Important - Please read this agreement carefully
LRQA Group Limited (“LRQA”) IS WILLING TO LICENSE THIS SOFTWARE TO YOU AND ALLOW YOU TO USE THE SOFTWARE AS CONTEMPLATED HEREIN ONLY UPON THE CONDITION THAT YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS END-USER LICENCE AGREEMENT (“EULA”).
BY ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE YOU CONFIRM YOUR IMMEDIATE, AUTOMATIC AND UNQUALIFIED ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EULA, WHICH WILL BE BINDING ON, AND ENFORCEABLE AGAINST YOU BY LRQA.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, THEN LRQA IS NOT WILLING TO LICENSE ANY OF THE SOFTWARE TO YOU OR TO ALLOW YOU TO USE ANY OF THE SOFTWARE. IN SUCH A CASE:
(a) DO NOT DOWNLOAD, INSTALL OR USE ANY SOFTWARE
(b) IF YOU HAVE ALREADY ACQUIRED THE SOFTWARE, RETURN THE SOFTWARE FOR A PRO-RATED REFUND OR, IF THE SOFTWARE IS SUPPLIED AS PART OF AN LRQA PRODUCT, RETURN THAT LRQA PRODUCT FOR A REFUND, AND
(c) IF YOU HAVE ALREADY INSTALLED THE SOFTWARE ON A COMPUTING DEVICE, DELETE THE SOFTWARE FROM THAT COMPUTING DEVICE.
1.1 “Agreement” or “EULA” means this End User License Agreement, including any Schedule attached hereto.
1.2 “Computing Device” means any electronic and/or computing device that is capable of running the LRQA Software.
1.3 “Confidential Information” means
- the Software and any portions, components or sub-files thereof;
- the structure, sequence, internal design and organization of the Software and the concepts, methods of operations and ideas disclosed therein, together with all associated interface information;
- any trade secrets relating to the Software;
- any tangible items marked "confidential" or with a similar designation by LRQA or any of its distributors or other representatives or Developer or by any Third Party Licensor, and/or any information disclosed visually or verbally and identified by LRQA or any such distributor or other representative or Developer as confidential at the time of disclosure; and
- the terms and conditions of this Agreement.
1.4 “Developer” means SightCall Limited, a UK corporation on behalf of itself and its Affiliates with its principal place of business at Spaces, 307 Euston Rd, London, NW1 3AD, United Kingdom.
1.5 “Intellectual Property” means any patents, patent rights, trademarks, service marks, registered designs, topography and semiconductor mask work rights, applications for any of the foregoing, copyrights, know-how, unregistered design rights, trade secrets and any other similar protected rights in any country.
1.6 “Licensed Purpose” means the purposes for which you are authorised to use the Software pursuant to clause 2.1.
1.7 “party” means each of You and LRQA, and “parties” means both You and LRQA.
1.8 “person” includes an individual, a sole proprietor, a partnership, a corporation, a trust, a syndicate, a joint venture and any other business or legal entity of any nature or kind whatsoever.
1.9 “Software” means, collectively, the Developer Software and the Third Party Software, and includes:
- all of the contents of the files, disk(s), CD-ROM(s) or other media or downloads of any of the Software which are installed on any Computing Device (including firmware), or which are otherwise made available online by LRQA or any Third Party Licensor including:
- all LRQA or Third Party Licensor computer information or software; and
- any and all related instructional or supplementary documentation in human or machine-readable form supplied or otherwise made available by LRQA or any Third Party Licensor; and
- all Upgrades in respect of which You have paid the applicable license, subscription, maintenance and/or support fee(s).
1.10 “use” or “using” includes downloading, installing or copying any of the Software, running any of the Software, or otherwise benefiting from the functionality of any of the Software and/or any Computing Device on which any of the Software has been installed or has otherwise been incorporated.
1.11 “User Account” means an account created for You by LRQA to enable Your access to and use of the Software.
1.12 “Upgrades” means all upgrades, modified versions, updates, additions and copies of any Software (including related documentation) which are provided, installed or made available online or otherwise by LRQA or any Third Party Licensor.
1.13 “Developer Software” means the software developed by Developer and provided by LRQA as per this Agreement.
- Limited License
2.1 LRQA hereby grants to You, during the term of this Agreement, a worldwide, non-transferable, non-exclusive, revocable, royalty-free limited license to use the Software on Computing Devices owned by You or under Your control and subject always to Your compliance with the terms of this Agreement, solely during the period of validity of your account or licence and for the purposes:
- where you are a customer of LRQA, of enabling You to interact with LRQA in order to receive services purchased by You from LRQA, but for no other purpose; or
- where you are an employee or contractor of LRQA, of LRQA’s own business, including the supply of its products and services to its customers, but for no other purpose.
2.2 You may not:
- use the Software on any Computing Device for which You does not have a valid license key/release key from LRQA; or
- use, or allow the use of, the Software on more than one Computing Device at any one time.
2.3 Any use of the Software which is not expressly authorized by this Agreement is strictly prohibited. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement, in no event may You do any of the following or permit any third party to do any of the following:
- transfer, assign or sublicense any of Your license rights to any other person; or
- distribute, license, sublicense, rent, lease or sell the Software or any portion thereof as a standalone product - any such distribution, license, sublicense, rent, lease or sale shall be null and void; or
- share any licence key or password issued to you or circumvent in any manner whatsoever the activation process that needs to be followed in order to use the Software as authorized by this Agreement; or
- make error corrections to or otherwise modify or adapt the Software or any portion thereof; or
- reverse engineer, decrypt, disassemble or decompile the Software or any portion thereof, or otherwise reduce the Software of any portion thereof to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this prohibition; or
- create any derivative works based upon the Software or any portion thereof or take any actions that would cause the Software or any portion thereof to become subject to the GPL, the LGPL or any other open source license (unless that portion is already expressly subject to the GPL, the LGPL or any other open source license, as expressly noted in any Third Party Software License Agreement); or
- use the Software or any portion thereof for any purpose not expressly licensed under this EULA, or (without limitation) to perform services for third parties outside the scope of those licences , whether on a service bureau or time sharing basis or otherwise, without the prior express written consent of LRQA.; or
- use any Software or permit any Software to be used other than pursuant to a current and valid User Account and as an end-user of a finished ‘off the shelf’ product.
2.4 The Software is licensed, not sold, and is protected by the copyright laws of the United States and other countries and by international treaty provisions. All right, title and interest in and to the Software and any copies thereof, regardless of form or media, shall remain solely with Developer or the Third Party Licensors, as the case may be. Except as expressly provided herein, this Agreement does not grant You any rights under any of Developer’s or any Third Party Licensor’s patents, copyrights, trade secrets, trademarks or other Intellectual Property rights. Developer and each Third Party Licensor retain all rights not explicitly granted herein. Further details of Third Party Licensor’s whose software is incorporated in or used by the Software are available upon request. However, for the avoidance of doubt, your sole right and licence to use the Software (including the Developer and Third Party Software) for the Licensed Purpose is that granted to you by LRQA under this Agreement and, without prejudice to their ability to enforce their intellectual property rights against You, this Agreement does not create any contractual relationship between You, the Developer or any Third Party Licensor.
2.5 User access is only valid for the period of time stated by LRQA at the time of grant. Once such period of time expires then that User access will become invalid and You will no longer be able to use the Software.
3.1 Notwithstanding any other provision of this Agreement:
- You have no license or other right to use any Upgrade unless You, at the time of acquiring that Upgrade, already hold a current, valid User Account to use the Software that is the subject of that Upgrade.; and
- You shall not use any Upgrade in any manner that is different from its use of the Software that was the subject of that Upgrade, unless You are otherwise validly licensed to use that Upgrade and comply with Section 3.1(a).
- Audit rights and indemnity.
4.1 You shall, within thirty (30) days following Your receipt of written request from LRQA, fully document and certify all uses of the Software that You have made within the period of twelve (12) months prior to the date of receipt of such request. In addition, You shall, upon reasonable advance written notice and during normal business hours, provide access and allow LRQA or any LRQA representative to inspect Your books, records and computer systems strictly in order to confirm Your compliance with this Agreement.
4.2 In the event that any such request response or audit determines that You are or were using the Software in a manner that exceeds or exceeded Your license rights, You shall immediately cease such use and pay to LRQA on demand any amount(s) that are required to rectify such excessive use. This remedy shall be in addition to, and not in lieu of, any other right or remedy that LRQA may have pursuant to this Agreement or otherwise with respect to such excessive use.
4.3 In the event that any such request response or audit determines that You are otherwise not in compliance with this Agreement, this Agreement shall immediately terminate as contemplated in Section 10.1. Such termination shall be in addition to, and not in lieu of, any other right or remedy that Vendor or LRQA may have pursuant to this Agreement or otherwise with respect to such non-compliance.
4.4 You shall indemnify LRQA and save LRQA harmless from and against any and all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) that arise out of or are attributable in any manner whatsoever to any non-compliance on the part of You or those for whom it is in law responsible with any provision of this Agreement.
- Confidential Information
You shall not disclose to any third party, or use for any purpose not expressly permitted herein, any Confidential Information. You agree to take all reasonable measures to protect the Confidential Information and to prevent unauthorized disclosure thereof, which measures shall be at least as stringent as those measures You take to protect its own confidential information of like kind and which shall in no event be less than would be taken by a prudent business person in similar circumstances. Notwithstanding the foregoing, all Confidential Information, any and all documents and other tangible material and/or objects containing or representing Confidential Information and any and all copies thereof shall be and always remain the property of LRQA, Developer, or the Third Party Licensors, as the case may be.
- Representations and warranties
6.1 LRQA warrants that the LRQA Software will perform in substantial conformance to the applicable published specifications for that LRQA Software for a period of 12 months from the date of shipment from LRQA or from the date of downloading by You, whichever is earlier, provided that:
- the LRQA Software remains unmodified by anyone other than Developer;
- the LRQA Software is and has always been operated under normal and proper conditions on the Computing Device on which that LRQA Software is licensed to be used;
- the LRQA Software has not been used in any manner for which it was not designed;
- the LRQA Software has not been used with any unauthorized software, hardware or third party equipment;
- You are not in breach of this Agreement; and
- notice of any claim under this limited warranty is received in writing by LRQA within the 12 month limited warranty period.
6.2 Your sole and exclusive remedy (at law, in equity or otherwise), and the sole and entire responsibility and liability of LRQA and Developer, with respect to any claim under the limited warranty set forth in Section 6.1, is for LRQA to use commercially reasonable efforts to bring the non-warranty-compliant LRQA Software into substantial conformance with its published specifications as quickly as reasonably possible under the circumstances.
6.3 ALL THIRD PARTY SOFTWARE INCORPORATED IN THE LRQA SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY NATURE OR KIND WHATSOEVER SAVE THAT ITS INTEGRATION INTO THE LRQA SOFTWARE AND USE OF THE LRQA SOFTWARE INCORPORATING IT DOES NOT BREACH THE RIGHTS OF THE THIRD PARTY OWNER.
6.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT ONLY TO THE LIMITED WARRANTIES IN SECTIONS 6.1 , LRQA, DEVELOPER AND THE THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, NEITHER DEVELOPER NOR LRQA NOR ANY THIRD PARTY LICENSOR REPRESENTS OR WARRANTS THAT THE FUNCTIONALITY OF THE SOFTWARE WILL SATISFY ANY OR ALL OF YOUR REQUIREMENTS, THAT THE SOFTWARE WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PRODUCTS PROVIDED BY THIRD PARTIES, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED. SOFTWARE UPGRADES, IF ANY, WILL BE PROVIDED AT THE SOLE DISCRETION OF DEVELOPER. YOU ACKNOWLEDGES AND AGREES THAT SOFTWARE IN GENERAL IS NOT ERROR-FREE, AND THAT THE EXISTENCE OF MINOR ERRORS OR DEFECTS IN THE SOFTWARE DOES NOT MEAN THAT THE SOFTWARE DOES NOT PERFORM IN SUBSTANTIAL CONFORMANCE WITH ITS APPLICABLE PUBLISHED SPECIFICATIONS. NEITHER LRQA NOR DEVELOPER NOR ANY THIRD PARTY LICENSOR SHALL BE RESPONSIBLE FOR THE RECONSTRUCTION OF ANY CORRUPTED OR LOST DATA FILES.
- No liability for indirect damages.
REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT UNDER THIS AGREEMENT OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LRQA, DEVELOPER OR ANY THIRD PARTY LICENSOR HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER, ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OF, DELAY IN USING OR INABILITY TO USE THE SOFTWARE, ANY CONFIDENTIAL INFORMATION AND/OR ANY COMPUTING DEVICE, INCLUDING BUT NOT LIMITED TO LOST OR CORRUPTED DATA OF YOURS OR ANY THIRD PARTY, LOST PROFITS OR LOST GOODWILL, BUSINESS INTERRUPTION OR LOSS OF INFORMATION, FAILURE TO REALIZE SAVINGS, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY THIRD PARTY, EVEN IF LRQA, DEVELOPER OR ANY THIRD PARTY LICENSOR MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR EVEN IF SUCH LOSSES OR DAMAGES WERE REASONABLY FORESEEABLE.
- Limited liability for direct damages.
REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT UNDER THIS AGREEMENT OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF LRQA, DEVELOPER AND THE THIRD PARTY LICENSORS FOR YOUR DIRECT DAMAGES ARISING OUT OF OR RESULTING IN ANY MANNER WHATSOEVER FROM THIS AGREEMENT AND/OR YOUR USE OF, DELAY IN USING OR INABILITY TO USE THE SOFTWARE, ANY CONFIDENTIAL INFORMATION AND/OR ANY COMPUTING DEVICE, INCLUDING WITHOUT LIMITATION ANY UNCURED MATERIAL DEFAULT, BREACH OR FAILURE ON THE PART OF LRQA, DEVELOPER OR ANY THIRD PARTY LICENSOR UNDER THIS AGREEMENT, SHALL IN NO EVENT EXCEED TEN (£10) BRITISH POUNDS STERLING.
- Fundamental understanding regarding risk allocation.
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
- General provisions.
10.1 You shall not assign or otherwise transfer this Agreement or any of its rights and/or obligations hereunder, whether in whole or in part, including by operation of law, without the prior express written consent of LRQA.
10.2 You hereby acknowledge that Your breach of this Agreement may cause irreparable harm and significant injury to LRQA and/or Developer and/or one or more of the Third Party Licensors in an amount that may be difficult to ascertain and for which a remedy at law may be inadequate. Accordingly, You agree that, in addition to any other rights and remedies it may have, LRQA and Developer shall have the right to seek injunctive relief in any court of competent jurisdiction to enforce Your obligations under this Agreement.
10.3 This Agreement shall be construed and governed exclusively by the laws of England & Wales. The parties consent to the non-exclusive jurisdiction of the English Courts, and agree that, except for requests for injunctive relief pursuant to Section 10.2, venue shall lie exclusively in England. THE PARTIES EXCLUDE IN ITS ENTIRETY THE APPLICATION TO THIS AGREEMENT OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
10.4 When any notice is required or authorized hereunder, such notice shall be given in writing by recognized delivery service or personal delivery addressed to the other party. Notices shall be sent to You at the address set forth in the Purchase Order and to LRQA at 1, Trinity Park, Bickenhill Lane, Birmingham B37 7ES and to Developer at 307 Euston Road, 3rd Floor, LONDON, NW1 3AD, United Kingdom . Either party may change its address for notice hereunder by providing the other party with ten (10) days written notice thereof. Notices shall be effective upon receipt by the recipient.
10.5 The original of this Agreement has been written in the English language, and the governing language of this Agreement shall be English. You hereby waive and agree not to assert any right to have this Agreement written in the language of Your place of residence.
10.6 A waiver of any default hereunder or of any of the terms or conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided at law or in equity.
10.7 In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar intent and effect shall be substituted for such invalid, illegal or unenforceable provision.
10.8 This Agreement constitutes the entire agreement between the parties, with respect to the license of the Software and the other subject matter of this Agreement, and supersedes and terminates all other prior and/or contemporaneous verbal and/or written agreements and understandings with respect thereto. No modifications to this Agreement shall be enforceable except when in writing and signed by an authorized signatory of the party to be bound thereby. Without limiting the generality of the foregoing, the terms and conditions of any purchase order or other document submitted by You to LRQA or to any LRQA distributor or other representative shall not be binding on LRQA unless definitively accepted in writing by LRQA.
10.9 You represent and warrant that:
- You are not located in a country that is subject to a UK, EU or U.S. Government embargo or sanction, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
- You are not listed on any U.S. Government list of prohibited or restricted parties.
10.10 LRQA bears no responsibility and/or liability for obtaining opt-in consent for the use of sensitive personal data should You use the Software to acquire, distribute, and/or store sensitive personal data.
10.11 THIS AGREEMENT SHALL IMMEDIATELY AND AUTOMATICALLY BE EFFECTIVE AND ENFORCEABLE UPON ANY DOWNLOADING OF ANY OF THE SOFTWARE, ANY INSTALLATION OF ANY OF THE SOFTWARE ON ANY COMPUTING DEVICE, OR ANY USE OF ANY OF THE SOFTWARE. It shall not be a requirement to the effectiveness and enforceability of this Agreement that any You or LRQA or Developer execute this Agreement.
Notices and additional terms
Developer terms & conditions: https://sightcall.com/terms-conditions
Developer CCPA policy: https://sightcall.com/ccpa-policy
Developer acceptable use policy: https://sightcall.com/acceptable-use-policy
Developer open source licences: https://sightcall.com/open-source-licenses/