Terms and Conditions                                                        

Effective Date/Last updated: 15.09.2023

Welcome to OryctaGI Platform. These terms and conditions ("Terms") outline the rules and regulations for using our online engineering platform ("Platform" or “OryctaGI Platform”) including online tools and services. By accessing or using the Platform, you agree to comply with and be bound by these Terms. If you disagree with any part of these “Terms” or if you are prohibited by applicable law, please do not use the Platform and our services.

The following Terms and Conditions form the agreement between Orycta P.C. (referred herein as “Orycta”, “we” or “us”) and the user (referred herein as “User”, “Customer” or “you”). Orycta and Users may be referred herein collectively as “Parties”.

1. Acceptance

1.1. We own, or otherwise hold rights to, the software-as-a-service offering known as OryctaGI ("Platform" or “OryctaGI Platform” or “Services“) and provide access to the Tools and Services to our customers.

1.2. You desire to access the Services from us, and we desire to provide you access to the Services via a license, subject to the terms and conditions of these Terms.

1.3. These Terms set forth the terms upon which we agree to grant a license to you to use the Services. These Terms are binding upon any use of the Services and shall apply to you commencing as soon as you are using our online tools or create an account to access and use the Services (the “Effective Date”).

1.4. By accessing and/or using the Services, you:

1.4.1. represent and warrant to us that you have fully reviewed these Terms, including our Privacy Policy, and that you understand and accept them.

1.4.2. represent and warrant to us that you possess the legal capacity to enter into the Terms with us, and that the Terms represent a legally binding agreement between you and us.

1.4.3. agree to use the Services only in accordance with these Terms.

1.5. By using the Services, you acknowledge and agree that you have fully read and understood these Terms, that you accept these Terms, and if you are using the Services for someone else or on behalf of a company, partnership, corporation, or other entity, you have the authority to act on its or their behalf. In such a case, you agree that in using the Services, you are deemed to have agreed to these Terms on behalf of any such entity or person.

2. Content, Access and Use

2.1. You must create an account to access certain features of the Platform.

2.2. You are responsible for maintaining the confidentiality of your account information and agree to accept responsibility for all activities that occur under your account.

2.3. You may use the Platform solely for lawful purposes and in accordance with these Terms.

2.4. You are solely responsible for any content you post, upload, or share on the Platform, and you represent that you have all necessary rights to do so.

2.5. You agree not to engage in any behavior that could disrupt or interfere with the operation of the Platform or the experience of other users.

2.6. You are responsible and liable for all uses of the Orycta Geodata Platform resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make sure that all Authorized Users are aware and comply with the Terms, as applicable to such Authorized Users' use of the Platform.

2.7. Provision of Access. Subject to and conditioned upon your payment of Fees and compliance with the terms and conditions herein, Orycta grants you a non-exclusive, non-transferable (except in compliance with these Terms and Conditions) and revocable right to access and use the Platform and Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is expressly limited to your internal use. Company shall provide to you the necessary passwords and credentials, network links, and connections to allow you to access the Services.

2.8. Software and Saas Documentation License. Subject to the terms and conditions contained herein, Company hereby grants to you a non-exclusive, non-sublicensable, non-transferable (except in compliance with these Terms and Conditions) and revocable license during the Term to: (i) use Software, in object code format, solely for your internal use in connection with your use of the Services and (ii) use and make a reasonable number of copies of the Saas Documentation solely for your internal business purposes in connection with your use of the Services during the Term. You agree that your use of Platform, Software and Saas Documentation shall, at all times, be in compliance with any applicable end user license agreement or additional terms and conditions provided to you. In the event of any inconsistency between such additional terms and conditions and this Agreement, such additional terms and conditions will apply only with respect to the applicable Software and/or Saas Documentation that such terms and conditions reference and not the Services provided under this Agreement.

2.9. Use Restrictions. You shall not use Orycta’s IP for any purposes beyond the scope granted in these Terms. You shall not, at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Orycta’s IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make Orycta’s IP available; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of Orycta’s IP, in whole or in part; (iv) remove any proprietary notices from the Orycta’s IP; or (v) use the Orycta’s IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person, or that violates any applicable law.

3. Intellectual Property

3.1. All content available on the OryctaGI Platform, including text, graphics, images, videos, and software, is the property of Orycta P.C. or its licensors and is protected by intellectual property laws. Orycta owns all rights, titles and interest including all intellectual property rights, in and to the Platform. With respect to Third-Party Products, third-party providers own all rights, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

3.2. Users may not use, reproduce, distribute, modify, or create derivative works based on the content without obtaining explicit permission from Orycta P.C.

3.3. User/Customer Data. Orycta (Company) acknowledges that, as between Users and Company, users own all right, title, and interest, including all intellectual property rights, in and to the User/Customer Data. Users hereby grant to Company a non-exclusive, royalty-free and worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for us to provide the Services to them, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, or otherwise use and display User Data incorporated within the Aggregated Statistics.

3.4. Feedback. If Users or any of Users’ employees, contractors, or Authorized Users transmits any materials or communications to use by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation new features or functionality relating there to, or any comments, questions, suggestions, or the like (collectively, the “Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Users hereby assign to us, and on behalf of User’s employees, contractors and/or agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

4. User Data Security and Privacy

4.1. We are committed to safeguarding your personal and sensitive project information.

4.2. Your data will be collected and processed in accordance with our Privacy Policy, which outlines how we collect, use, and protect your information and sensitive project specific information.

5. Aggregated Statistics

5.1. Notwithstanding anything to the contrary in these Terms, we may monitor your use of the Services and collect, compile, and distribute reports containing Aggregated Statistics to other users of the Services. As between us and you, all right, title, and interest in the Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by us. You acknowledge that we may compile Aggregated Statistics based upon Customer Data input into the Services. You agree that we may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

6. Confidential Information

6.1 From time to time during the Term, either Party (Company or Users) may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked designated, or otherwise identified as “confidential“ (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of these Terms and your Service Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to the Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party (or, if less, for the survival period set forth in your Service Agreement); provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms and User’s Service Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Third-Party Products

7.1. Company may, from time to time, make Third-Party Products or Code available to you. For purposes of these Terms, such Third-Party Products or Code are subject to their own terms and conditions. If you do not agree to abide by the applicable terms for any such Third-Party Products or Code, then you shall not install or use them.

8. Support

8.1. These Terms do not entitle the User to any support levels for the Services, and we do not guarantee any minimum support levels through User’s use of the Services. Any support for the Services, including without limitation any service levels, support hours, services provided by us to support the Services, and rights and obligations for any of the foregoing shall be either provided to Users at our discretion and without any obligation on our part or shall otherwise be governed by any applicable service agreement or other agreement entered into between User and Orycta P.C. (if applicable, your “Service Agreement“).

9. Fees and Payments

9.1. If you purchase any services on the Platform, you agree to pay the specified fees as specified in your Service Agreement without offset or deduction. You agree to make all payments in the specified currency on or before the due date set forth in the Service Agreement.

9.2. Fees are non-refundable unless otherwise stated in our refund policy.

9.3 Failing to make any payment when due, without limiting our other rights and remedies: (i) we may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse us for all costs incurred in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, we may suspend your (and your Authorized Users') access to any portion or all of the Services until such amounts are paid in full. In the event of any conflict between the terms of this section and the terms of your Service Agreement, the terms of your Service Agreement shall govern.

10. Taxes

10.1. All Fees and other amounts payable by you under these Terms are exclusive of taxes and similar assessments. Users are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by them hereunder, other than any taxes imposed on our income.

11. Disclaimer of Warranties / Limited Liability

11.1. The Platform and its content are provided "as is" without any warranties, express or implied. We strictly disclaim any and all warranties not contained in your Service Agreement and all warranties with respect to any Third-Party Products.

11.2. We do not warrant that the Platform will be error-free, secure, or available at all times.

11.3. For the avoidance of doubt, you acknowledge that the Services include certain geotechnical calculations and quality checks regarding geotechnical and other subsurface data, and that we disclaim any and all warranties in connection therewith, including without limitation the accuracy of such information or predictability in connection with any use of such information. You acknowledge and agree that you are fully responsible for confirming the accuracy of any calculations and quality checks, and that you are fully responsible for any use of such data. Except as may be set forth in your service agreement, we hereby disclaim all warranties, whether express, implied, statutory, or otherwise. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. We make no warranty of any kind that the OryctaGI platform, or any products or results of the use thereof, will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.

11.4. In no event will Orycta P.C. be liable under or in connection with these terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (i) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (ii) increased costs, diminution in value or lost business, production, revenues, or profits; (iii) loss of goodwill or reputation; (iv) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (v) cost of replacement goods or services, in each case regardless of whether we were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.

11.5. Furthermore, in no event shall Company be liable for any damage to property in connection with User’s use of the calculations, quality checks, and other information contained in the Platform. In no event will Orycta’s aggregate liability arising out of or related to these terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed the total fees paid by User in the 12-month period preceding the event giving rise to the claim.

12. Indemnification

12.1. Company’s Indemnification. We shall indemnify, defend, and hold you harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (collectively, “Losses“) incurred by you resulting from any third-party claim, suit, action, or proceeding (each a “Third-Party Claim“) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights, provided that you promptly notify us in writing of the claim, cooperate with us, and allow us sole authority to control the defense and settlement of such claim. If a Third-Party Claim is made or appears possible, you agree to permit us, at our sole discretion, to (i) modify or replace our Platform / System, or component or part thereof, to make it non-infringing, or (ii) obtain the right for you to continue use. If we determine that neither alternative is reasonably available, we may terminate your Service Agreement and use of the Services in their entirety without respect to the affected component or part, effective immediately upon written notice to you. Our indemnification will not apply to the extent that the alleged infringement arises from: (a) use of the OryctaGI Platform in combination with data, software, hardware, equipment or technology not provided by us or authorized by us in writing; (b) modifications to the Platform or Software not made by us; (c) Customer Data; or (d) Third-Party Products.

12.2. User’s Indemnification. You shall indemnify, hold harmless, and at our option, defend us from and against any and all Losses resulting from any Third-Party Claim that the Customer Data, or any use of the customer Data in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on your or any Authorized User's (i) use of any geotechnical calculations or quality checks, including without limitation in construction projects; (ii) negligence or willful misconduct; (iii) use of Orycta’s IP in a manner not authorized by these Terms; (iv) use of Orycta’s IP in combination with data, software, hardware, equipment, or technology not provided by us or authorized by us in writing; or (v) modifications to the Platform not made by us, provided that you may not settle any Third-Party Claim against us unless we consent to such settlement, and further provided that we will have the right, at our option, to defend ourselves against any such Third-Party Claim or to participate in the defense thereof by counsel of our own choice.

12.3. Sole Remedy. This Section sets forth user’s sole remedy and Company’s sole liability and obligation for any actual, threatened, or alleged claims in relation to user’s use of the platform or services.  In no event, will Company’s liability under this section exceed the fees paid by the User in the twelve (12) months period preceding such claim.

13. Termination

13.1. We reserve the right to suspend or terminate Users’ (and any Authorized Users’) access to the Platform or to any portion of the Services at any time without notice, if you violate these Terms. This suspension may be temporary or permanent.

13.2. Upon termination, User’s account and any associated content may be deleted.

13.3. Main reasons for account termination may be: (i) we reasonably determine that (a) there is a threat or attack on any of the Orycta Platform, Tools or Services; (b) User’s (or any Authorized User's) use of the Platform disrupts or provides a security risk to the Platform or to any of our other customers or vendors; (c) User, or any Authorized User, use the OryctaGI Platform for fraudulent or illegal activities; (d) subject to applicable law, User cease to continue business in the ordinary course, make an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (e) Company’s provision of the Services to User or any Authorized User is prohibited by applicable law; (ii) any of our vendors has suspended or terminated our access to or use of any third-party services or products required to enable Users to access the Services; or (iii) in accordance with Section 2. 

13.4. Orycta (Company) shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User or any Authorized User may incur as a result of a Service Suspension.

13.5. Company may terminate user access to Platform or part of Services, effective on written notice to User, if: (a) User fails to pay any Fees when due, and such failure continues for more than thirty (14) days after our delivery of written notice thereof; or (b) breaches any of his/hers obligations under these Terms or your Service Agreement.

13.6. Either Party may terminate these Terms and User’s Service Agreement, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

13.7. Either Party may terminate these Terms and your Service Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

13.8. Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms, you shall immediately discontinue use of the OryctaGI Platform and, without limiting User’s obligations hereunder, he/she shall cease using and delete, destroy, or return all copies of the Company and certify in writing to us that all related information have been deleted or destroyed. No expiration or termination will affect Users’ obligation to pay all Fees that may have become due before such expiration or termination or entitle Users to any refund.

13.9. Survival. All terms herein which expressly contemplate surviving termination or expiration of these Terms shall survive indefinitely or as set forth therein. No other provisions of these Terms survive the expiration or earlier termination of these Terms.

14. Governing Law

14.1. These Terms are governed by and construed in accordance with European and International laws of, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the European Union.

15. Entire Agreement

15.1. These Terms constitute the entire agreement between you and Orycta P.C. regarding the OryctaGI Platform and other online tools and services provided by the Company.

By using our Engineering Online Platform and online tools and services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions, including our commitment to data security and privacy. For related questions, please contact us at info@orycta.com.

These Terms, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Except as otherwise set forth herein, in the event of any inconsistency between the statements made in the body of these Terms and any other document incorporated herein by reference, the following order of precedence governs: (i) first, your Service Agreement, including any of its exhibits; (ii) second, these Terms as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

15.2.  Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms as between them so as to render the transactions contemplated hereby to be consummated as originally contemplated to the greatest extent possible.

15.4. Assignment. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of these Terms will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.4. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached these Terms, for any failure to delay in performing its obligations under this Agreement (except for any obligations to make payment of Fees), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including without limitation acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

15.5. Contractual Term or Term. Current agreement and Terms begin on the Effective Date and will continue in effect until one (1) year from such data (Initial Term), unless terminated earlier in accordance with these Terms and/or your Service Agreement. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to these Terms and/or your Service Agreement's express provisions, including without limitation written notice of non-renewal of your Service Agreement in accordance with its terms (each a “Renewal Term” and together with the Initial Term, the “Term”).

Definitions

“Aggregated Statistics” means data and information generated from and related to Users’ use of the Services, including without limitation field and laboratory geotechnical data that do not identify Users or their Clients, that is used by Company in an aggregate and anonymized manner, including in aggregated soil reports relating to a geographic area that may be requested by other users from time to time and providing to compile statistical and performance information related to the provision and operation of the Services.

“Authorized User(s) or User(s)” means Platform Users or User’s employees, consultants, contractors, and agents (i) who are authorized by User(s) to access Company’s Platform and use the OryctaGI and Systems under the rights granted pursuant to these Terms and (ii) for whom access to the Platform, Tools and Services has been purchased.

“Orycta’s IP” (IP stands for Intellectual Property) means the OryctaGI Platform, Tools, Services, Services Documentation, and any and all intellectual property provided to User or any Authorized User in connection with the Services. For the avoidance of doubt, Orycta’s IP includes Aggregated Statistics and any information, data, or other content derived from Company’s monitoring of Users’ access to or use of the Platform, Tools, Services or Software, but does not include Customer Data.

“OryctaGI Platform” or “Platform” means the Services and on-line Software and Tools provided on Orycta’s website.

“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User(s) or Users’ Employees through the Platform.

“Software” means tools or other software provided as part of the Services or otherwise make available specifically for purposes of facilitating access to, operation of, or use with the Services, and any updates Company may make available to such software from time to time. For the avoidance of doubt, Software does not include Third-Party Products.

“Third-Party Products” means any third-party products provided with or incorporated into the OryctaGI Platform, including any open-source software, code or any other license that is approved by the Open-Source Initiative.