End User Licence Agreement

Keepabl End User Licence Agreement

Version 2_4 last updated 021219

PLEASE READ THIS END USER LICENCE AGREEMENT (‘EULA’) CAREFULLY. BY SIGNING IT, CLICKING ‘I AGREE’ OR INSTALLING, ACCESSING OR OTHERWISE USING ANY PART OF KEEPABL’S SOFTWARE-AS-A-SERVICE, OTHER SOFTWARE OR DOCUMENTS (‘SERVICE’), YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, DO NOT PROCEED WITH THE INSTALLATION AND DO NOT USE THE SOFTWARE.  ‘KEEPABL’ MEANS KEEPABL LTD, INCORPORATED IN ENGLAND, COMPANY # 11043685, REGISTERED OFFICE 86-90 PAUL STREET, LONDON EC2A 4NE, VAT # 281 5220 22.

Keepabl is providing you with the Services under a separate agreement between you (or a third party such as your employer) and either Keepabl or a member of the Keepabl group (‘Keepabl Group Entity’) or one of Keepabl’s licensees or resellers (‘Partner’) (in each case a ‘Parent Agreement’). If your Parent Agreement is with a Keepabl Group Entity, the Parent Agreement will take priority over this EULA to the extent of any conflict. If your Parent Agreement is with a Partner, this EULA will take priority over the Parent Agreement to the extent of any conflict regarding the subject matter set out herein; however, for the avoidance of doubt, nothing in this EULA otherwise affects any rights or obligations you may have under your Parent Agreement against or to the relevant Partner. No competitor to Keepabl, including any person whose business, product or service in any way is competitive with, a substitute for or alternative to all or any part of the Services, and no employee of any person, may enter into this EULA, a Parent Agreement, or otherwise access or use the Services. The consideration for this EULA is the parties’ rights and obligations in this EULA.

  1. Intellectual Property Ownership

The Services, including any software or SaaS solution (‘Software’), and any document and accompanying material (printed or otherwise) provided by Keepabl (the ‘Materials’), and all copies of the Software and Materials, are protected by copyright, trademark, trade secret and other intellectual property laws and international treaty provisions. All copyright and other intellectual property rights in the Services and any copies thereof in any medium are owned by Keepabl or its licensors and you have no right in or to the Services or such copies other than as set out in this EULA.

  1. Licence

Provided that you comply with this EULA and your Parent Agreement at all times, Keepabl grants you a non-exclusive, non-sublicensable and non-transferable licence to: access the Services as you are authorized to do under your Parent Agreement and in so far as the same are supported under your Parent Agreement; and to use the Services only in accordance with this EULA and any instructions from Keepabl, provided that all use of such copies is for the intended use of the Services. If you are a business customer, you may provide the Services to such number of your employees, contractors, agents and consultants as are allowed under your Parent Agreement provided that their use is at all times subject to this EULA and for the intended use of the Services. The licence in this Clause 2: is worldwide, provided that you must not use or export the Services in or to any jurisdiction contrary to the export laws of the United Kingdom, United States of America or any other applicable export or other law or regulation in any jurisdiction; and is limited to use on computer(s) or mobile device(s), and with operating systems and other software, in each case then-approved as compatible and interoperable by Keepabl.  You agree not to copy, reverse engineer or decompile the Software, nor to translate, modify, rent, lease, sublicence, distribute copies of, adapt, or create derived works based on the Software or Materials. This is without prejudice to your rights to make a back-up copy of or decompile the Software in the circumstances provided by sections 50A and 50B of the Copyright, Designs and Patents Act 1988 (or similar rights under any applicable law which may not be excluded by contract).

  1. Permitted Use

You will not use the Services to provide bureau services, to make any communication or call, or transmit, distribute or store any data or material that is in whole or in part: a hoax, obscene, defamatory, an illegal threat, or is in any way in violation of any applicable law or regulation; in violation of any third party right, including intellectual property rights; automated or unsolicited communications or communication broadcast or blasting unless in accordance with all applicable laws; or any computer code, file or program (including viruses, Trojan horses and worms) that, whether designed to or not, controls, interrupts, limits or destroys the functionality of computer or telecommunications software or hardware in a harmful or unauthorised manner.

  1. Support

We may need to suspend the Services from time to time for scheduled or emergency maintenance and shall provide as much notice as is reasonably practicable of the same.  We reserve the right not to support any version of any Software that has been superseded by a new version from one (1) year after the date the new version is available and your continued use of a superseded version is entirely at your own risk.

  1. Parent Agreements

If you receive the Services under a Parent Agreement: all invoicing and support shall be provided by the counter-party to that agreement; you agree that we may suspend or terminate this EULA (a) if we have not received any due payment from that counterparty under the agreement by which they are authorised to enter into your Parent Agreement, and (b) on the instructions of that counter-party, in each case without liability to you; and you agree that, if we are entitled to terminate this EULA, we may instead, in our sole discretion, suspend the Services for all or part of the period during which such right exists, without liability and without prejudice to or waiving our rights to terminate.

  1. Termination & Suspension

If the Parent Agreement terminates, this EULA will terminate immediately and Keepabl shall have no liability to you for the same. Keepabl may also terminate this EULA immediately due to any material breach by you of this EULA or if you are declared bankrupt, have a receiver or administrative receiver appointed over yourself, all or any part of your assets, business or undertaking or pass a resolution for winding up (other than for a bona fide scheme of reconstruction or solvent amalgamation) or a court of competent jurisdiction makes an order to that effect or if you become subject to an administration order or enter into any voluntary arrangement with your creditors or cease or threaten to cease carrying on your business, have a liquidator appointed, enter into liquidation, or suffer or undergo an analogous proceeding under any foreign law (‘Liquidation Event’). You may terminate this EULA immediately on notice to Keepabl. On termination of this EULA for any reason: (a) the licence in Clause 2 will immediately terminate; (b) you will immediately cease all use of (and as soon as reasonably practicable delete or destroy all copies of) the Software, Materials and any copies in any medium and you will ensure that any person to whom you have provided the Software and Materials will do the same. Keepabl may choose to suspend this EULA instead of terminating this EULA, without liability to you or any other person and without prejudice to any right it may have to terminate this EULA at any time.  Clause 6 and 7 will continue beyond termination of this EULA.

  1. Disclaimer & Limitation of Liability

TO THE EXTENT ALLOWED BY APPLICABLE LAW, KEEPABL’S LIABILITY TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IS LIMITED TO THE TOTAL SUMS PAID BY YOU TO KEEPABL UNDER THIS EULA OR TEN (£10) STERLING, WHICHEVER IS THE GREATER. IN NO EVENT WILL KEEPABL BE LIABLE TO YOU FOR: ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES; LOSS OF DATA OR LOSS OF PROFIT (WHETHER DIRECT OR INDIRECT); ANY CLAIM BY A THIRD PARTY; NOR FOR ANY LOSS OR DAMAGE AS A RESULT OF FORCES BEYOND KEEPABL’S CONTROL, INCLUDING WITHOUT LIMITATION ANY ACT OF GOD, WAR, TERRORISM, LABOUR DISPUTE OR TELECOMMUNICATIONS DISRUPTION, EVEN IF KEEPABL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU MUST GIVE KEEPABL NOTICE OF ANY CLAIM UNDER THIS EULA WITHIN ONE (1) YEAR OF THE CLAIM ARISING. ALTHOUGH KEEPABL USES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SOFTWARE IS ERROR- AND VIRUS-FREE, YOU AGREE THAT THE SOFTWARE IS PROVIDED ON AN ‘AS IS’ BASIS. KEEPABL DOES NOT WARRANT THAT THE SOFTWARE WILL BE AVAILABLE AT ALL TIMES OR IS FREE OF ERRORS OR VIRUSES. TO THE EXTENT PERMITTED BY LAW, KEEPABL EXCLUDES ALL CONDITIONS OR WARRANTIES THAT MAY OTHERWISE BE IMPLIED BY LAW INTO THIS EULA INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR PURPOSE. NOTHING IN THIS EULA EXCLUDES OR LIMITS ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW OR AFFECTS YOUR STATUTORY RIGHTS IF YOU ARE DEALING WITH KEEPABL AS A CONSUMER.

YOU ACKNOWLEDGE AND AGREE THAT: KEEPABL IS NOT A LAW FIRM AND THE SERVICES ARE NOT LEGAL SERVICES; COMPLIANCE WITH ANY LAW (INCLUDING THE GDPR) OR OBLIGATION DEPENDS ON YOUR ACTIONS AND ACTIVITIES FOR WHICH YOU ARE SOLELY RESPONSIBLE AND LIABLE; SCORES, RATINGS AND SIMILAR INFORMATION IN THE SERVICES ARE PROVIDED AS INFORMATION ONLY, NOT REPRESENTATIONS, WARRANTIES, UNDERTAKINGS OR GUARANTEES OF COMPLIANCE, AND RELATE TO CERTAIN AREAS OF LAW ONLY; AND THAT KEEPABL DOES NOT AND CANNOT PROMISE, REPRESENT, UNDERTAKE, WARRANT OR GUARANTEE THAT YOU, THROUGH USE OF THE SERVICES, PROVISION OF SCORES, OR OTHERWISE, SHALL BE IN COMPLIANCE WITH THE GDPR OR OTHER LAW, REGULATION, CODE OF PRACTICE OR OTHER LEGAL OBLIGATION.

  1. General

Subject to any provision of an applicable Parent Agreement, you may assign this EULA to a third party in the case of a bona fide, solvent scheme of reconstruction, corporate reorganization or amalgamation, merger or acquisition or (for the avoidance of doubt, in each case not a Liquidation Event); otherwise, you cannot assign, transfer, charge or otherwise deal with any or all of your rights under this EULA, or this EULA itself, without Keepabl’s prior written permission. Keepabl may assign, transfer, charge or otherwise deal with this EULA without notice to you. While Keepabl will endeavour to provide 30 days’ prior notice to you (or to the administrator of the account if your use is under a parent agreement with a third party such as your employer “your administrator”) of any changes to this EULA, Keepabl may amend this EULA on immediate notice to you (or your administrator respectively) and your continued use of the Services will constitute your acceptance of such amended EULA. No person who is not a party to this EULA will have any rights under the Contracts (Rights of Third Parties) Act 1999 or similar law in any jurisdiction to enforce any term of this EULA. If any part of this EULA is found void or unenforceable by a court or other legally competent authority, it will not affect the remaining parts of this EULA, which will remain valid and enforceable. If the Software is provided to the United States of America, its agencies and/or instrumentalities (“U.S. Government”), it is provided with Restricted Rights as “Commercial Items,” consisting of “Commercial Computer Software ” and “Commercial Computer Software Documentation”, and the U.S. Government will have only the rights specified in this EULA. If you are resident in the USA, this EULA is governed by the law of the State of California and the courts of San Francisco will have exclusive jurisdiction. If you are resident elsewhere, this EULA is governed by English law and the English courts will have exclusive jurisdiction. You waive any right to object to any legal proceedings in such courts on the grounds of venue or on the grounds that they have been brought in an inappropriate forum. For the avoidance of doubt, this is an agreement for services and the United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA.

You may contact us by email at legal@keepabl.com or by post to the address above.