breach of the TOU, Dragonfly may, at its sole discretion, suspend or terminate Your user account, delete Your Content from the Dragonfly Website, and refuse You any current or future use of the Dragonfly Website without notice. Dragonfly may remove any materials posted on the Dragonfly Website at Dragonfly’s sole discretion in compliance with respective software and maintenance agreements. Dragonfly shall not be liable to You or any third party for any such suspension or termination or change to the Dragonfly Website.CONTACT
Dragonfly is not obligated to evaluate or provide any comments to you regarding User Content that you submit. At Dragonfly’s sole discretion, Dragonfly may contact you with critiques, updates, feedback, status, or questions regarding your submission. However, in no event will any such contact or communication from Dragonfly obligate Dragonfly to adopt your submission, provide a timeframe for evaluation, or even provide any additional communication regarding your submission.CONFIDENTIAL INFORMATION
The Dragonfly Website is intended to be a public forum. You agree not to provide Dragonfly or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public. Except for User Content clearly labelled as confidential and uploaded into a Non-Public Forum, any User Content You submit or upload to the Dragonfly Website will be deemed non-confidential and non-proprietary. By submitting such User Content, You expressly waive any trade secret or other confidentiality rights with respect to such User Content. You agree not to copy, reproduce or distribute any Confidential Information accessed through the Dragonfly Website except as expressly authorised at the time of disclosure. Any reproduction of Confidential Information shall remain the property of Dragonfly or the third-party owner and must retain all original confidentiality or proprietary notices or legends. You further agree to (a) take all reasonable steps (as defined below) to maintain all Confidential Information strictly confidential; (b) use Confidential Information only as expressly authorised at the time of disclosure, and (c) not to disclose any Confidential Information to any party without the prior written consent of Dragonfly or the third party that has prepared such information. You do not acquire any rights in Confidential Information except as expressly permitted under this TOU. Under no circumstances may You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute, or create, modify, rent, lease, sell, distribute or develop derivative works based the Dragonfly Website, or compete with Dragonfly in whole or in part. For the purposes of this Agreement, Confidential Information includes all trade secrets, intellectual property rights, proprietary business information, and other information Dragonfly or third parties protect against unauthorised disclosure, provided that such information is (i) either labelled Confidential and accessed through a restricted or non-public area of an Dragonfly Website or through authorised software downloads, or (ii) reasonably identifiable as confidential based on the type of information and the manner of its disclosure. As used herein ‘reasonable steps’ means at least the same degree of care You and/or Your Company take to protect Your own confidential information, but in no event l less than the industry standard level of care. If You are required by applicable law or a final, non-appealable court order to disclose Confidential Information, You must provide Dragonfly with prompt written notice before disclosure, limit disclosure to the minimum amount strictly required and ensure that any disclosed information remains confidential. ALL USER CONTENT POSTED BY YOU TO THE DRAGONFLY WEBSITE, WHETHER IN A PUBLIC OR NON-PUBLIC FORUM, IS POSTED AT YOUR OWN RISK: DRAGONFLY IS NOT RESPONSIBLE FOR ANY UNAUTHORISED USE; MISUSE, ACCESS, OR DISCLOSURE OF SUCH USER CONTENT BY ANY OTHER USERS OF THE DRAGONFLY WEBSITE.INTELLECTUAL PROPERTY RIGHTS
For the purposes of this TOU, “Intellectual Property Rights” means patents of any type, design rights, utility models, or other similar invention rights, copyrights and related rights, trade secret, know-how, or confidentiality rights, trademarks, trade names, service marks, and any other intangible property rights, whether registered or unregistered, including applications, or rights to apply, and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired. All Intellectual Proprietary Rights in and to any Dragonfly Software, the Dragonfly Website, Dragonfly Materials, and User Content belongs exclusively to Dragonfly or the original submitting individual or entity . Nothing in this TOU grants You any rights to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Dragonfly Materials, or any User Content, except as expressly permitted by this TOU or applicable law. If You create any unauthorised modifications or derivative works of the Dragonfly Website, or Dragonfly Materials, such modifications or derivatives works shall automatically be assigned to Dragonfly without further considerations or remuneration of any kind, and Dragonfly hereby accepts such assignment.RESPONSIBILITY FOR CONTENT AND LINKS
DRAGONFLY IS ONLY RESPONSIBLE OR LIABLE FOR THE CONTENT POSTED ON THE DRAGONFLY WEBSITE TO THE EXTENT REQUIRED BY LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF CONTENT SHALL BE AT YOUR OWN RISK. Any Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content. Dragonfly does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any Content provided by third parties on the Dragonfly Website. Dragonfly may remove any Content posted on the Dragonfly Website at Dragonfly’s sole discretion, but, if You believe that material that You hold the copyright on is being infringed please notify us at enquiries@dragonflybusiness.co.uk. The Dragonfly website may contain links to external websites. Dragonfly shall not be responsible for the contents of any linked website, or any changes or updates to such websites. Additionally, Dragonfly shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any software, content, goods or services available on or through any such linked website. Dragonfly does not control and/or review the linked web-pages and the information provided by third parties.USE OF SOFTWARE
Your access to and use of any software or related documentation, including but not limited to developer tools, sample code, and any application program interface (API) information provided on Dragonfly’s Website (collectively "Software"), is governed by the applicable software license agreement and related documents and terms (e.g., attachments, exhibits, order form, disclaimers, etc.) (collectively, the "License Agreement"). You may not download, install, or use, any Software unless and until You first agree to the terms of the applicable License Agreement. Unless expressly permitted by applicable law or the License Agreement, you are strictly prohibited from modifying, decompiling, reverse engineering, disassembling, or attempting to derive the source code of any Software. If Software provided through the Dragonfly Website is not accompanied by a License Agreement, the following conditions apply (i) You may use the Software solely for personal, informational, and non-commercial purposes; (ii) You may not modify or alter the Software in any way, and (iii) You may not copy, distribute, sublicense or otherwise redistribute the Software All Software is the copyrighted work of its Owner and is protected under applicable copyrights laws. Unauthorised copying, distribution, modification, public display, or public performance of copyrighted works constitutes an infringement of the copyright holder’s rights and may result in legal action.INDEMNITY
The following applies if You access a Website from outside the EU: You agree to indemnify and hold Dragonfly, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your User Content or Your usage of the Dragonfly Website, Your breach of this TOU, any additional legal terms, or Dragonfly’s Privacy Policy, Your unauthorised use of any Intellectual Property, or Your alleged violation of any other rights of a third party. The following applies if You access a Website from within the EU: You agree to indemnify and hold Dragonfly, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party against any of the aforesaid entities or persons due to or arising out of Your culpable breach of this TOU, or Dragonfly’s Privacy Policy.EXCLUSION OF WARRANTIES
The Dragonfly Website and Content is being provided to You “AS IS”. To the fullest extent allowable by law, Dragonfly does not guarantee or warrant any features or qualities of the Dragonfly Website or Content or give any undertaking with regard to any other quality. Statements and explanations on the Dragonfly Website and Content in promotional material or on the Dragonfly Website and/or documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published Dragonfly description of or advertisement except to the extent Dragonfly has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of Dragonfly’s management.LIMITATION OF LIABILITY
To the fullest extent permitted by law, Dragonfly disclaims all liability for any User Content or third-party content (“Content”) posted on, linked from, or integrated into the Dragonfly Website. This includes, but it is not limited to, any errors, omissions in such Content, or any losses or damage incurred as a result of using or relying on such Content or any other materials accessed through the Dragonfly Website and made available by a third party, security vulnerabilities or data breaches caused by third-party integrations, including cloud-based services, plug-ins, or external software. Your use of third-party services accessed through the Dragonfly Website is solely at Your own risk, and Dragonfly makes no warranties regarding their availability, security, or functionality. If You access the Dragonfly Website from outside the European Union, the following applies: TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, DRAGONFLY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF DRAGONFLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE DRAGONFLY WEBSITE, OR DRAGONFLY MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY DRAGONFLY MATERIALS OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON THE DRAGONFLY WEBSITE; (iii) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE DRAGONFLY WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE DRAGONFLY WEBSITE OR DRAGONFLY MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY DRAGONFLY AND IN CASE OF DRAGONFLY’S STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS. If You access the Dragonfly Website from within the European Union, the following applies: IRRESPECTIVE OF THE LEGAL BASIS OF ANY CLAIM, DRAGONFLY AND ITS AFFILIATES AND SUBSIDIARIES SHALL ONLY BE LIABLE IN THE FOLLOWING CASES:- MANDATORY LIABILITY UNDER APPLICABLE PRODUCT LIABILITY LAWS;
- GROSS NEGLIGENCE OR WILFUL MISCONDUCT;
- PERSONAL INJURY OR DEATH RESULTING FROM DRAGONFLY’S OR ITS AFFILIATES’ OR SUBSIDIARIES NEGLIGENCE OR WILFUL MISCONDUCT;
- SLIGHTLY NEGLIGENT BREACH OF A SIGNIFICANT CONTRACTUAL OBLIGATION (I.E., AN OBLIGATION ESSENTIAL TO FULFILLING THIS TOU, AND IN WHOSE COMPLIANCE WITH YOU CAN GENERALLY TRUST). IN THIS CASE, DRAGONFLY’S OR ITS AFFILIATES’ OR SUBSIDIARIES’ LIABILITY IS LIMITED TO FORESEEABLE DAMAGES TYPICAL FOR THIS TPE OF AGREEMENT AT THE TIME OF CONTRACT FORMATION.
APPLICABLE LAW
This TOU shall be governed by and construed in accordance with the laws of England and Wales.SURVIVAL
Your confidentiality obligations under this TOU shall survive indefinitely after termination of Your account or cessation of use of the Dragonfly Website, unless otherwise stated in a separate agreement. Upon any termination of Your account, or Dragonfly’s written request (including emails or other electronic communication), You must immediately cease all use of Confidential Information, and/or the Dragonfly Website, and return or permanently delete or destroy all Confidential Information in Your possession or control, including all electronic and physical copies.WAIVER AND SEVERABILITY
The failure of Dragonfly to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be invalid or unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall remain in full force and effect and shall not be affected thereby.ENTIRE AGREEMENT
The TOU represents the entire arrangement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings, or arrangements (both oral and written) relating to its subject matter. No collateral agreements have been made.EXPORT CONTROL
The Dragonfly Website may not be accessed or used by any national or certain countries or groups against which the United States and/or European Union have instituted sanctions (including Iran, Cuba, North Korea, Syria, the Crimea Region / Sevastopol, the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR), and the non-government controlled areas of Ukraine in the oblasts of Kherson and Zaporizhzhia), Specially Designated Nationals, and other proscribed persons who are listed on the any applicable sanctioned party list of the United States and/or the European Union You will not utilise Content provided on the Dragonfly Website for any restricted end-use (e.g. in the design, development, or production of nuclear, chemical, or biological weapons,) nor for any end user who has been prohibited from participating in the US and/or EU export transactions by any agency of the US government or European Union. Your access of the Dragonfly Website, including the presentment of any authorised user ID and password, constitutes Your express representation that (1) the person attempting access thereunder is not a national of any such sanctioned country or group or a Specially Designated National, and (2) is not included on such Denied Parties list, 3) has not been prohibited from participating in US and/or EU export transactions; 4) such use is not restricted, and (5) that, as an Authorised User, You have not disclosed or provided such password and user ID to any such person for use under Your registration. Users shall be fully liable and subject to prosecution to the full extent of the law for any violations of this paragraph.Access
The following applies if You access the Dragonfly Website from outside the United States and European Union: You are doing so at Your own risk, and You remain fully responsible and liable for familiarity and compliance with these Terms of Use as well as with the laws, regulations, directives, codes, and rules of the United States, European Union, and the country within which you reside, including applicable import and export compliance laws and regulations, as well those of the jurisdiction from which You are accessing the Dragonfly Website, and any other applicable jurisdiction which may be involved in the access, transmission, routing, receipt, disclosure, storage, or use of information on the Dragonfly Website. The following applies if You access the Dragonfly Website from within the United States: You agree that Your use of the Dragonfly Website, or any Content will be in compliance with U.S. export control laws and executive orders. The information provided on and through the Dragonfly Website may be deemed in some cases to be controlled technology and subject to the export control restrictions of the United States and other jurisdictions. IT IS YOUR OBLIGATION TO VERIFY AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES AND OF THE COUNTRY FROM WHICH YOU ARE ACCESSING THE DRAGONFLY WEBSITE.
© Dragonfly Business Solutions Limited I Terms of Use I Privacy Policy