Terms of a Beta Software Evaluation Agreement
(End User License/EULA)
PLEASE READ THESE LICENCE TERMS CAREFULLY
Taking part in the evaluation is subject to the terms set out here and by clicking on ‘Accept’, you accept to carry out the testing and evaluation in line with the terms set out here (this Agreement) as a legally binding contract with us. If you do not wish to accept this Agreement on the terms set out here, please select the ‘Decline’ option before proceeding to request the provision of these services.
We, are Inspire Cornwall CIC t/a DadPad (DadPad/us/our/we), a community interest company incorporated in England and Wales with registered number 073 07740 and with our registered office at The Old Carriage Works, Moresk Road, Truro Cornwall, TR1 1DG and creators of the DadPad Application Software (the App) that will help us progress our ultimate goal to support new fathers in the United Kingdom. The App will be making available information, content and a community forum (Managed Community Group) to you. The services you will be provided through the App, including the content will be called the (Services).
We would like to test our App in a real live environment. For that reason we will make the App and some of its functionalities available to you, the tester/licensee (you/your) under this Agreement, for you to test and evaluate and provide us with some feedback.
- Evaluation Services
- This Agreement governs the testing, demonstration, trial, and other evaluative use only, of an evaluation version of the App, known as ‘the DadPad Beta version’ (the Evaluation Services) and for the sole purpose of your own personal (non-business or commercial) assessment of the Evaluation Services in a non-productive capacity (not for any commercial or other business or operational or development purposes) (the Evaluation Purpose). We will not charge you for use of the Evaluation Services.
- Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable, limited, and personal right/licence to use the Evaluation Services in the United Kingdom for the Evaluation Purpose for a period of 3 months from the date you download the App for the first time (the Evaluation Period).
- Your privacy
- Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
- We may collect technical data about your device
- By using the App or any of the Evaluation Services, you will be required to agree to us collecting and using technical information about the devices you use the App on and related software, hardware and peripherals to improve our products and to provide any Services to you (as set out in our Cookie Notice).
- We may collect location data (but you can turn location services off)
- Some Evaluation Services will make use of location data sent from your devices. You will agree to this in our Cookie Notice and you can turn off this functionality at any time by turning off the location services settings for the App on the device. If you use these Services, you consent to us and our affiliates and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services.
- You may stop us collecting such data at any time by turning off the location services settings on your device.
- Appstore Terms
- The Appstore you use to download this App will have their own terms which will also apply to the ways in which you can use the in addition to our terms in this Agreement and we have no control over these.
- You must be 18 and can’t share
- You must be 18 or over to accept these terms and you may not allow any other person to use the Evaluation Services and the App on your behalf or transfer the App to someone else and use is granted solely for your own personal benefit.
- What you may not do with this App and the Services
- You will not, and will not attempt to:
- copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, alter, edit, abstract, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of any Evaluation Services;
- permit any (direct or indirect) use of the Evaluation Services (or any part of it) in any way by any other/ third party (including, without limitation, use it in connection with the internet or any timesharing or service bureau, software as a service, outsourced or other similar service or making any Evaluation Services (or any part) available to any third party);
- create derivative works or improvements based on:
- any software or applications used by or on behalf of us to provide the Evaluation Services; or
- the Evaluation Services (or any part of it);
- permit any Evaluation Services or Application(s) (or any part) to become incorporated into any other program or service or to be combined or merged with any other program;
- attempt to reverse engineer, observe, study, or test the functioning of, decompile or otherwise derive or access the source code of the Applications;
- create any software that is substantially similar in its expression and use as the App;
- remove, alter, obscure, translate, combine, supplement, or change any trademarks, terms, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to the Evaluation Services;
- use the Evaluation Services (or any part of it) for any purpose other than the Evaluation Purpose;
- release, publish or make available any results of its assessment of the Evaluation Services (including, but not limited to, any data regarding availability, functionality, faults or performance) in any format, including screenshots, pictures or videos, publicly or to any third party;
- use the Evaluation Services (directly or indirectly) for any purpose or in any way that:
- is unlawful under any applicable law (including, without limitation, all laws relating to privacy, data protection and use of systems and communications); (ii)is in breach of this Agreement; (iii) disrupts, disables, interferes with, or otherwise hinders the operation of the Evaluation Services (in whole or in part) in any way or the operations, business or systems of any person or entity; (iv) infringes any Intellectual Property Rights (as defined in clause 18); (v) contains any virus, disabling code or malicious software (including, but not limited to, malware, trojan horses, ransomware, and spyware); (vi)collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
- You must not:
- use the Evaluation Services (directly or indirectly) to store, transmit or process in any way any data or User Data (as defined in clause 22) that:
- is unlawful, obscene, indecent, threatening, harassing, racially or ethnically offensive, libellous, or defamatory; or (ii) harms or may endanger any person, whether emotionally or physically; (iii) can be perceived as slander, intimidation or bullying; (iv) is unlawful, obscene, indecent, threatening, harassing, racially or ethnically offensive, libellous, or defamatory; (v) has as objective to extract personal information from a User, or interact with the Managed Community Group in a manner that is not in line with the purpose of being a supportive forum where kind advice and support is provided, such as but not limited to being aggressive to a user; judgemental comments and promoting products or services;
- use the Evaluation Services (directly or indirectly) to store, transmit or process in any way any data or User Data (as defined in clause 22) that:
- You will not, and will not attempt to:
provided that nothing in this Agreement excludes any of your rights under applicable law which cannot be excluded or limited by agreement.
- Updates to the App and changes to the Service
- From time to time we may automatically update the App and change the Evaluation Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services. We will be entitled to modify the features and functionality at any time but will not be under any obligation to do so.
- We are not responsible for other websites you link to
- The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
- You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
- When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
- We are not liable for business losses. The App is for evaluation private use ONLY. If you use the App for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- Limitations to the App and the Services. The App and the Services are provided for general information purposes only. You must always obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App or the Service or the Managed Community Group. We make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
- We may transfer this agreement to someone else
- We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- We may end your rights to use the App and the Services if you break these terms
- We may end your rights to use the App and Services at any time by contacting you if you have broken these terms in a serious way.
- If we end your rights to use the App and Services: (a)You must stop all activities authorised by these terms, including your use of the App and any Services; (b)You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
- You acknowledge that the Evaluation Services and any Apps made available to you under or in connection with this Agreement are provided on a ‘as is’ and ‘as available’ basis and without warranty or other obligation, whether express or implied, and to the maximum extent permitted by applicable law as it is still in a testing phase.
- You acknowledge that we have no obligation to ensure that the Evaluation Services are (a)uninterrupted or error free; (b)available, up-to-date, or maintained; (c)compatible, or operate correctly with any particular software, hardware, or other systems; (d)secure; or (e)meet your needs (whether or not such needs have been communicated to us).
- We may notify you in advance of scheduled maintenance, but you acknowledge that you may receive no advance notification for downtime of the Evaluation Services caused by emergency or other maintenance or for any other reason as it is still in its testing phase. No uptime is guaranteed.
- All warranties, conditions, terms, undertakings or obligations (whether express or implied) and including, without limitation, any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
- Intellectual Property Rights
- In this Agreement Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing.
- All Intellectual Property Rights in and to the Evaluation Services (including, among other things, in all related documentation, Evaluation Services and data other than User Data (see clause 22)) belong to and will remain vested in us or the relevant third-party owner. You will execute all such documents and do such things as we may consider necessary to give effect to the ownership of Intellectual Property Rights in accordance with this Agreement.
- We may use any feedback and suggestions for improvements or changes relating to the Evaluation Services (or other services) provided by or on your behalf or by any Authorised User (collectively, Feedback) for any purpose without charge or limitation. You hereby assign (or will ensure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights), and with waiver of all moral rights, to us at the time such Feedback is first provided to us.
- We may monitor, collect, store and use any information in, about or relating to the Evaluation Services or to User Data (see clause 22) (including, without limitation, information on their performance and use) to monitor for or detect breaches of this Agreement or errors and for the maintenance, development and improvement of our services.
- Sample Data
- The Evaluation Services may include various sample data made available by us (the Sample Data). Where such data is provided, references in this Agreement to the Evaluation Services will be read to include reference to the Sample Data.
- User Data
- The Evaluation Services may permit you to input certain data (User Data). How we deal with this data is contained in our Privacy notice that can be found at __________________https://privacy ______
- Subject to clauses 18 and 19, User Data will at all times remain your property or that of your licensors.
- You agree that: (a) you will ensure (and are exclusively responsible for) the accuracy, quality, integrity, and legality of your User Data; (b)we will have the right to permanently delete or otherwise remove, delete, or suspend access to any data and User Data and/or disclose User Data to law enforcement authorities at any time (in each case without the need to consult you); (c) we are not required to store or retain any User Data during or after the Evaluation Period; and (d) we will not be obliged to provide you with any assistance in extracting, transferring, or recovering any data/User Data.
- Export laws
You will comply with all applicable export control laws that apply to the Evaluation Services and your Data. You will not export, access, use, transmit, or re-export, directly or indirectly, separately or as a part of a system, the Evaluation Services or any data or User Data (or any part of it) in or to any country or territory for which an export licence or other approval is required under the laws of the United Kingdom the European Union or any of its member states or any other jurisdiction, without first obtaining all necessary licences or other approvals.
- Confidential information
- In this Agreement our/the Confidential Information means: all information (whether in oral, written or electronic form) relating to our business, technology, know-how or Intellectual Property Rights which may reasonably be considered to be confidential in nature; any manuals and user guides relating to the Evaluation Services; all information relating to our pricing terms; and all passwords and access details for the Evaluation Services; any flaws in the Evaluation Services and Applications.
- You will maintain the confidentiality of our Confidential Information and will not without our prior written consent, disclose the Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under this Agreement.
- The provisions of this clause 24 will not apply to information which: is or comes into the public domain through no fault of you, your officers, employees, agents or contractors; is lawfully received by you from a third party free of any obligation of confidence at the time of its disclosure; can be proven by written evidence was independently developed by you, without access to or use of the Confidential Information; or is required by law, by court or governmental or regulatory order to be disclosed provided that you, where possible, notify us at the earliest opportunity before making any disclosure.
- Your obligations under this clause 24 will continue in full force and effect during the term of this Agreement and for a period of 10 years from the date of termination or expiry of this Agreement.
- Ending this agreement
- We can end this agreement if you do not comply with any part of it. We will not give you notice, and we may end this agreement immediately. This Agreement will end automatically at the end of the evaluation period.
- The consequences of the agreement ending are as follows: you are no longer allowed to use the app and we may remotely limit your access to it; you must delete it from any devices that it has been installed on; we may delete or suspend access to any accounts that you hold with us; and you are not entitled to a refund. Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either of us at any time up to the date of termination and some clauses will continue such as confidentiality and intellectual property rights.
- Failures of networks or hardware
The App relies on a number of things working properly to enable you to enjoy all of its features. Many of these, such as your internet connection, your device, and the app store, are entirely outside of our control. Although we will do everything, we reasonably can, to resolve issues, we are not responsible to you if you are unable to use all or any part of the app due to a poor internet connection, faulty components in your device (such as a faulty camera), app store failure or anything else that it would not be reasonable to expect us to control.
- Changes to these terms
We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you notice of any change by sending you an SMS with details of the change or notifying you of a change when you next start the App. If you do not accept the notified changes you will not be permitted to continue to use the App and the Service.
- Entire agreement
Our Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them in respect of its subject matter, whether in writing or oral.
No variation of this Agreement will be valid or effective unless it is made in accordance with this Agreement or made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
- Assignment and subcontracting
We may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement. You will not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement, in whole or in part, without our prior written consent.
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of this Agreement will not be affected. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable but would be legal, valid, and enforceable if some part of it was deleted or modified, the provision or part-provision in question will apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.
No failure, delay, or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.
- Governing law and jurisdiction
- The laws of England and Wales apply to this agreement, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.
- Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you live.