1. Subject to Your compliance with this EULA, Licensor grants You a non-exclusive, worldwide, revocable, non-transferable and non-sublicensable limited right and license to download and use the Product, specifically to directly or indirectly activate the processing capabilities of the Product, load, execute, access, utilize, store, employ the Product, or display information resulting from such capabilities including uploading any Content (as defined below) or generating any Content by utilizing its capabilities. You are not permitted to duplicate, translate, reproduce, modify, adapt, disclose, display to the public, sell or lease the Product, any elements of the Product or its components, retrieve the source code of the Product or decompile it without the written consent of the Licensor, or otherwise use the Product for the benefit of third parties as part of a service bureau or managed-service arrangement, cloud services offering, bundled product or otherwise, except as expressly provided under this EULA and/or unless You enter into a separate agreement with Licensor for such purposes. Unless the Product is distributed to You for free on special conditions set by Licensor, You are not permitted to use the Product for which You have not paid the applicable fee ("Fee"). Except as expressly stated in this EULA, no license or right is granted directly or by implication, inducement, estoppel, or otherwise. You agree that this EULA may be terminated by Licensor if You violate any of the provisions of this EULA. This EULA is a non-exclusive arrangement. There is no prohibition or restriction on Licensor to provide same or similar rights as set out in this EULA to any other person.
2. You acknowledge and agree that Licensor owns all legal right, title and interest in the Product including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formulae, scripts, workflows, processes, software, methodologies, databases know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. Further, You hereby acknowledge and agree that the right, title and interest in the Product and in any modifications made by You to the Product are the property of, and are retained by, Licensor and its licensors.
3. The Fee for the Product and the available license term of the Product ("Subscription Term") are stipulated by Licensor. You can purchase the Product by monthly, semi-annual or yearly subscription («Subscription»). If Licensor permits You to conduct a free trial of a commercially available Product, You may use the Product free of charge for evaluation for a maximum of seven (7) days, or such other duration as specified by Licensor. Unless You cancel the free trial of Product earlier, at the end of the trial You will be automatically charged for a recurring Subscription. Your account will be charged for the renewal within 24-hours prior to the end of the 7-day trial period. The Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period. You must note that deleting the Product does not cancel Your Subscription. Subscriptions may be managed by You by going to the app store account settings after purchase. Any unused portion of a free trial period, if offered, will be forfeited when the You purchase any Product before the end of the free trial period. When You purchase the Product by Subscription, Licensor will charge Your third party payment processing account, including, but not limited to, Your account with the app store or distribution platform (like the Apple App Store, Google Play or the Amazon Appstore) where the App is made available (each, an «App Provider»), for verification, pre-authorization and payment purposes. You may also bear additional charges that Your App Provider, bank or other financial service provider may levy on You as well as any taxes or fees that may apply to Your order. Your order is not binding on Licensor until accepted and confirmed by Licensor. Except as expressly set forth herein, all Fees paid or payable are non-refundable to the maximum extent permitted by law. If You have any concerns or objections regarding charges and Fees, You agree to raise them with Licensor first and You agree not to cancel or reject any credit card or third party payment processing charges unless You have made a reasonable attempt at resolving the matter directly with Licensor. All Fees are payable and charged at the beginning of the Subscription and, because each such Subscription renews automatically for an additional period equal in length to the expiring Subscription term until You cancel it, using the payment information You have provided. If You purchase Your Product by Subscription via an App Provider, You can cancel the renewal of Your Subscription at any time with the App Provider. You must cancel Your Subscription before it renews to avoid the billing of the fees for the next Subscription period. You will not receive a refund for the Fees You already paid for Your current Subscription period and You will continue to have access to the Product ordered until the end of Your current Subscription period. You agree that Licensor may change its pricing terms for Subscriptions at any time. In this case Licensor will notify You before such changes become effective. Changes to the pricing terms will only apply for Subscription renewals after such changed pricing terms have been communicated to You. If You do not agree with the changes to Licensor's pricing terms then You may choose not to renew Your Subscription.
4. You acknowledge and agree that Licensor may vary, update or discontinue Product, Product versions, Product features, Product support and support for third party products (including without limitation operating systems and platforms) from time to time for reasons including but not limited to changes in demand, and technology. Licensor recommends that You always use the latest Product, Product version and/or third party product, as applicable.
5. You are solely responsible for Your compliance with the applicable terms and conditions of any third-party agreements, including without limitation payment of any third party fees, for hardware, software, connectivity and any other third party products and services. You agree that You have not relied on the future availability of any Product or its updates in Your purchasing decision or in entering into the payment obligations with Licensor.
6. You acknowledge and agree that if any claim or proceeding alleging that Your use or possession of the Product in accordance with the terms and conditions of this EULA infringes any third party patent, trademark or copyright is made against You, Licensor alone shall have the right (in its sole discretion) to defend and/or settle any such third party claim or proceedings and/or to initiate counter-proceedings, and to require You to join and co-operate with the defense, settlement and/or counter proceedings at Licensor's reasonable cost.
8. Licensor welcomes Your ideas, suggestions, concepts, or proposals relating to Licensor's products or business ("Feedback"). However, if You provide Feedback to Licensor, You grant Licensor a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon, combining the Feedback with other materials and/or products, distribute copies of, publicly perform, publicly display and otherwise exploit such Feedback, in whole or in part, for any purpose. All Feedback shall be deemed non-confidential to You. You understand and agree that Licensor is not required to make any use of any Feedback that You provide, and if Licensor does, that Licensor is not required to credit or compensate You for Your contribution. You represent and warrant that You have rights in any Feedback that You provide to Licensor sufficient to grant Licensors and other affected parties the rights described above, including, without limitation, intellectual property rights or rights of publicity or privacy.
9. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE PRODUCT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR AND ITS FOUNDERS, SHAREHOLDERS, EXECUTIVES, EMPLOYEES, THIRD-PARTY LICENSORS, SUPPLIERS CONTRIBUTORS OF CERTAIN INCLUDED SOFTWARE, AGENTS AND PARTNERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, AND RELATED CONTENT ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR'S LIABILITY FOR CLAIMS, COSTS, LOSSES, DAMAGES OF ANY KIND OR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR ANY FUNDAMENTAL BREACH OF THIS EULA AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED ONE HUNDRED POUNDS STERLING (£100) OR ITS LOCAL CURRENCY EQUIVALENT. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR DOES NOT WARRANT OR REPRESENT THAT (i) THE PRODUCT WILL MEET YOUR REQUIREMENTS, (ii) THE OPERATION OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR PROPER BACK-UP OF ALL OF ITS DATA AND THAT YOU SHALL TAKE APPROPRIATE MEASURES TO PROTECT SUCH DATA. LICENSOR AND ITS THIRD PARTY LICENSORS ASSUME NO LIABILITY OR RESPONSIBILITY WHATSOEVER IF DATA IS LOST OR CORRUPTED.
10. The Product may operate or interface with software or other technology that Licensor has the rights to use from third parties, which is not proprietary to Licensor, but which Licensor has the necessary rights to include in the Licensor license to You. You agree that (a) You will use such third party software in accordance with this EULA, (b) no third party licensor makes any warranties, conditions, undertakings or representations of any kind, either express or implied, to You concerning such third party software or the Product itself, (c) no third party licensor will have any obligation or liability to You as a result of this EULA or Your use of such third party software, (d) the third party licensor is a beneficiary of this EULA and accordingly may enforce the terms and conditions herein to the extent necessary to protect its rights in relation to the third party software, and (e) such third party software may be licensed under license terms which grant You additional rights or contain additional restrictions in relation to such materials, beyond those set forth in this EULA. For the avoidance of any doubt, such additional rights and/or restrictions apply to the third party software on a standalone basis; nothing in such third party licenses shall affect Your use of the Product in accordance with the terms and conditions of this EULA. Some components of the Product can contain links and include materials and software distributed under conditions of free licensing. In these cases, Licensor does not claim authorship of such software and, to the extent possible makes footnotes showing who owns the author's rights and location of the license agreement covering such software. If the Product contains components distributed under the Mozilla Public License v2.0, the source text of these components and their modifications are available to You at any time in accordance with the terms of such license. The Licensor will not restrict Your right to receive such source text.
11. The Product is offered and available to users who are 16 years of age or older. By using the Product, You represent and warrant that You are of legal age to form a binding agreement with the Licensor and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not use the Product.
12. No breach or obligation of a party shall be waived by any act, omission or knowledge of a party, except by an instrument in writing expressly waiving such breach or obligation and signed by a duly authorized representative of the waiving party. Any waiver on one occasion shall not constitute a waiver on subsequent occasions. The failure of Licensor to insist upon or enforce strict performance by the You of any provision of this EULA or to exercise any right under this EULA shall not be construed as a waiver or relinquishment to any extent of Licensor's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.
13. Licensor shall not be liable for any failure to perform its obligations under this EULA because of circumstances beyond the control of Licensor (Force Majeure), which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government or governmental authority, declarations of governments, laws, court orders, rejection of domain name by a registration company, transportation delays, power failure, computer failure, failure of Your computer system, Licensor' system reasonable downtime for routine maintenance, network problems, telecommunications failure, Your failure to cooperate with the reasonable requests of Licensor, misuse of the Product by You and Your breach of Your obligations.
14. Licensor may amend the terms and conditions of this EULA and/or any documents and policies referenced herein at any time, including without limitation by posting revised terms and conditions on its website at https://collabio.com/app/terms
. Such amended terms and conditions shall be binding upon You with effect from the date of such change. For the avoidance of doubt, such amended terms and conditions shall supersede any prior version of EULA.
15. You may not assign, sub-license, sub-contract or otherwise transfer or deal in any of Your rights or obligations under this EULA without our prior written consent of Licensor. Except as permitted by the foregoing, any attempted assignment or delegation shall be null, void, and of no effect. Licensor may in its sole discretion assign, novate, subcontract or otherwise transfer any of its rights or obligations to any third party.
16. Unless otherwise stated in this EULA a person or entity which is not a party to this EULA has no right to enforce any term or condition of this EULA, and the parties to this EULA do not intend that any third party rights are created by this EULA.
17. You hereby agree that (i) You will comply with all applicable laws, regulations, statutes, prohibitions, or wider measures applicable to Product and/or to either party relating to the adoption, application, implementation, and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures ("Sanctions and Export Control Laws"), (ii) You are solely responsible for ensuring that the Product is used, disclosed and/or transported only in accordance with all applicable Sanctions and Export Control Laws. You warrant that its use and possession of the Product is and will continue to be in accordance with all other applicable laws and regulations. Any breach or suspended breach of this Clause 17 by You shall be a material breach incapable of remedy entitling Licensor to terminate this EULA immediately upon notice to You. In addition, You agree (to the extent permitted by applicable law, and without waiver of Your constitutional, statutory, or other immunities, if any) to indemnify and hold Licensor harmless from and against any claim, proceeding, loss, liability, cost or damage suffered or incurred by Licensor resulting from or related to Your violation of this Clause 17.
18. If any provision of this EULA is determined to be invalid or unenforceable under applicable law, the provision shall be amended and interpreted by an arbitrator or court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this EULA shall continue in full force and effect.
19. This EULA and any other document or information referred to in this EULA constitute the entire and exclusive understanding between You and Licensor regarding the Product and supersede any and all prior and contemporaneous proposals, negotiations, correspondence and agreements, written or oral, between You and Licensor. No representation, promise, inducement or statement of intention has been made by Licensor which is not embodied herein. Any additional or conflicting terms proposed by You or any authorized independent distributor or service provider in any purchase order, request for proposal, acknowledgement, or other writing shall not be binding on Licensor, and are hereby objected to and expressly rejected. If You and Licensor have signed a separate written agreement covering the licensing and use of the Product, the terms and conditions of such signed agreement shall take precedence over any conflicting terms and conditions of this EULA.
20. This EULA shall remain in force until the termination of this EULA in accordance with the terms and conditions herein. This EULA and Your rights under it will terminate immediately if: (i) You fail to pay the Fee to Licensor in accordance with the payment terms; or (ii) You breach any of the terms and conditions of this EULA.
21. All product names, logos, and trademarks referred to in this EULA, the Product and the documentation thereto shall belong to their owners and have been used here in accordance with the provisions of applicable laws. The trademark «Collabio» belongs to Licensor. Nothing in this EULA shall be construed under any circumstances as direct or indirect provision of a license or right to use the trademarks, logos or service marks used herein. Any unauthorized use of these trademarks, logos or service marks without the written permission of their owners is strictly prohibited.
22. Any third party with whom You may contact regarding the purchase of the Product is not appointed by Licensor as its servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide any representation, warranty or guarantee to You or any third party or to translate or modify this EULA in any way on behalf of Licensor or otherwise to bind Licensor in any way whatsoever.
23. The English language version of this EULA shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
24. This EULA shall be interpreted, construed and enforced in all respects in accordance with the laws of the of England and Wales, without regard to conflict of laws principles that would apply the substantive law of another jurisdiction. The parties agree that the UN Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980) shall not apply to this EULA or to any dispute or transaction arising out of this EULA.
25. Each party irrevocably consents and submits to the exclusive jurisdiction of the courts of England and Wales, in connection with any action to enforce the provisions of this EULA, to recover damages or other relief for breach or default under this EULA, or otherwise arising under or by reason of this EULA. Nothing in this Clause 25 shall limit the right of Licensor to initiate proceedings against You in any court of competent jurisdiction where deemed necessary by Licensor to (i) protect its confidential information, (ii) protect its intellectual property rights, and/or (iii) recover overdue payments.
26. Any notices required to be given to Licensor or any questions concerning this EULA, or any questions, complains or claims, should be addressed to XCDS INTERNATIONAL LIITED, 53 Pont Street, Knightsbridge, London, SW1X 0BD, United Kingdom with a copy to firstname.lastname@example.org
27. If the Product that You use is an Application, downloaded from Apple App Store ("Apple Application"):
a) the license granted to You for the Apple Application under the terms of this EULA is additionally limited to a non-transferable license to use the Apple Application on any Apple-branded Products that You own or control and as permitted by the "Usage Rules" set forth in the "App Store Terms of Service", except that such Apple Application may be accessed and used by other accounts associated with You as a purchaser via "Family Sharing" or volume purchasing;
b) Licensor and You acknowledge and agree that: i) Apple Inc. ("Apple") has no obligation at all to provide any support or maintenance services in relation to the Apple Application. If You have any maintenance or support questions in relation to the Apple Application, please contact Licensor, not Apple, using the contacting details in this EULA; ii) although this EULA is entered between Licensor and You (and not Apple), Apple and Apple's subsidiaries are third party beneficiaries of the EULA, and that, upon Your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against You as a third party beneficiary thereof; iii) in the event of any third party claim that the Apple Application or Your possession and use of that Apple Application infringes that third party's intellectual property rights, Licensor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; and iv) this EULA is concluded between Licensor and You only, and not with Apple, and Licensor, not Apple, are solely responsible for the Apple Application and the content thereof. This EULA may not provide for usage rules for Apple Applications that are in conflict with the actual "App Store Terms of Service";
c) Licensor and You also acknowledge and agree that except as otherwise expressly set out in this EULA, Licensor, not Apple, is responsible for addressing any claims from You or any third party relating to the Apple Application or Your possession and/or use of that Apple Application, including, but not limited to: (i) product liability claims; (ii) any claim that Apple Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation;
d) You represent and warrant that: i) You are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and ii) You are not listed on any US Government list of prohibited or restricted parties;
e) You must comply with applicable third party terms of agreement when using Your Apple Application;
f) Licensor is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this EULA. In the event of any failure of the Apple Application to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the Apple Application to You; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor's sole responsibility.
In the event of any conflict between the provisions of this Clause 27 and the provisions of any Clauses of this EULA, the provisions of this Clause 27 shall prevail.
28. The following Clauses shall survive any termination or expiration of this EULA: 1, 2, 7, 9, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 26, 27, 28.