EULA

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).

IMPORTANT NOTICE:

BY USING THE SOFTWARE, YOU AGREE, AS END USER, TO THE TERMS OF THIS EULA WHICH WILL BIND YOU.

• ACCEPTANCE OF THIS EULA: By using the software you agree to the terms of this EULA which will bind you. The terms of this EULA include, in particular, the privacy and cookie policy set out in the Appendix, the limitations on liability in condition 6 and the third party licence terms in condition 10. If you do not agree to the terms of this licence, we will not license the Software and Documents to you and you must not proceed to use the Software.
• CHARGES FOR USE OF SOFTWARE: You will not be charged for accessing or using the Software or the Documents. However, your access to and use of the Software and the Documents will be subject always to that access and use taking place in accordance with the terms and conditions of the commercial licence agreement (Commercial Licence) entered into between us and the person by whom you have been authorised to use the Software and the Documents (Commercial Licensee), including the payment of any fees by the Commercial Licensee. We reserve the right to suspend your licence and access to the Software and Documents at any time should the Commercial Licensee fail to comply with any provision of the Commercial Licence.

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.

AGREED TERMS

1. ACKNOWLEDGEMENTS

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.

1.5 The terms of our privacy policy set out in the Appendix to this EULA (Privacy Policy) are incorporated into this EULA by reference and apply to any of your data which we may process as part of your use of the Software and Services. Additionally, by using the Software or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information sent using the Software or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

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

2.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a revocable, non-transferable, non-sub-licensable and non-exclusive licence to access the Services (subject to these terms, the terms of the Commercial Licence and the terms of the Privacy Policy) for the relevant duration of the Commercial Licence, subject to earlier termination in accordance with this EULA. We reserve all other rights.

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

You must:

(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 English 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. TERMINATION

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.

7.3 On termination or expiry of this EULA 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, including use of the Services; and (c) we may delete the data related to you and your account, and this information will not be recoverable. Where we choose to do so, it may take up to 90 days for this to be completed as it takes time to work through our systems. We will not be responsible to you for any data that is lost when your account closes. Even where your account has closed, please note that we may retain certain information or data that you have inputted into our systems, and may continue to use it in accordance with the Privacy Policy.

8. GENERAL

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.

8.5 This EULA, and any documents referred to in it (including the Privacy Policy), constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

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 support@metacompliance.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/

APPENDIX – PRIVACY POLICY

PRIVACY POLICY (PRODUCT USERS)

We are committed to protecting and respecting your privacy. This policy (together with the relevant terms of use and commercial terms for our MyCompliance software and awareness products (each a Product, and collectively, Products) and any other documents referred to in each) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. 

Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.

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.

PERSONAL DATA WE MAY COLLECT FROM YOU

We may collect and process the following personal data about you:

Personal Data you give us. You may give be required to provide us with personal data about you when using our Products or by corresponding with us by phone, e-mail or otherwise. This includes personal data you provide when you register to use a Product, subscribe to any of our services, and when you report a problem with a Product(s). The personal data you give us may include items such as your name, address, e-mail address, phone number, employer and job role. We rely on ‘contractual necessity’ as the lawful ground for the processing of your personal in such cases.

Personal Data we collect about you. Regarding the processing of some specific items of personal data that assist us to improve our Products and to provide our services, we rely on ‘legitimate interests’ as the lawful ground for such processing. This includes automatically collecting and using the following personal data: technical information, including the type of computer or device you use to use the Product, a unique device identifier, mobile network information, your operating system, the internet protocol address used to connect your computer or device to the internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform; and information about your session, including the full uniform resource locators clickstream to, through and from our Product(s) (including date and time), response times, errors, interaction information (such as scrolling, clicks, and mouse-overs), and any phone number used to call our customer service number.

USES MADE OF THE PERSONAL DATA

We use personal data held about you in the following ways:

Personal Data you give to us. We will use this personal data:

• to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;
• to provide you with information about other goods and services we offer that are similar to those that you have already purchased or enquired about;
• to notify you about changes to our service; or
• to ensure that content from our Product is presented in the most effective manner for you and for your computer.

Personal Data we collect about you. We will use this personal data:

• to administer our Product and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
• to improve our Products and to ensure that content is presented in the most effective manner for you and for your computer or device;
• to allow you to participate in interactive features of our Products and services, when you choose to do so;
• as part of our efforts to keep our Products safe and secure;
• to make suggestions and recommendations to you and other users of our Products about goods or services that may interest you or them.

DISCLOSURE OF YOUR PERSONAL DATA 

We may share your personal data with any member of the group of companies of which we are a part. We may disclose your personal data to third parties:

• in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
• if MetaCompliance Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its users will be one of the transferred assets; or 
• if we are under a duty to disclose or share your personal data in order to comply with any legal obligation; in order to enforce or apply our relevant terms of use relating to each Product and other agreements; or to protect the rights, property, or safety of MetaCompliance Limited, our users, or others. This includes exchanging personal data with other companies and organisations for the purposes of fraud protection and credit risk reduction.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you, or that you provide to us, may be stored by us at a destination anywhere within the European Economic Area (EEA). Transfer of your personal data outside the European Economic Area is subject to your prior written approval in each case. If you approve of the transfer and the processing is not taking place in a destination or by an international organisation where the European Commission has decided that the destination or one or more specified sectors or frameworks ensure an adequate level of protection, we shall enter into a binding agreement with you based upon European Union model clauses.

RETENTION OF YOUR PERSONAL DATA

We will retain your personal data for as long as your account is active or as needed to provide you with access to our Products and services. If you wish to cancel your account or request that we no longer use your personal data to provide you with access to our Products, contact us at info@metacompliance.com.  We will only retain and use your personal data thereafter as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. 

SECURITY OF YOUR PERSONAL DATA

The security of your personal data is important to us. We comply with accepted industry standards to protect the personal data submitted to us. We use strict procedures and advanced security features to try to prevent unauthorised access. No method of transmission over the Internet, or method of electronic storage, is however 100% secure. Therefore, we cannot guarantee its absolute security.

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.

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. We encourage you to carefully read the privacy notice of any website you visit.

YOUR RIGHTS

You have the following rights in relation to the handling of your personal data:

• You have the right to access personal data held about you
• You have the right to have inaccuracies corrected for personal data held about you
• You have the right to have personal data held about you erased
•  You have the right to object to direct marketing being conducted based upon personal data held about you
• You have the right to restrict the processing for personal data held about you, including automated decision-making
• You have the right to data portability for personal data held about you

You can exercise any of your rights outlined above by contacting us at info@metacompliance.com. Within one month of receiving a request made under these rights, we will action the request. Where we receive a large number of requests, or receive especially complex requests, this may be extended by a maximum of two further months. If we fail to meet these deadlines or if you feel your rights have not been adequately respected, you may complain to the Supervisory Authority and/or seek a judicial remedy.

CHANGES TO OUR PRIVACY POLICY

Any changes we may make to our privacy policy in the future will be posted on our web site and, where appropriate, notified to you by e-mail.

CONTACT

Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to info@metacompliance.com.