CINOLLA ACTIVITY – END USER LICENCE AGREEMENT (EULA)

 

1                   INTRODUCTION

1.1               This end user licence agreement (“EULA“) is a legal agreement between you, the end user (“you“, “your“) and Cinolla Platform Limited of 26 Caledon Road, Lower Parkstone, Poole, Dorset, BH14 9NN (“we“, “us“, “our“).

1.2               This EULA relates to the:

1.2.1          Cinolla Activity Platform and related services (the “Platform“); and

1.2.2          documentation made available to you by us (whether directly or through your organisation) which relates to the Platform (the “Documentation“).

2                   ACCEPTANCE OF THESE LICENCE TERMS

2.1               Please read the terms of this EULA carefully before accessing the Platform or Documentation.

2.2               By accessing the Platform or Documentation you will be deemed to have accepted the terms of this EULA. If you do not agree to these terms then you must not access the Platform or Documentation and should notify your organisation.

3                   GRANT OF LICENCE

3.1               We hereby grant you a non-exclusive, non-transferable licence to use the Platform and Documentation on the terms of this EULA for so long as:

3.1.1          you comply with these terms; and

3.1.2          you remain an authorised user of a customer of ours whose service has not been suspended or terminated in accordance with the Terms of Service agreement between them and us.

4                   Your responsibilities

4.1               You hereby agree to:

4.1.1          ensure that if you are provided with or generate login credentials for the Platform (i.e. username and password) that you ensure such credentials are kept securely and confidentially; and

4.1.2          promptly notify us (by email to [support@cinolla.com]) and your organisation if you become aware, or reasonably suspect, that the security or confidentiality of your login credentials has been compromised.

5                   Restrictions

5.1               Except as expressly set out in this EULA or as permitted by any local law, you agree:

5.1.1          not to copy the Platform or Documentation, except where such copying is incidental to normal use, necessary to produce a back-up or necessary for security reasons;

5.1.2          not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform or Documentation, nor permit the Platform or any part of it to be combined with or become incorporated in any other programs;

5.1.3          not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Platform to obtain the information necessary to create an independent program that can be operated with the Platform or with another program (“Permitted Objective“), and provided that the information obtained by you during such activities:

5.1.3.1             is kept secure and is used only for the Permitted Objective;

5.1.3.2             is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

5.1.3.3             is not used to create any software that is substantially similar in its expression to the Platform;

5.1.4          to include our copyright notice on all entire and partial copies of the Platform and Documentation in any form;

5.1.5          not to provide, or otherwise make available, the Platform in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; and

5.1.6          to comply with all applicable technology control or export laws and regulations.

6                   Intellectual property rights

6.1               You acknowledge that all intellectual property rights in the Platform and the Documentation throughout the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Platform or the Documentation other than the right to use the Platform and the Documentation in accordance with the terms of this EULA.

6.2               You acknowledge that you have no right to have access to the Platform in source code form other than as expressly provided in this EULA.

7                   NO Warranty

7.1               Except as expressly provided for in this EULA, we offer you no warranty concerning the form or operation of the Platform or Documentation.

7.2               You acknowledge that the Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform as described in the Documentation meet your requirements.

8                   Our responsibility for loss or damage suffered by you

8.1               Nothing in this EULA limits any liability which cannot legally be limited, including but not limited to liability to:

8.1.1          death or personal injury caused by negligence; and

8.1.2          fraud or fraudulent misrepresentation.

8.2               Subject to clause 8.1, we shall have no liability to you for any losses or damages which may be suffered by you, whether suffered directly or indirectly or being immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

8.2.1          loss of profits;

8.2.2          loss of anticipated savings;

8.2.3          loss of business opportunity;

8.2.4          loss of goodwill; or

8.2.5          loss or corruption of data.

8.3               Liability cap. Subject to clauses 8.1 and 8.2, our total liability to you shall not exceed £200. Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this EULA.

8.4               For the avoidance of doubt, you shall not be entitled to double recovery under the terms of this EULA and our Terms of Service agreement.

9                   Termination

9.1               We may terminate this EULA immediately without notice to you if you commit a material or persistent breach of this EULA or if the Terms of Service agreement between your organisation and us is terminated.

9.2               Upon termination for any reason:

9.2.1          all rights granted to you under this EULA shall cease; and

9.2.2          you must cease all activities authorised by this EULA.

10                CONTACT

You can contact us in writing by email to hello@cinolla.com or by pre-paid post to Cinolla Software Limited at 26 Caledon Road, Lower Parkstone, Poole, Dorset, BH14 9NN.

11                How we may use your personal information

We will only use your personal information as set out in our Privacy Policy accessible here: www.cinolla.com/privacy-policy.

12                Other important terms

12.1            We may freely transfer our rights and obligations under this EULA to another organisation. You are not permitted to transfer your rights.

12.2            This EULA does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

12.3            Each of the clauses of EULA operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

12.4            If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

12.5            These terms are governed by English law and the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).