PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE
This end user licence agreement (EULA) between you as the individual or entity that is the end user (you or your) and MetaCompliance Limited of The City Arc, 89 Worship Street, London, EC2A 2BF (we, us or our) for use of any of our hosted software platforms which the Commercial Licensee (as defined below) has purchased (Software), any associated materials, information and documentation relating to the Software, whether supplied by us in hard copy or electronic format (Documents), as well as any of the services accessible through the Software (Services).
BY USING THE SOFTWARE, YOU AGREE, AS END USER, TO THE TERMS OF THIS EULA WHICH WILL BIND YOU.
Your use of the Software and Documents shall be subject always to the terms of this EULA, and to the terms of the Commercial Licence, including your being, at all relevant times, a validly “Authorised User” within the meaning of the Commercial Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.
Operating System Requirements – Software: To access and use the Software you will require a functioning hardware system and software facilitating your access to a modern internet browser, namely, Google Chrome, Mozilla Firefox, Safari or Microsoft Internet Explorer in version 9 or above, but preferably version 10 and above, and internet access.
You should print a copy of this EULA for future reference.
1.1 The terms of this EULA apply to the Software, the Documents and the Services, including any updates or supplements to the Software or any Service. If any open-source software is included in the Software or any Service, the terms of an open-source licence may override some of the terms of this EULA.
1.2 We may change these terms at any time by notifying you of a change when you next start to use the Software. The version of this EULA then in force will apply, and may be displayed on-screen and you may be required to read and accept it to continue your use of the Services.
1.3 You will be assumed to have obtained permission from the owners of any computer or other device on which the Software may be used (each a Device), if not you, to download or stream a copy of the Software onto the Device. You and they may be charged by your and their service providers for internet access on the Devices.
1.4 You accept responsibility in accordance with the terms of this EULA for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you.
1.6 By using the Software or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.
1.7 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2. GRANT & SCOPE OF LICENCE
2.2 You may access and use the applicable Services for their functional purposes (as contemplated within the Documents), and the Documents, for your benefit and the benefit of the Commercial Licensee only.
3. LICENCE RESTRICTIONS
Except as expressly set out in this EULA or as permitted by any local law, you agree:
(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 sell, resell, rent, pledge, lease, sub-licence, time-share, license, loan, translate, merge, adapt, vary or modify the Software, Services or the Documents;
(c) not to provide or otherwise make available the Services in whole or in part in any form to any person without prior written consent from us;
(d) not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs; not to, or to attempt to, disassemble, decompile, hack, reverse-engineer or create derivative works based on the whole or any part of the Software or 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, 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;
(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 that is substantially similar to, or has a substantially similar expression to, the Software;
(e) not to, or to attempt to, defeat or overcome any encryption technology or security measures implemented by us with respect to the Software or Services and/or data transmitted, processed or stored by us;
(f) to include our copyright notice on all entire and partial copies you are permitted to make of the Software on any medium;
(g) to acknowledge all copyright subsisting in all data and content, that you access through use of the Services;
(h) not to access the Software / Services to build a competing product or to copy the features, functions or appearance of the Software or Services;
(i) to comply with all technology control or export laws and regulations that apply to the technology used or supported by any Service; and
(j) to comply with all technology control or export laws and regulations that apply to the technology used or supported by any Service (Technology), together the Licence Restrictions. You further agree that you will not permit any third party to breach any of the Licence Restrictions.
4. ACCEPTABLE USE RESTRICTIONS
(a) not use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA or the Commercial Licence, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software, any Service or any operating system;
(b) not use the Software or the Documents where you cease to be an “Authorised User” for the purposes of the Commercial Licence;
(c) not infringe our intellectual property rights or those of any third party in relation to your use of the Software or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA);
(d) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;
(e) not use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security (or those of our third party suppliers or licensors) or interfere with other users;
(f) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service;
(g) treat its account, username and password, and any other security details, responsibly and as confidential, and not disclose them to any other person;
(h) prevent unauthorised access to your account (as your account is personal to you); and
(i) only use the Services and the Software sensibly, properly and in accordance with this EULA, together the Acceptable Use Restrictions.
5. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Software, the Documents and the Services anywhere in the world belong to us or our licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software, the Documents or the Services other than the right to use each of them in accordance with the terms of this EULA. You further acknowledge that you have no right to have access to the Software in source-code form.
6. LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
6.1 This condition 6 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of: (a) any breach of this EULA; (b) any use made by you of the Software, Services or Documents or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
6.2 Except as expressly and specifically provided in this EULA: (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EULA; and (b) the Software is provided and made available to you on an "as is" basis.
6.3 You acknowledge that the Software has not been developed to meet your or the Commercial Licensee’s individual requirements. Therefore you acknowledge and agree that it is your, and the Commercial Licensee’s responsibility, to ensure that the Services (including where specifically developed by us) meets the Commercial Licensee’s and your requirements, and that they, as we have described them in the Documents and in the Commercial Licence, are capable of doing so. In particular, we do not guarantee that the Services are compliant with any regulatory or legal requirements to which you or the Commercial Licensee may be subject, or which may be in any way relevant to the purposes for the Services may be used.
6.4 You agree to indemnify and hold us harmless from and against any claim arising in respect of your use of the Software, Services and Documents, however arising, save where such claim arises as a direct result of our breach of the terms of this EULA.
6.5 Subject to the other terms of this EULA, including condition 6.8, we shall only be responsible for loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 6.6, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the EULA.
6.6 Subject to the other terms of this EULA, including condition 6.8, our maximum aggregate liability under or in connection with this EULA (including in respect of your use of the Software or any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to amounts actually paid by the Commercial Licensee to us under the Commercial Licence in the 12 month period immediately preceding the date of the relevant claim.
6.7 Subject to the other conditions of this EULA, including condition 6.8: (a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this EULA.
6.8 Nothing in this EULA shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be excluded or limited by Northern Irish law.
6.9 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services.
6.10 The Services are not warranted against infringement of any third party intellectual property rights. We have undertaken no investigations as to the potential for such infringement and you agree to assume the risk of, and hold us harmless in respect of any claims arising from any such infringement.
7.1 We may terminate this EULA immediately by written notice to you if:
a) you materially or persistently breach any part of this EULA;
b) we reasonably decide that your use of the Services or Software:
(i) poses a security risk to us, the Commercial Licensee, yourself or any other person;
(ii) may otherwise adversely impact on us, the Software, yourself, or any other person, or cause same to incur a liability;
c) you attempt to transfer your account to another person; or
d) you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
7.2 This EULA shall terminate automatically upon the termination or expiry of the Commercial Licence for any reason.
8.1 We shall have no liability to you under this EULA if we are prevented from or delayed in performing its obligations under this EULA, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
8.2 A waiver of any right under this EULA is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
8.3 Unless specifically provided otherwise, rights arising under this EULA are cumulative and do not exclude rights provided by law.
8.4 If any provision (or part of a provision) of this EULA is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
8.6 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this EULA. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this EULA.
8.7 Nothing in this EULA is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
8.8 Notwithstanding any other provisions of this EULA, nothing in this EULA confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
8.9 Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England will have non-exclusive jurisdiction.
8.10 The terms are in English, and any contract and other communication between you and us shall be in English. The law requires that some of the information or communications we sends to you is in writing
9. COMMUNICATION BETWEEN US
9.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to email@example.com, or by prepaid post to MetaCompliance Ltd at the City Arc, 89 Worship Street, London, EC2A 2BF. We will confirm receipt of this by contacting you in writing, normally by e-mail.
9.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request for the Software.
10. THIRD PARTY LICENCE TERMS
Our Software also utilises third party software which is subject to certain third party licence terms. Accordingly the following terms and conditions shall apply to your use of our Software and Services in addition to the provisions set out in the main body of this EULA, as well as any other relevant third party licence terms which may apply from time to time. Please review these at https://azure.microsoft.com/en-us/support/legal/subscription-agreement-nov-2014/
Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By submitting your information for provisioning purposes you are accepting and consenting to the practices described in this policy.
For the purpose of applicable data protection legislation, we, MetaCompliance Limited (company no. NI049166) of the City Arc, 89 Worship Street, London, EC2 2BF, are the data controller.
INFORMATION WE MAY COLLECT FROM YOU
We may collect and process the following data about you:
USES MADE OF THE INFORMATION
We use information held about you in the following ways:
· Information you give to us. We will use this information:
· Information we collect about you. We will use this information:
· Information we receive from other sources.
We may combine this information with information you give to us and information we collect about you. We may us this information and the combined information for the purposes set out above (depending on the types of information we receive).
DISCLOSURE OF YOUR INFORMATION
We may share your personal information with any member of the group of companies of which we are a part. We may also share your information with selected third parties including:
We may disclose your personal information to third parties:
WHERE WE STORE YOUR PERSONAL DATA
Where we have given you (or where you have chosen) a password which enables you to access certain parts of a Product, you are responsible for keeping this password confidential. You are not permitted to share a password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to, or during use of, our Product(s); any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by contacting us at firstname.lastname@example.org.
Our Product(s) may, from time to time, contain links to and from the websites of our partners, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
ACCESS TO INFORMATION
You have the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you