End User License Agreement
Effective May 11, 2021
This Software Licence Agreement (“Agreement“) is dated on the Commencement Date.
IN ORDER TO USE THE SOFTWARE, YOU MUST FIRST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE THEN DO NOT USE ANY PART OF THE SOFTWARE. BY USING THE SOFTWARE THROUGH ANY MEANS (INCLUDING UPDATED VERSIONS OF THE SOFTWARE WHICH MAY BE MADE AVAILABLE THROUGH THE SERVICES), YOU ACCEPT THAT THE TERMS OF THIS AGREEMENT APPLY. THE SUPPLIER MAY MODIFY THESE TERMS AND CONDITIONS AT ANY TIME. BY USING ANY UPDATED VERSION OF THE SOFTWARE WHICH MAY BE MADE AVAILABLE, YOU ACCEPT THAT THE MODIFIED TERMS OF THIS AGREEMENT APPLY TO SUCH UPDATED SOFTWARE.
I. DEFINITIONS
- The definitions and rules of interpretation in this clause apply in this Agreement.
- “API” means any application programming interface(s) operated by Supplier and through which the Service is delivered.
- “App” means any authentication application software operated by Supplier and through which the Service is delivered.
- “Derived Data” means any data which is derived from the User’s use of the Services, which shall include: (i) any data which is processed and stored as mathematical constructs, (ii) statistical or aggregated data, and (iii) any other analytical and marketing data such as number and duration of user sessions and page visits, and technical reports on Software performance.
- “Documentation” means those printed or online instructions, manuals, screens and diagrams distributed or otherwise provided by Supplier that pertain to the Software or use of the Service.
- “Improvements” means any: (i) information communicated by User to Supplier regarding any new features, functionality, performance, feedback, comments and anything analogous to the same in relation to the Software, and (ii) adaptations, modifications, improvements, enhancements, revisions or interface elements and anything analogous to the same in relation to the Software in any form or medium whatsoever.
- “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist, now or in the future, in any part of the world.
- “Project” means a project feed created on the Software in relation to a specific construction project, through which relevant users collaborate and share content, as further set out in the Documentation.
- “Service” means access to the Software whether delivered via an App, API or Website.
- “Software” means the Supplier’s software as a service application, including the App and related APIs.
- “Supplier” means Laminar Group Ltd incorporated and registered in England and Wales with company number 11108678 whose registered office is at Ltd of 20-22 Wenlock Road, London, England, N1 7GU.
- “User” means you as the end user accessing the Software through the Services.
- “User Content” means any and all User materials, content and data, including text, imagery, videos and/or other files entered, uploaded or submitted to the Service directly or indirectly via any third party application, excluding any Derived Data.
- “Website” means any website operated by Supplier through which the Service is delivered to User.
II. license
- Subject to clause ii of this section, and the other terms and conditions of this Agreement, Supplier hereby grants to User, a non-exclusive, non-sublicensable, revocable, limited, non-transferable licence to access and use the Services, subject to termination in accordance with clause 9 below.
- This Agreement will terminate automatically if the User fails to comply with any of the limitations or other requirements described herein.
III. RESTRICTIONS
- The User shall not: (i) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties), (ii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the Software or Services available to anyone, (iii) use the Software or Services to store or transmit infringing, obscene, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (iv) use the Software or the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or (v) copy, modify, transmit, distribute, frame or mirror any Software in any form or media or by any means, (vi) use the Software or Services to store or transmit malicious code or in any way that is unlawful or fraudulent, (vii) interfere with, damage or disrupt the integrity or performance of the Software or Services or third party data, (viii) attempt to gain or assist third parties to gain unauthorised access to the Software or Services or their related systems or networks, or (ix) access the Software or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
IV. Supplier’s Obligations
- Supplier shall provide the Service to the User on and subject to the terms of this Agreement.
- The User acknowledges and agrees that the Service will evolve over time and that functionality may be added and removed from time to time. Supplier does not warrant that the User’s use of the Service will be uninterrupted or error-free; or that the Service and/or the information obtained by the User through the Service will meet the User’s requirements. Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
V. USER OBLIGATIONS
- The User shall provide Supplier with all necessary co-operation in relation to this Agreement and all necessary access to information as may be required by Supplier to fulfil its obligations under this Agreement. In the event that the User wishes to implement additional privacy restrictions in respect of User Content for a relevant Project, it shall be solely responsible for setting such privacy restrictions for the relevant users participating in the Project.
- The User shall ensure that its network and systems comply with the relevant specifications provided by Supplier from time to time necessary for the operation of the Service.
- The User shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to this Agreement.
VI. Exclusion of Warranties
- The Software and Services are provided to the User “as is”, and any use by the User of the Software and Services will be at the User’s sole risk. The Supplier makes no warranties relating to the Software or Services and expressly disclaims all warranties, express or implied, including without limitation those of merchantability, or fitness for a particular purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
VII. Limits of Liability
- Neither party limits its liability (if any) to the other for: personal injury or death resulting from negligence; fraud; or any matter for which it would be unlawful to exclude liability.
- Subject to clause 7.1, Supplier’s total aggregate liability to User under or in connection with this Agreement, including under any indemnity liability, (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused shall be limited to the sum of £100 pounds (£100).
- Save for any claim brought under clause 7.1, neither party shall be under any liability to the other for any of the following types of losses (whether those losses arise directly in the normal course of business or otherwise): pure economic loss; loss of profits; loss of or damage to materials stored in goods supplied; loss of business; loss of revenue; loss of contract; loss or depletion of goodwill and/or business opportunity; loss of data; loss of anticipated earnings or savings or like loss; wasted management, operational or other time; or any special, indirect or consequential losses.
VIII. Intellectual Property Rights and Software Content
- User acknowledges that all Intellectual Property Rights in the Software and the Services shall belong and shall belong to Supplier or any other relevant third party owners, and User shall have no rights in or to the Software other than the licence granted to it in accordance with the terms of this Agreement. For the avoidance of doubt, any Improvement made to the Software, whether through User’s feedback or by any other means, shall be the sole and exclusive property of Supplier. Any Improvement shall be free from any confidentiality restrictions that might otherwise be imposed upon Supplier.
- Supplier makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Software.
- All Intellectual Property Rights in and to the User Content shall belong to, and remain vested, in the User at all times. By uploading any User Content to the Software or displaying any content through the Services, the User grants Supplier a non-exclusive, worldwide, royalty free, sub-licensable license to reproduce, modify, adapt, copy and publish such content, solely for the purpose of fulfilling its obligations contained within this Agreement and/or to the extent required for proper function and use of the Software by all relevant users in accordance with the Documentation.
- User shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Content. Supplier may use the User Content to improve the performance and functionality of the Software or develop improvements, updates, upgrades, modifications and derivative works thereof. Supplier shall own all rights, title and interest in and to all of the Derived Data.
- The User acknowledges that Supplier has no control over User Content uploaded to or displayed on the Software by the User or any other user of the Software and does not purport to monitor the content of the Software. The Supplier reserves the right to remove content from the Software where it reasonably suspects such content is in breach of this Agreement or for reasonable cause.
- User acknowledges that other users of the Software may use the User Content in relation to any relevant Project where an applicable user is collaborating with the User, and authorised to participate in the relevant Project.
- The User shall have sole responsibility for User Content displayed on or uploaded to the Software and shall ensure it has all rights necessary to display such data or content via the Software. The User shall indemnify and hold harmless Supplier from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claims that the processing and use of the User Content in accordance with this Agreement infringes or misappropriates any third party rights.
IX. Duration and Termination
- This Agreement may be terminated immediately by Supplier without notice at any time and without cause.
- Without prejudice to any other rights or remedies hereunder to which Supplier may be entitled, if Supplier knows or has reasonable grounds to suspect that the User is acting in breach of its obligations under this Agreement (including failure to pay the Charges where applicable), Supplier may suspend the User’s access to the Service until such breach can be remedied or until Supplier is satisfied, acting reasonably, that its suspicions are unfounded.
- Immediately following the termination or expiration of this Agreement, User will cease its use of the Software. All licences granted by Supplier under this Agreement shall immediately lapse and expire on termination of this Agreement and User shall have no further rights to use, utilise or otherwise deal with the Software in any way.
- Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
X. Miscellaneous
- User may not assign or otherwise transfer any rights or obligations under this Agreement except with the prior written consent of Supplier, and any such prohibited assignment shall be void. Supplier may assign, subcontract, sublicense or otherwise transfer all or part of the benefits or all or part of its obligations under this Agreement to any party.
- Neither party will be liable for any delay in performing its obligations under the Agreement if that delay is caused by an event beyond its reasonable control and the party affected will be entitled to a reasonable extension of time for the performance of its obligations.
- No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- All notices to be given under this Agreement must be in writing (which shall include email) and sent to the address of the recipient set out in this Agreement, or any other address which the recipient may tell the other in writing.
- This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous representations, agreements and other communications between the parties, both oral and written. The parties do not seek to avoid liability for fraudulent misrepresentation.
- Each party hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to this contract or breach thereof, and that the laws of England shall govern such controversy or claim.
- Any clauses which by operation or any other terms which the parties intend to survive termination, shall survive termination of this Agreement.
- If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall not be affected thereby, and that the remainder of this Agreement shall remain valid and enforceable.
