IOblend EULA
End User Licence Agreement
This End User Licence Agreement
This end user licence agreement (EULA) is a legal agreement between:
(i) you (Licensee or you); and
(ii) Connect.IO Ltd of Union House, 111 New Union Street, Coventry, England, CV1 2NT, UK (Owner); and, its authorised distributors, re-sellers and agents (collectively, together with the Owner, referred to as Licensor, us or we) for:
IOblend computer software, the data supplied with the software (Software); and any associated media and document provided by us (Documents).
We license use of the Software and Documents to you on the basis of this EULA. We do not sell the Software or Documents to you. The authorised distributors, re-sellers and agents are licensed and permitted to distribute the Software and/or Documents on behalf of the Owner from time to time. The Software and Documents is and shall remain proprietary to the Owner at all times.
IMPORTANT NOTICE TO ALL USERS:
BY PROCEEDING WITH THE INSTALLATION OF THIS SOFTWARE YOU AGREE TO THE TERMS OF THIS EULA WHICH WILL BIND YOU AND YOUR COMPANY’S EMPLOYEES. THE TERMS OF THIS EULA INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4.1 AND CONDITION 5.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT PROCEED WITH THE INSTALLATION AND USE OF THE SOFTWARE, AND YOU MAY NOT DOWNLOAD OR STREAM OR ACCESS THIS SOFTWARE OR DOCUMENTS.
You should print a copy of this EULA for future reference.
1 Grant and scope of EULA
1.1 In consideration of payment by you of the agreed licence fee (Licence Fee) and you agreeing to abide by the terms of this EULA, we grant to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this EULA (the Licence).
1.2 You may:
(a) download, install and use the Software for your internal business purposes only:
(i) on one central processing unit (CPU) if the Licence is a single-user licence or the Software is for single use; or
(ii) if the Licence is a multi-user or network licence, by the number of concurrent users agreed;
(b) where the Software is for single use, provided it is used on only one computer at any one time, transfer the Software from one computer to another;
(c) where the Software is a multi-user or network licence, provided you comply with the provisions in Condition 2, make up to 1 (ONE) copies of the Software for back-up purposes only; and
(d) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time; and
(e) use any Documents provided by us in support of the use permitted under Condition 1.2 and make up to 10 copies of the Documents as are reasonably necessary for its lawful use.
2 Restrictions
2.1 Except as expressly set out in this EULA or as permitted by English law, you undertake:
(a) not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;
(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Software;
(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(f) to supervise and control use of the Software and ensure that the Software is used by you and/or your company’s employees and/or representatives in accordance with the terms of this EULA;
(g) to include our copyright notice on all entire and partial copies you make of the Software on any medium;
(h) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your company’s employees without prior written consent from us; and
(i) to comply with all applicable technology control or export laws and regulations.
3 Intellectual Property Rights
3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to the Owner, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this EULA.
3.2 You acknowledge that you have no right to have access to the Software in source code form.
4 Limited Warranty
4.1 We warrant that:
(a) the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and
(b) that the Documents correctly describe the operation of the Software in all material respects,
for a period of 30 days from the date of your installation of the Software (Warranty Period).
4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
4.3 The warranty does not apply:
(a) if the defect or fault in the Software results from you having altered or modified the Software; and
(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this EULA; and
(c) if the defect or fault in the Software results from you NOT having set up your operating environments correctly
5 Limitation of Liability
5.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
5.2 We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
5.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the EULA and the Licence for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation where any of the losses set out in Condition 5.3(a) to Condition 5.3(e) are direct or indirect; or
(f) any special, indirect or consequential loss, damage, charges or expenses.
5.4 Other than the losses set out in Condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this EULA and the Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee, and in any event capped at £80,000 GBP. This maximum cap does not apply to Condition 5.5.
5.5 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
5.6 This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6 Termination
6.1 We may terminate this EULA immediately by written notice to you if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
6.2 On termination for any reason:
(a) all rights granted to you under this EULA shall cease;
(b) you must immediately cease all activities authorised by this EULA; and
(c) you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
7. Communications between us
7.1 We may update the terms of this EULA at any time on notice to you in accordance with this Condition 7. Your continued use of the Software and Documents following the deemed receipt and service of the notice under Condition 7.3 shall constitute your acceptance to the terms of this EULA, as varied. If you do not wish to accept the terms of the EULA (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.
7.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Software.
7.3 Note that any notice:
(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent by us, or three days after the date of posting of any letter; and
(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8 Events outside our control
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 8.2.
8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.
9. How we may use your personal information
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided @ www.ioblend.com and it is important that you read that information.
10 Other important terms
10.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.
10.2 You may only transfer your rights or your obligations under this EULA to another person if we agree in writing.
10.3 This EULA and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA or any document expressly referred to in it.
10.4 If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.5 Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10.6 A person who is not a party to this EULA, except for the authorised distributors, re-sellers and agents of the Owner, shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
10.7 This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.