LICENCE AND RESTRICTIONS
1.3 You may: (a) use the Software for your business purposes only; and (b) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time.
1.4 The Licensee agrees:
(a) not to copy the Software except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of backup or operational security;
(b) not to rent, lease, loan, translate, merge, adapt, vary or modify the Software;
(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 things 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; (ii) is not disclosed or communicated without the Licensor’s prior written consent to any third party; and (iii) is not used to create any software which is substantially similar to the Software; and
(e) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence.
SECURITY
2.1 We appreciate that your and your vendors’ data is confidential. For all cloud users, all your data will be stored on ContractPodAi’s SalesForce servers within the EEA (“Servers”) and no migration and/or transfer of data from the Server shall take place without your express written consent. The Servers comply with all major industry standards. Annexure 1 of this Licence sets out the security, privacy and compliance policy in relation to the Servers and this Annexure 1 will form part of this Licence.
2.2 As part of our security procedures, each user will have a username, password (if required) and on request, a memorable word. You must treat such information as confidential and not disclose your login details to any third party.
INTELLECTUAL PROPERTY RIGHTS
3.1 The Licensee acknowledges that all intellectual property rights in the Software in the world belong to the Licensor, and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with this Licence.
3.2 The Licensee acknowledges that it has no right to have access to the Software in source code form or in unlocked coding or with comments.
3.3 The Licensor acknowledges that the Software does not infringe the rights of any third party and no notice has been given to the Licensor involving the infringement of any intellectual property rights of third parties.
4. OBLIGATIONS
4.1 The Licensee acknowledges that the Software has not been developed to meet the individual requirements of the Licensee and accepts that it is the Licensee’s responsibility to ensure that the facilities and functions of the Software meet the Licensee’s requirements.
4.2 The Licensor shall carry out its obligations with reasonable skill and care. The Licensee accepts that the Software is made available to the Licensee on an “as is” and “as available” basis.
5. LIABILITY
5.1 The Licensor shall not in any circumstances have any liability for indirect and consequential losses howsoever arising whether the same arise in contract, tort (including negligence) or otherwise howsoever.
5.2 Other than the losses set out in clause 5.1 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 5 times the Licence Fee.
5.3 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; and (d) any other liability that cannot be excluded or limited by English law.
6. SERVICE LEVELS
6.1 During the Initial Term or the Extended Term (as the case may be), the Licensor shall provide helpdesk and technical support on the Software by means of the following telephone number: 0800 699 0045 and email address: help@contractpod.com and support ticketing system: support.contractpod.com (together, “Support Services”).
6.1 For general queries, the Licensor aims to respond to the Licensee within 24 hours of the Licensor’s acknowledgement of receipt.
6.3.1 if the error is a simple error, within six working hours of the Licensor’s acknowledgment of receipt;
6.3.2 if the error is a medium error, within 24 working hours of the Licensor’s acknowledgment of receipt; and
6.3.3 if the error is a complex error, within three working days of the Licensor’s acknowledgment of receipt.
6.4 The timescales in clause 6.3 are subject to:
6.4.1 the Licensee providing a sufficient description of the error; and
6.4.2 the Licensee providing information, assistance and access to the Licensee’s system, as reasonably necessary to assist the Licensor to resolve the error.
6.5 The Licensor shall prioritise all errors based on its reasonable assessment of the severity level of the error reported.
7. CONFIDENTIALITY & DATA PROTECTION
7.1 We acknowledge that the Licensee will use the Software in relation to its confidential or proprietary information (“Confidential Information”). We will (i) keep the Confidential Information confidential, (ii) not use or exploit the Confidential Information except for the purpose of enabling the Licensee to use the Software, and (iii) only disclose the Confidential Information in accordance with clause 7.2.
7.2 We may disclose Confidential Information to the extent required by (i) any court of competent jurisdiction or any competent judicial, governmental or regulatory body, and/or (ii) the laws or regulations of any country with jurisdiction over us.
7.3 We shall treat the Licensee’s data as Confidential Information, shall take all reasonable measures against unauthorized or unlawful processing or use by us or any person under our control of the Licensee’s data and shall comply with our obligations under the Data Protection Act 1998, as amended from time to time, in relation to the Licensee’s data.
8. TERMINATION
8.1 Either party may terminate this Licence by providing fourteen (14) days written notice to the other party if:
(i) one party commits a material or persistent breach of this Licence which it fails to remedy (if remediable) within 21 days after the service of written notice requiring it to do so; or
(ii) the party is unable to pay its debts as they fall due; or
(iii) an application is made to court, or an order is made, for the appointment of an administrator or judicial factor or provisional liquidator or a liquidator is appointed over the party (being a company); or
(iv) (iv) if the party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
8.2 On termination of this Licence or on expiry of this Licence, the Licensor will provide the Licensee access to a “*.csv file” with all key data information captured for each contract record created by the Licensee in the Software and access to all documentation stored by the Licensee within the Software’s database.
9. FORCE MAJEURE
9.1 Neither we nor you shall be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay continues for thirty days, the party not affected may terminate this Licence by giving fourteen days’ written notice to the affected party.
10. NOTICE
10.1 Any notice given to a party under or in connection with this Licensee shall be in writing (including email) and shall be delivered by hand or by first class post at its registered office or its principal place of business or by email.
10.2 Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or if sent by courier or first class post, at 9.00 am on the second working day after posting. Notice shall be deemed to be received by email the next working day after sending.
11. TRANSFER
11.1 Neither party may transfer its rights and/or obligations under this Licence to another organisation without the written consent of the other party (such written consent will not be unreasonably withheld by the other party).
12. VARIATION OF LICENCE
12.1 No variation of this Licence shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
13. WAIVER
13.1 A waiver of any right or remedy under this Licence or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
14. SEVERANCE
14.1 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
15. THIRD PARTY RIGHTS
15.1 A person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
16. ENTIRE AGREEMENT
16.1 This Licence and the Sign Up page together constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence.
17. JURISDICTION
17.1 This Licence and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction.
