End User Licence Agreement

Please read this EULA carefully, as it sets out the basis upon which we license the Licensed Application for use.

Before you download the Licensed Application from an App Store, we will ask you to give your express agreement to the provisions of this EULA.

1.       Definitions & Interpretation

1.1    Except to the extent expressly provided otherwise, in this EULA:

"App Store" means the online sales and distribution platform operated by a third party by means of which the User obtained the Licensed Application;

"App Store Terms and Conditions" means the terms and conditions of the App Store that set out any rights and/or obligations of the User in relation to the Licensed Application and/or any of the Services;

Apple” means Apple Inc and its subsidiaries;

"Effective Date" means the date upon which the User downloads the Licensed Application from an App Store;

"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;

"Export Laws" means all applicable laws restricting and/or regulating:

(a)    the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information; and/or

(b)    the import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the community platform and associated services that are made available by the Licensor to the User as a service via the internet and may be accessed and used by means of the Licensed Application;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Licensed Application" means the Squad Social app;

"Licensor" means Squad Systems Limited, a company incorporated in England and Wales (registration number 11500034) having its registered office at Flat 4, 111 Gosset Street, London E2 6NP;

"Maintenance Services" means the supply to the User of Updates and Upgrades;

"Platform" means the platform managed by the Licensor and used by the Licensor to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

Privacy Policy” means the Licensor’s Privacy Policy as amended from time to time;

"Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;

"Source Code" means the Licensed Application code in human-readable form or any part of the Licensed Application code in human-readable form, including code compiled to create the Licensed Application or decompiled from the Licensed Application, but excluding interpreted code comprised in the Licensed Application;

"Support Services" means support in relation to the use of the Licensed Application and the identification and resolution of errors in the Licensed Application, but shall not include the provision of training services whether in relation to the Licensed Application or otherwise;

"Term" means the term of this EULA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

Terms of Service” means the Licensor’s Terms of Service in relation to the Hosted Services as amended from time to time;

"Update" means a hotfix, patch or minor version update to the Licensed Application;

"Upgrade" means a major version upgrade of the Licensed Application; and

"User" means the person to whom the Licensor grants a right to use the Licensed Application under this EULA.

1.2    In this EULA, a reference to a statute or statutory provision includes a reference to:

(a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)    any subordinate legislation made under that statute or statutory provision.

1.3    The Clause headings do not affect the interpretation of this EULA.

1.4    In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

 

2.       Term

2.1    This EULA shall come into force upon the Effective Date.

2.2    This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 18 or any other provision of this EULA.

3.       App Stores (Generally)

3.1    The User acknowledges that, in addition to this EULA, the App Store Terms and Conditions shall apply to the use of the Licensed Application and the other matters contemplated in this EULA.

3.2    In the event of any conflict between this EULA and the App Store Terms and Conditions, the provisions of the App Store Terms and Conditions shall take precedence.

3.3    Those provisions of the App Store Terms and Conditions that impose obligations and/or liabilities on the User in relation to the Licensed Application and/or the Services excluding those relating to payments are hereby incorporated into this EULA for the benefit of the Licensor, and as such shall be enforceable by the Licensor against the User.

3.4    For the avoidance of doubt, the following matters shall be governed by the provisions of the App Store Terms and Conditions: the amounts payable by the User in respect of this EULA; the methods of payment to be used by the User; and any rights of the User to cancel this EULA and received any refunds of amounts paid in respect of this EULA.

3.5    The User acknowledges that the operator of the App Store has rights under the App Store Terms and Conditions which may affect the exercise of the User's rights under this EULA. Subject to Clause 15.1, the Licensor will not be in breach of this EULA as a result of, and will not be liable to the User in respect of any loss or damage arising out of, the operator's exercise of its rights under the App Store Terms and Conditions.

4.       Apple App Store

4.1    This Clause 4 is included to comply with Apple’s minimum terms for developers’ end user licence agreements and will apply if the Licensed Application is downloaded from the Apple App Store.

4.2    The Licensor and the User acknowledge that this EULA is concluded between the Licensor and the User only, and not with Apple. The Licensor acknowledges that the Licensor, and not Apple, is solely responsible for the Licensed Application and the content of the Licensed Application.

4.3    The Licensor is solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in this EULA, or as required under applicable law. The Licensor and the User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

4.4    The Licensor is solely responsible for warranties in relation to the Licensed Application (if any), whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Licensed Application to conform to any applicable warranty, the User may notify Apple, and Apple will refund the purchase price for the Licensed Application to the User. To the maximum extent permitted by applicable law, Apple will have no other  warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Licensor’s sole responsibility.

4.5    The Licensor and the User acknowledge that the Licensor, not Apple, is responsible for addressing any claims of the User or any third party relating to the Licensed Application or the User’s possession and/or use of the Licensed Application, including, but not limited to:

(a)    product liability claims;

(b)    any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and

(c)    claims arising under consumer protection or similar legislation.

4.6    The Licensor and the User acknowledge that in the event of any third party claim that the Licensed Application or the User’s possession and use of the Licensed Application infringes that third party’s intellectual property rights, the Licensor, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

4.7    The User represents and warrants that:

(a)    the End User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

(b)    the End User is not listed on any U.S. Government list of prohibited or restricted parties.

4.8    Any User questions, complaints, or claims with respect to the Licensed Application should be directed to the Licensor using the contact details shown in Clause 21.

4.9    The User must comply with applicable third party terms of agreement (if any) when using the Licensed Application.

4.10  The Licensor and the User acknowledge and agree that Apple are third party beneficiaries of this EULA, and that, upon the User’s 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 this EULA against the User as a third party beneficiary of this EULA.

5.       Licence

5.1    The Licensor hereby grants to the User from the date of supply of the Licensed Application to the User a non-exclusive, worldwide and perpetual licence to perform, display and use the Licensed Application on any device which can download apps from the App Store, subject to the limitations and prohibitions set out and referred to in this Clause 5.

5.2    The User may also permit members of the User's App Store family group to use the Licensed Application in accordance with this Clause 5 and the rules relating to family groups implemented in the App Store and/or set out in the App Store Terms and Conditions.

5.3    The User may not sub-license and must not purport to sub-license any rights granted under Clause 5.1, save to the extent expressly provided otherwise in this EULA.

5.4    Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 5 shall be subject to the following prohibitions:

(a)    the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Licensed Application;

(b)    the User must not alter, edit or adapt the Licensed Application; and

(c)    the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Licensed Application.

6.       Source Code

Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

7.       Hosted Services

7.1    The User’s access to, and use of, the Hosted Services are conditional on the User registering an account using the Licensed Application and subject to the Terms of Service. In the event of any conflict between this EULA and the Terms of Service, this EULA shall take precedence.

7.2    The Licensor shall use reasonable endeavours to maintain the availability of the Hosted Services to the User but does not guarantee 100% availability.

7.3    The User must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

7.4    The User must not use the Hosted Services:

(a)    in any way that is unlawful, illegal, fraudulent or harmful; or

(b)    in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

7.5    All the limitations and exclusions of liability and warranties, and the special acknowledgements by the User, that are set out in this EULA and expressed to relate to the Licensed Application shall apply in respect of the Hosted Services in addition to the Licensed Application.

8.       Maintenance Services

8.1    The Licensor may from time to time during the Term provide the Maintenance Services to the User, but shall have no obligation to do so under this EULA.

8.2    The User must apply to the Licensed Application each Update made available by the Licensor through the Maintenance Services.

8.3    If the User does not apply an Update to the Licensed Application, then the User shall cease to have any right to use the Licensed Application until such time as it does so. The User acknowledges that the Licensor may use technical measures to enforce this Clause 8.3.

8.4    The User acknowledges that the supply and licensing of Upgrades may, at the discretion of the Licensor, be subject to additional payments and/or additional terms and conditions.

9.       Support Services

9.1    From time to time during the Term the Licensor may provide Support Services to the User, but the Licensor shall have no obligation to do so under this EULA.

9.2    The User acknowledges and agrees that the Licensor gives no warranties or guarantees in relation to the outcome of the Support Services and, in particular, issues identified through the Support Services may only be resolved upon with an Update or Upgrade or, at the discretion of the Licensor, not at all.

10.    Privacy policy

Any personal data that the User supplies to the Licensor under or in connection with this EULA shall be processed in accordance with the Privacy Policy, which can be viewed at [URL].

11.    No assignment of Intellectual Property Rights

Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

12.    Suspension of Services

The Licensor may suspend the provision of any or all of the Services if any amount due to be paid by the User to the Licensor under this EULA is overdue.

13.    User indemnity

The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA.

14.    Warranties

14.1  The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

14.2  The Licensor warrants to the User that the Licensed Application, when used by the User in accordance with this EULA, will not infringe the Intellectual Property Rights of any person.

14.3  If the Licensor reasonably determines, or any third party alleges, that the use of the Licensed Application by the User in accordance with this EULA infringes any person's Intellectual Property Rights, the Licensor may at its own cost and expense:

(a)    modify the Licensed Application in such a way that it no longer infringes the relevant Intellectual Property Rights; or

(b)    procure for the User the right to use the Licensed Application in accordance with this EULA.

14.4  The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.

14.5  All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

15.    Acknowledgements and warranty limitations

15.1  The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Licensed Application will be wholly free from defects, errors and bugs.

15.2  The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Licensed Application will be entirely secure.

15.3  Except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Licensed Application or the use of the Licensed Application by the User will not give rise to any legal liability on the part of the User or any other person.

16.    Limitations and exclusions of liability

16.1  Nothing in this EULA will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law,

        and, if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.

16.2  The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this EULA:

(a)    are subject to Clause 16.1; and

(b)    govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.

16.3  The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

16.4  The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

16.5  The Licensor will not be liable to the User in respect of any loss of revenue or income.

16.6  The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

16.7  The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

16.8  The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

16.9  The liability of the Licensor to the User under this EULA in respect of any event or series of related events shall not exceed the total amount paid and payable by the User to the Licensor under this EULA in the 12 month period preceding the commencement of the event or events.

16.10 The aggregate liability of the Licensor to the User under this EULA shall not exceed the the total amount paid and payable by the User to the Licensor under this EULA.

17.    Termination

17.1  The Licensor may terminate this EULA by giving to the User written notice of termination upon termination of the User’s rights to use the Hosted Services in accordance with the Terms of Service.

17.2  The User may terminate this EULA by giving to the Licensor written notice.

17.3  Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)    the other party commits any material breach of this EULA, and the breach is not remediable;

(b)    the other party commits a material breach of this EULA, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c)    the other party persistently breaches this EULA (irrespective of whether such breaches collectively constitute a material breach).

17.4  Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)    the other party:

(i)     is dissolved;

(ii)    ceases to conduct all (or substantially all) of its business;

(iii)    is or becomes unable to pay its debts as they fall due;

(iv)   is or becomes insolvent or is declared insolvent; or

(v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA); or

(d)    if that other party is an individual:

(i)     that other party dies;

(ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)    that other party is the subject of a bankruptcy petition or order.

17.5  The Licensor may terminate this EULA immediately by giving written notice to the User if:

(a)    any amount due to be paid by the User to the Licensor under this EULA is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)    the Licensor has given to the User at least seven days' written notice, following the failure to pay, of its intention to terminate this EULA in accordance with this Clause 17.5.

18.    Effects of termination

18.1  Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 4, 6, 13, 16, 18, 19, and 20.

18.2  Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.

19.    General

19.1  No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

19.2  If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3  This EULA may not be varied except by a written document signed by or on behalf of each of the parties.

19.4  The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any successor to any third party, providing that, if the User is a consumer, such action does not serve to reduce the guarantees benefiting the User under this EULA. The User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.

19.5  This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

19.6  This EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.7  This EULA shall be governed by and construed in accordance with the law of England and Wales.

19.8  The courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

20.    Export control

20.1  The User acknowledges that materials and/or information supplied to the User under this EULA may be subject to the Export Laws.

20.2  The User must comply with the Export Laws insofar as they affect materials and information supplied to the User under this EULA.

20.3  Without prejudice to the generality of Clause 20.2, the User:

(a)    must not import, export, supply, disclose, transfer or transmit any materials or information supplied to the User under this EULA if such import, export, supply, disclosure, transfer or transmission would contravene any embargo or exclusion list applying under the Export Laws; and

(b)    must, where applicable, obtain all licences and consents required under the Export Laws for any import, export, supply, disclosure, transfer or transmission by or on behalf of the User of materials or information supplied to the User under this EULA.

21.    Contact

21.1  The Licensor can contacted:

(a)    via the contact us page on the Licensed Application;

(b)    by email, using support@squad.social;

(c)    by post, to Squad Systems Limited, 111 Gosset Street London E2 6NP.

21.2  The Licensor may notify changes to the above contact details from time to time by notice on the Licensor’s website or via the Licensed Application.

 

Last revised: 10 January 2019

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