End User License Agreement

KEY TERMS

1 APPLICABILITY AND DEEMED ACCEPTANCE

1. This EULA applies to any End Users of the Solutions. You agree to, and will be deemed to have accepted, this EULA when you access the Solutions.
2. By accessing the Solutions, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solutions provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solutions.
3. This EULA commences on the date the Solutions are provided to you and will end when written notice is provided to you.

2 USE OF LICENSED MATERIALS

• 2.1 GRANT OF LICENCE
  1. You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the Purpose.
  2. You must only use the Licenced Materials:
     1. in accordance with the limitations of the Purpose;
     2. in a manner that is consistent and compliant with clause 2.2; and
     3. in compliance with any other restrictions notified to you in writing by the Licensee or Ascendr from time to time.
• 2.2 RESTRICTIONS ON LICENCE

  Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or Ascendr in their absolute discretion:

  1. upload sensitive information or commercial secrets to the Solution;
  2. upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;
  3. upload any material that is owned or copyrighted by a third party;
  4. make copies of the Solution;
  5. adapt, modify or tamper in any way with the Solution;
  6. remove or alter any copyright, trade mark or other notice on or forming part of the Solution;
  7. create derivative works from, translate or reproduce the Solution;
  8. publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;
  9. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;
  10. decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
  11. attempt to circumvent any technological protection mechanism or other security feature of the Solution;
  12. permit any person to use or access the Solution;
  13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
  14. share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify Ascendr of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;
  15. use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
  16. act in any way that may harm Ascendr’s reputation or that of associated or interested parties or do anything at all contrary to the interests of Ascendr or the Solution.
• 2.3 LIMITATIONS OF SOLUTION

  Ascendr does not guarantee, and make no warranties, to the extent permitted by law, that:

  1. the Solutions will be free from errors or defects;
  2. the Solutions will be accessible or available at all times; or
  3. any information provided through the Solutions is accurate or true.

3 DISCLAIMERS

1. Ascendr does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solutions.
2. You must take your own precautions to ensure that the process which you employ for accessing the Solutions does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
3. To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solutions to £50GBP in aggregate. This includes the transmission of any computer virus.
4. You indemnify Ascendr and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solutions or breach of this EULA (or both, as the case may be).
5. You acknowledge and agree that Ascendr will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solutions and indemnify Ascendr for any such damage, loss or expense.
6. All express or implied representations and warranties given by Ascendr or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
   1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and
   2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

4 TERMINATION

• 4.1 AUTOMATIC TERMINATION

  This agreement will be automatically terminated, and your licence to the Solutions will be immediately revoked, if the Head Agreement expires or is terminated.

• 4.2 TERMINATION BY ASCENDR OR LICENSEE

  Ascendr or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

  1. you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
  2. you commit, or Ascendr or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.
• 4.3 EFFECT OF EXPIRY OR TERMINATION

  In the event of expiry or termination of this EULA, you must:

  1. immediately cease using the Solutions; and
  2. remove the Solutions from all materials in your care, custody or control that feature the Solutions, and, if the Solutions cannot be removed, then at Ascendr’s option, return or destroy all such material.
  1. Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.
• 4.4 YOUR DATA ON TERMINATION
• You are solely responsible for removing any information you store in the Solution prior to termination of this agreement. Ascendr will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

5 GENERAL

• 5.1 GOVERNING LAW AND JURISDICTION

  This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

• 5.2 WAIVER

  No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

• 5.3 FURTHER ACTS AND DOCUMENTS

  Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

• 5.4 ASSIGNMENT

  You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without Ascendr’s prior consent.

• 5.5 ENTIRE AGREEMENT

  This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.