App Terms and Conditions ##DataGuard Consent & Preference Management App Trial Licence ####DATAGUARD CONSENT & PREFERENCE MANAGEMENT LICENCE: This licence agreement (Licence) is a legal agreement between you (Licensee or you) and DataCo International UK Limited (t/a DataGuard), company number: 12877451, having its registered office at Suite 1, 3rd Floor, 11-12 St James’s Square, London, SW1Y 4LB (Licensor, us or we) for: ####· The DataGuard Consent & Preference Salesforce App (App) ####· The DataGuard Consent & Preference Platform (Platform) ## ##We license use of the Platform and the App to you on the basis of this Licence. ####IMPORTANT NOTICE TO ALL USERS: ####· BY INSTALLING AND/OR USING THE PLATFORM AND THE APP YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. ####· IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE PLATFORM AND THE APP TO YOU AND YOU MUST DISCONTINUE INSTALLATION AND/OR USE. ####You should print a copy of this Licence for future reference. ####1. GRANT AND SCOPE OF LICENCE ####1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a time-limited (subject to clause 6), non-exclusive, non-transferable licence to access the Platform and install the App and trial it on the terms of this Licence. ####1.2 You may install the App on your own system in order to access and use the Platform & the App for trial purposes only. ## ##1.3 At the end of the trial you may migrate to the full commercial licence for the Platform and the App ####2. RESTRICTIONS ####2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake: ####(a) only to use the Platform and the App for internal trial purposes; ####(b) not to copy the App except where such copying is required for normal use of the App or where it is necessary for the purpose of back-up or operational security; ####(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App, or grant access to the Platform and the App to any third party; ####(d) not to make alterations to, or modifications of, the whole or any part of the Platform and the App nor permit the Platform and the App or any part of it to be combined with, or become incorporated in, any other programs; ####(e) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform and the App nor attempt to do any such things; ####(f) to include our copyright notice on all entire and partial copies of the Platform and the App in any form; or ####(g) not to provide, or otherwise make available, the Platform and the App 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. ####3. INTELLECTUAL PROPERTY RIGHTS ####3.1 You acknowledge that all intellectual property rights in the Platform and the App throughout the world belong to us or our licensors, that rights in the Platform and the App are licensed (not sold) to you, and that you have no rights in, or to, the Platform and the App other than the right to use them in accordance with the terms of this Licence. ####3.2 You acknowledge that you have no right to have access to App in source code form or in unlocked coding or with comments. ####4. LIMITED WARRANTY ####The Platform and the App is provided ‘as is’ and any express or implied warranties, including, but not limited to, the implied warranties of satisfactory quality, merchantability and fitness for a particular purpose or non-infringement are excluded to the fullest extent permitted by law. ####5. LIMITATION OF LIABILITY ####5.1 You acknowledge that the Platform and the App and its content is being provided ‘as is’ for trial purposes and has not been developed to meet your individual requirements. ####5.2 We only supply the Platform and the App for non-commercial trial purposes. ####5.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: ####(a) loss of profits, sales, business, or revenue; ####(b) business interruption; ####(c) loss of anticipated savings; ####(d) loss or corruption of data or information; ####(e) loss of business opportunity, goodwill or reputation; or ####(f) any indirect or consequential loss or damage. ####5.4 Other than the losses set out in condition 5.3 (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 £100.00. This maximum cap does not apply to condition 5.5. ####5.5 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; ####(c) any other liability that cannot be excluded or limited by English law. ####5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Platform and the App. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform and the App which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. ####6. TERMINATION ####6.1 This Licence will terminate automatically 30 days from the time we load and configure the Platform and the App ####6.2 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. ####6.3 Upon termination for any reason: ####(a) all rights granted to you under this Licence shall cease; ####(b) you must cease all activities authorised by this Licence; and ####(c) you must immediately delete or remove the Platform and the App from your system. ####7. COMMUNICATIONS BETWEEN US ####7.1 If we have to contact you or give you notice in writing, we will do so by a notice on our website or via e-mail. ####7.2 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website or 24 hours after an e-mail is sent. ####8. EVENTS OUTSIDE OUR CONTROL ####8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2. ####8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks. ####8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence: ####(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and ####(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control. ####9. OTHER IMPORTANT TERMS ####9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. ######9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing. ####9.3 This Licence and any document expressly referred to in it constitutes 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 the us which is not set out in this Licence or any document expressly referred to in it. #### ####9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. #### ####9.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. #### ####9.6 On reasonable notice, you will give us such access as we need to your premises and systems so that we can assess your compliance with the terms of this Licence. #### ####9.7 We reserve the right to alter the terms of this licence on notice to you. #### ####9.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
