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PLEASE READ THIS LICENSE CAREFULLY. BY PURCHASING, COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE RESTRICTIONS IN CLAUSE 3, LIMITED WARRANTY IN CLAUSE 6, AND LIMITATION OF LIABILITY IN CLAUSE 8. LICENSEE AGREES THAT THIS LICENSE IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. THIS LICENSE IS ENFORCEABLE AGAINST LICENSEE. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENSE, LICENSEE MAY NOT USE THE SOFTWARE.

This license agreement (License) is a legal agreement between you (Licensee, you or your) and Ultima Business Solutions Limited, incorporated and registered in England with company number 02521249 whose registered office address is at Gainsborough House, Manor House, Reading, Berkshire, RG2 0NA  (Licensor, us or we) for:

  • IA-Connect computer software, the data supplied with the software, and the associated media including any Updates (Software); and
  • printed materials and online electronic documentation, including technical manuals, training materials, specifications or other documentation applicable to the Software and made available to you by Licensor or a Reseller (Documentation).

We license use of the Software and Documentation to you on the basis of this License. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

You may license the Software directly from us or through a Reseller. In either event, you agree to the terms of this License as a condition of the provision of the Software by us.

SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES A BLUE PRISM DIGITAL WORKER RUNNING VERSION 5.0 OR HIGHER OF THE BLUE PRISM DIGITAL WORKFORCE SOFTWARE (System(s)). 

You acknowledge that we may update the terms and conditions of this License from time to time and that it is your responsibility to check any updates. Any changes made to this License shall be set out and annotated above in the History table and shall be incorporated into the terms and conditions of this License.

You should print a copy of this Licence for future reference.

AGREED TERMS

1.0   Provision of the Services

1.1   Licensor will provide the Software materially in accordance with this License and the Documentation.Provision of the Services

2.0   Grant and Scope of License

2.1   Subject to Licensee’s continuous compliance with this License and payment of the applicable License Fee, and except as otherwise set out in this License,  Licensor grants Licensee a non-exclusive, non-transferable and limited license to install and use the Software in the Environment and in the Territory during the License Term (unless earlier terminated in accordance with the terms of this License).

2.2   Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Software provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Software. 

2.3   The Licensee may subject to prior written consent perform any of its obligations or exercise any of its rights under this License by itself or through any affiliate provided that:

(a)   any act or omission of any such person shall be deemed to be the act or omission of the Licensee;

(b)   any such performance and/or exercise shall be solely for the business purposes of the Licensee and its affiliates;

(c)   any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this License shall apply in aggregate to all claims brought by the Licensee and its affiliates.

2.4   Where third party suppliers are required to interface with or otherwise affect (or are affected by) the Software, Licensor shall at the Licensee’s request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non-interference as Licensor may propose).

2.5   The Licensee shall:

(a)   provide to Licensor the details of the Licensee authorised contact. In the event of any change in the Licensee contact, the Licensee will provide written details of a replacement as soon as reasonably practicable of a person with equivalent qualifications and experience;

(b)   where appropriate, make available to the Licensor’s directors, employees, agents, consultants and sub-contractors such office and reasonable administrative support as may be necessary for the provision of the Licenses and Support (if applicable);

(c)   take all necessary steps to ensure that its employees or subcontractors abide by the terms of this License;

(d)   ensure its employees, agents, consultants and sub-contractors co-operate fully with Licensor and make available at no expense to Licensor such suitably qualified and experienced personnel to provide information to Licensor for the purposes of providing the Licences and any relevant Support at no cost to the Licensor;

(e)   comply with the Documentation;

(f)   refrain from arbitrarily changing settings or configuration sets in the Software provided to the Licensee under this License;

(g)   inform Licensor as soon as possible about any change of the location.

2.6   The Licensee shall be responsible for ensuring that all its existing equipment used to access the Software is safe and secure. Licensor accepts no liability (other than for wilful damage) for loss of data, interruption of supply of electricity or telecommunications or interruption of business occasioned as a result of the supply of the Software. It is the sole responsibility of the Licensee to take all necessary precautions to protect its data and ensure a regular backup arrangement is implemented prior to, during and after the Licensor’s provision of the Software.

2.7   If, in the reasonable opinion of the Licensor, it is necessary to remove or otherwise disconnect any of the Licensee’s existing equipment or information technology systems to carry out the Software then the Licensee shall permit and obtain all necessary consents for such removal and/or disconnection and shall give Licensor all necessary assistance to enable such work to be carried out.

2.8   Licensor shall not be liable for losses (for avoidance of doubt such losses shall include special, direct, indirect or consequential losses) sustained or incurred by the Licensee arising directly or indirectly from the Licensee’s failure or delay to perform any of its obligations as set out in this clause 2.

3.0   Restrictions

3.1   Except as expressly set out in this License or as permitted by any local law, you undertake:

(a)   not to copy the Software or Documentation except as reasonably necessary for back-up, archival or disaster recovery purposes, and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Software;

(b)   unless otherwise set out in this License, not rent, lease, sell, sublicense, assign or transfer your rights in the Software, or authorise any portion of the Software to be copied onto another individual or legal entity’s computer

(c)   not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

   I      is used only for the purpose of achieving inter-operability of the Software with another software
          program;
   II     is not unnecessarily disclosed or communicated without our prior written consent to any third party;
          and
   III    is not used to create any software which is substantially similar to the Software.

(d)   not to modify, port, adapt, or translate the Software;
(e)   to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(f)   to include our copyright notice on all entire and partial copies you make of the Software on any medium;
(g)   not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
(h)   to notify your employees and agents who may have access to the Software of the restrictions contained in this License and to ensure their compliance with these restrictions; and
(i)   to comply with all applicable technology control or export laws and regulations.

3.2   You may:

(a)   download, install and use the Software on the System for your internal business purposes only;
(b)   provided you comply with the provisions in Clause 3.1 make up to 1 copy of the Software for back-up purposes only;
(c)   receive and use any free Updates of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time; and
(d)   use any Documents in support of the use permitted under Clause 3.1 (a)  and make up to 1 copy of the Documents as are reasonably necessary for its lawful use.

3.3   Any development licenses purchased by the Licensee are only to be used in development environments only for development and testing purposes and are not to be used to run processes in production.  Any Digital Workers running processes in a production environment must have a full Production IA-Connect license.

4   Intellectual property rights

4.1   Title to the Software and Documentation is not transferred to you. Ownership of all copies of the Software and Documentation and of copies made by you is vested in us, subject to the rights of use granted to you in this License.

4.2   You acknowledge and agree that all Intellectual Property Rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no Intellectual Property Rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this License. You will take no actions which adversely affect Licensor’s intellectual property rights in the Software.

4.3   You acknowledge that you have no right to have access to the Software in source code form.

4.4   Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners’ names. Trademarks may only be used to identify printed output produced by the Software, and such use of any trademark does not give you any right of ownership in that trademark.

4.5   The Licensor shall defend and indemnify the Licensee against all damages, costs, liabilities, expenses and settlement amounts finally awarded against the Licensee in connection with any claim or action by any third party alleging that the Intellectual Property provided under the Agreement, with no input or direction or instruction from the Licensee, directly infringes any Intellectual Property Rights registered in the country in which the Licensor is providing Services (IPR Claim). The maximum aggregated liability for such indemnification outlined in this clause 4 shall be not exceed one million pounds sterling (£1,000,000) and shall count towards the overall cap as set out in clause 8.2.

4.6   If an IPR Claim is brought or in the reasonable opinion of the Licensor is likely to be made or brought, the Licensor may at its own expense ensure that the Licensee is still able to use the License by either:

(a)   modifying any and all of the provisions of the License without reducing the performance and functionality for any or all of the provision of the License, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Licensee, such acceptance not to be unreasonably withheld; or
(b)   procuring a licence or permission to use the License on terms which are acceptable to the Licensee, such acceptance not to be unreasonably withheld.

4.7   The Licensee shall promptly notify the Licensor if any IPR Claim or demand is made or action brought against the Licensee for infringement or alleged infringement of any third party right which may affect the provision of License.

4.8   Except to the extent that the Licensor should reasonably have known or advised the Licensee the foregoing provisions of clause 4.6, the Licensor shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from:

(a)   any use by or on behalf of the Licensee of the combination with any item not supplied or recommended by the Licensor where such use of the License directly gives rise to the claim, demand or action; or
(b)   any modification carried out on behalf of the Licensee to any item supplied by the Licensor if such modification is not authorised by the Licensor in writing where such modification directly gives rise to a claim, demands or action.

4.9   The Licensee shall fully pay and indemnify the Supplier and hold it harmless on demand, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by Supplier, arising by reason of claims that the Licensee or any of its end users modify, alter, replace combine with any other data, code, documents or other software, which alters the Software and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. This indemnity shall survive the expiration or termination of this License.

4.10   This clause 4 sets out the entire liability of the Licensor with respect IPR Claims by the Documentation, Software or any other materials supplied by the Licensor (or its Resellers),or use thereof, and the Licensor shall have no additional liability with respect to any alleged or proven infringement.

4.11   The Licensor shall have no liability to indemnify or hold the Licensee harmless for any payment made by the Licensee in settlement or compromise of any IPR Claim against the Licensee.

4.12   The Licensor is solely responsible for any content, application or software that the Licensor or its end-users load into or create within any service or offering. The Licensee agrees, at its sole cost and expense, to indemnify, defend and hold the Licensor (and its Resellers) harmless from and against any claims, losses or settlement arrangements arising out of or in connection with: (i) any such content, application or software, or any loss or corruption thereof: (ii) any access to the IA Plus Suite by a non-authorised personnel; or (iii) any use of any offering in combination with other offerings or products in violation of these provisions.

5. Confidentiality Obligations 

5.1   Confidential Information means information designated by the party disclosing such information (Disclosing Party) as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. Licensee’s Confidential Information includes Licensee data. Licensor’s Confidential Information includes any information related to the structure, organization and code of the Software (including the License Key) and its performance, functionality, and reliability. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the party that receives such information from the Disclosing Party (Receiving Party); (ii) is in the Receiving Party’s possession prior to receipt from the Disclosing Party; (iii) is acquired by the Receiving Party from a third-party without breach of any confidentiality obligation to Disclosing Party; or (iv) is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information.

5.2   Confidential Information is and will remain the exclusive property of the Disclosing Party. In addition to any other obligations required of it under Clause 5 herein, the Receiving Party will: (i) use Disclosing Party’s Confidential Information solely for the performance of the activities contemplated by this License; (ii) disclose such information only to its employees, agents, professional advisors and contractors who are bound by obligations of confidentiality at least as strict as those contained in this Clause 5; (iii) protect Disclosing Party’s Confidential Information against unauthorised use or disclosure using the same degree of care it uses for its own Confidential Information, which in no event will be less than reasonable care; and (iv) upon written request, return or destroy all copies of the Disclosing Party’s Confidential Information that are in its possession or control.

6. Warranty

6.1   We warrant that:

(a) - the Software will, when properly used and on a System for which it was designed, perform substantially in accordance with the functions described in the Documents; and that the Documents correctly describe the operation of the Software in all material respects.

(b) - You must notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

6.2   Licensor, its affiliates, and its Reseller’s entire liability and your exclusive remedy shall be, at Licensor’s option, either

(a) - a refund of the License Fee, if any,
(b) - or repair or replacement of the Software.

6.4  This warranty does not apply if the Software: (i) has been altered, except by Licensor or its authorised representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Licensor, (iii) if the defect or fault in the Software results from Licensee having used the Software in breach of the terms of this License or (v)  if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code.

6.5   Licensee acknowledges that the Software has not been developed to meet Licensee’s individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

6.6   Licensor does not warrant that the operation of the Software will be uninterrupted or error free.

6.7   The Licensor shall use commercially reasonable endeavours to ensure that no virus, time bomb, trap door or other equipment or software disabling device is introduced by it into the Software and will use reasonable endeavours to meet any performance dates for the Software (if dates are specified in the Order Form), but any such dates shall be estimates only and time shall not be of the essence of the performance of the Software.

6.8   The foregoing limited warranty and remedies state the sole and exclusive remedies for Licensor, its affiliates, or Resellers’ breach of warranty. Licensor, its affiliates, or Resellers do not and cannot warrant the performance or results you may obtain by using the Software. Except for the foregoing limited warranties under this License, and for any warranty, condition, representation or term to the extent which the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, Licensor, its affiliates or Resellers make no warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any other matters. To the maximum extent permitted by applicable law, Licensor, its affiliates, and Resellers’ disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, informational content or accuracy, quiet enjoyment, title and non-infringement, with regard to the Software, and the provision of or failure to provide support services.

6.9   THE LIMITED WARRANTY SET FORTH IN THIS CLAUSE 6 GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. LICENSOR DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW, LICENSOR LIMITS ITS LIABILITY UNDER ANY STATUTORY OR IMPLIED CONDITION, WARRANTY OR GUARANTEE THAT CANNOT BE EXCLUDED, TO THE REMEDIES SET OUT IN CLAUSE 6.2.

7. Termination

7.1   Either party and the Reseller may terminate this License upon 90 days written notice to the other party such notice to expire at the end of the First Year or a Renewal Term, as applicable.

7.2   This License will be terminated immediately:

(a) - By Licensor by written notice to you if you commit a breach of this License which you fail to remedy (if remediable) within twenty (20) days after the service of written notice requiring you to do so and immediately if the breach becomes irremediable;

(b) - By Licensor if you are not able to provide proof of payment to Licensor, its affiliates, or Resellers for the Software (upon request);

(c) - By Licensor or its Reseller if you fail to pay any portion of the applicable License Fee and you fail to cure that payment breach within thirty (30) days of written notice;

(d) - By either party if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

(e) - By either party if the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

7.3   If the Licensor exercises its rights under clause 7.2 then without prejudice to any other right or remedy available to the Licensor, the Licensor shall be entitled to cancel or suspend the supply of the Licences without any liability.

7.4   Upon termination for any reason:

(a)   all rights granted to you under this License shall cease;
(b)   you must cease all activities authorised by this License;
(c)   you must immediately delete or remove the Software from its Environment and all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so;
(d)   pay for all remaining amounts owing to the Licensor including any applicable interest and in respect of the Licenses supplied but for which no invoices has yet been submitted, the Licensor shall submit an invoice, which shall be payable by the Licensee immediately on receipt.
(e)   comply with any other reasonable request from us.

7.5   Termination under this License shall not affect any of the parties rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the License that existed at or before the date of termination. 

7.6   The terms and conditions set forth in Clauses 3, 4, 5, 7.5, 8, 12 and 14 shall survive termination as applicable.

8. Limitation of Liability

8.1   We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a)  loss of profits, sales, business, or revenue;
(b)  business interruption;
(c)  loss of anticipated savings;
(d)  loss or corruption of data or information;
(e)   loss of business opportunity, goodwill or reputation;
(f)   any special, indirect or consequential loss, damage, charges or expenses;
(g)   loss or damage suffered by the Licensee as a result of any action brought by a third party (save for any action brought by a third party that are covered by the indemnity in clause 4.5) even if such loss was reasonably foreseeable or the Licensor had been advised of the possibility of the Licensee incurring the same; or
(h)   any issues with using the Software relating to Apache.

8.2   Other than the losses set out in Clause 8.1 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee paid. This maximum cap does not apply to Clause 8.3. 

8.3   Nothing in this Licence shall limit or exclude our liability for:

(a)   death or personal injury resulting from our negligence;
(b)   fraud or fraudulent misrepresentation;
(c)   any other liability that cannot be excluded or limited by English law.

8.4   This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

9.   Fees and Payments

9.1   Any quote given by the Licensor for the License shall not constitute an offer. Quotes remain open for acceptance for a period of ten (10) Business Days from the date of the quote after which they shall lapse automatically. Where the Licensee request to purchase the License in a foreign currency then the quote will remain open for a maximum period of two (2) Business Days.

9.2   The Licensee shall be responsible to Licensor for ensuring the accuracy of the terms of any quote or Order Form submitted or accepted by the Licensee and for giving the Licensor any necessary information within a reasonable time to enable the Licensor to supply the License in accordance with the terms of this License.

9.3   Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Documentation and/or the Software which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially affect the quality or performance of the Software.

9.4   Licensee shall pay to Licensor, its affiliates, or its Reseller as applicable, the License Fee and other charges and expenses without right of deduction or set-off as set out in the quote and/or the Order Form; where no charge has been quoted (or a quoted price is no longer valid) the charges listed in the Licensor’s published price list current at the date of acceptance of the order shall be payable. The License Fee shall be payable in the currency shown on the invoice and shall be payable on the date set out in the Order Form unless such date is silent, in which case, 30 days from the invoice date prior to the Software being provided to you, unless otherwise negotiated with Licensor, its affiliates, or its Reseller as applicable.   In the event the Licensee pays by direct debit, the details of such direct debit payments shall be set out in the Order Form.

9.5   The Licensor reserves the right by giving written notice to the Licensee to amend the pricing of the Software to reflect any increase in price that is due to:

(a)   any delay caused by the failure of the Licensee to give the Licensor adequate information or instructions;
(b)   any factor beyond the control of the Licensor (including foreign exchange fluctuations, increases in taxes, levies, duties, withholding taxes, and increases in labour, materials and other manufacturing costs); or
(c)   any request by the Licensee to change the delivery/ performance date(s), quantities or types of Software ordered or the Order Form.

9.6   Should you purchase this License from a Reseller, this License is contingent upon payment of the applicable License Fee by the Reseller to the Licensor.  In the event that the Reseller fails to make payment of such License Fee to Licensor then Licensor may, in its discretion, suspend or terminate the use of the Software. You agree to hold Licensor harmless for any such suspension or termination of the License.  Any and all of your remedies for the suspension or termination of the Software for failure to make payment of the applicable License Fee by Reseller will be solely against Reseller.

9.7   All payments by the Licensee hereunder shall be in United Kingdom pound sterling unless otherwise agreed or set out in the Order Form and shall be paid to the Licensor's bank account as advised by the Licensor to the Licensee in writing.

9.8   All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Licensee, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice.

9.9   Should the Licensee be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the License, the Licence Fees payable shall be increased by the amount of such tax to ensure that the Licensor receives a sum equal to the amount to be paid under the applicable Order Form.

9.10   Without prejudice to any other remedy that the Licensor may have, if payment of the License Fees or any part thereof is overdue then unless the Licensee has notified the Licensor in writing that such payment is in dispute within 10 days of the receipt of the corresponding invoice the Supplier may, without prejudice to any other rights or remedies, charge the Licensee interest on the overdue amount at the rate of 4% per annum above National Westminster Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.

9.11   The Licensor reserves the right, on giving the Licensee 30 days’ notice, to increase the License Fees on an annual basis with effect from each Renewal Term. If the Licensee does not agree with this increase, then they may terminate this License upon 30 days written notice and before such price increase takes effect. If the Licensor does not receive written notice within thirty (30) days, the Licensee is deemed to have agreed to the amendment to the License Fees.

10   Data Protection

10.1   Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 10, Applicable Laws means (for so long as and to the extent that they apply to the Provider) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

10.2   The parties acknowledge that for the purposes of the Data Protection Legislation, the Licensor is the processor and the Licensee is the controller. The Licensee shall advise the Licensor of the scope, nature and purpose of processing by the Licensor, the duration of the processing and the types of personal data and categories of data subject.

10.3   If, (1) the Licensee is based outside of the EU/EEA; or (2) as a result of the United Kingdom ceasing to be a member state of the European Union, a transfer of Personal Data by the Licensee to the Licensor is a transfer of Personal Data under Article 44 of the GDPR and the transfer is not permitted under Article 45 of the GDPR, then the standard contractual clauses for controllers and processors as approved by the European Union (Model Clauses) will become effective.

10.4   Without prejudice to the generality of clause 10.2, the Licensor shall, in relation to any personal data processed in connection with the performance by the Licensee of its obligations under this License:

(a)   process that Personal Data only on the written instructions of the Licensee unless the Licensor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Licensor to process Personal Data (Applicable Laws). Where the Licensor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Licensor shall promptly notify the Licensee of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Licensor from so notifying the Licensee;
(b)   ensure that it has in place appropriate technical and organisational measures, , to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c)   ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d)   not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled (and the Licensee hereby consents to transfers on this basis):

   I       the Licensee or the Licensor has provided appropriate safeguards in relation to the transfer;
   II      the data subject has enforceable rights and effective legal remedies;
   III     the Licensor complies with its obligations under the Data Protection Legislation by providing an
           adequate level of protection to any personal data that is transferred; and
   IV    the Licensor complies with reasonable instructions notified to it in advance by the Licensee with
           respect to the processing of the personal data;

(e)   assist the Licensee, at the Licensee’s cost in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f)   notify the Licensee without undue delay on becoming aware of a personal data breach;
(g)   at the written direction of the Licensee, delete or return personal data and copies thereof to the Licensee on termination of the License unless required by Applicable Law to store the personal data; and
(h)   maintain complete and accurate records and information to demonstrate its compliance with this clause 10 and allow for audits by the Licensee or the Licensee's designated auditor and immediately inform the Licensee if, in the opinion of the Licensor, an instruction infringes the Data Protection Legislation.

10.5   The Licensee consents to the Licensor appointing third-party processor of Personal Data under this agreement. The Licensor confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 10 and in either case which the Licensor confirms that it will reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Licensee and the Licensor, the Licensor shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 10.

11   Support and Maintenance

Licensor offers Support and maintenance for the Software which terms are incorporated into this License and as set out at - Click Here.(Support Contract). You acknowledge that by agreeing to the terms of this License you are also agreeing to the terms of the Support Contract.Any tokens purchased (as set out in the Order Form) along with the License shall only continue for so long as the License continues. In the event there are any remaining tokens left after the License has been terminated, those tokens shall expire and no payment for any remaining unused tokens shall be issued back to the Licensee. For the avoidance of any doubt, the tokens are on a ‘use it or lose it’ basis.

12   Pre-release and evaluation product additional terms

12.1   If the product you have received with this License is pre-commercial release or beta Software (Pre-release Software), then this section applies. In addition, this section applies to all evaluation and/or demonstration copies of the Software, or any Software that is not noted as “General Release” version (Evaluation Software) and continues in effect until you purchase a License. To the extent that any provision in this section is in conflict with any other term or condition in this License this section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software and/or Evaluation Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Pre-release Software does not represent final product from Licensor, and may contain bugs, errors and other problems that could cause system or other failures and data loss. PRE-RELEASE AND/OR EVALUATION SOFTWARE IS PROVIDED TO YOU “AS-IS” WITH NO WARRANTIES FOR USE OR PERFORMANCE, AND LICENSOR DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE AND/OR EVALUATION SOFTWARE, BUT IT MAY BE LIMITED, LICENSOR’S LIABILITY, ITS AFFILIATES AND THAT OF ITS RESELLERS SHALL BE LIMITED TO THE SUM OF FIFTY POUNDS (GBP £50) IN TOTAL.


12.2   If the Evaluation Software has a time-out feature, then the Software will cease operation after the conclusion of the designated evaluation period. Upon such expiration date, your License will expire unless otherwise extended. Access to any files created with the Evaluation Software is entirely at your risk. You acknowledge that Licensor has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, Licensor has no express or implied obligation to you to announce or introduce the Pre-release Software. During the License Term, if requested by Licensor, you will provide feedback to Licensor regarding testing and use of the Pre-release Software, including error or bug reports.

12.3   If you have been provided the Pre-release Software pursuant to a separate written agreement, your use of the Software is governed by such agreement. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software or Evaluation Software. Upon receipt of a later unreleased version of the Pre-release Software or release by Licensor of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from Licensor and to abide by the terms of the license agreement for any such later versions of the Pre-release Software.

13.   Audit

13.1   Licensee must maintain true and records related to this during the License Term and three (3) years thereafter (Audit Period). If an audit, litigation, or other action involving such records is initiated before the end of the Audit Period, Licensee must retain the records until all issues are resolved.

13.2   Licensor may, at its expense, audit Licensee’s compliance with this License upon thirty (30) Days written notice. Any such audit will be conducted during the Licensee’s business hours and will not unreasonably interfere with the Licensee’s business activities. Licensee shall ensure to provide all reasonable assistance and information required to enable Licensor to determine whether the Licensee is incompliance with this License.

13.3   In the event that the audit reveals that the Licensee has underpaid amounts due under this License, or is not in compliance with this License, the Licensee shall pay such amounts within thirty (30) days from the date of the notice. Licensee shall also reimburse Licensor for all reasonable costs, fees, and expenses associated with such audit which shall be invoiced by the Licensor within a reasonable time after the audit and shall be paid in accordance with clause 9.

14.   General Terms

14.1   We may transfer our rights and obligations under these terms to another organisation. You may only transfer your rights or your obligations under this License to another person if we agree in writing.

14.2   This License does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this License.

14.3   Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.

14.4   You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the Export Laws). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software.  All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this License.

14.5   This License, and any applicable Support Contract constitutes the entire understanding between Licensor and Licensee relating to its subject-matter and supersede all oral or written proposals, and all communications between the parties relating to its subject-matter. Licensor reserves the right to amend any terms of this License at any time. Any amendment will be effective on the posting of an updated version - Click Here

14.6   Neither party will be liable for any delay in performance or failure to perform its obligations under this License due to any cause or event outside its reasonable control including, acts of God, epidemics or pandemics, civil or military authority, acts of war, accidents, third-party computer or communications failures, natural disasters or catastrophes, strikes or other work stoppages or any other cause beyond the reasonable control of the affected party.

14.7   This License contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this License shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Licensor’s website for Licensor and the address shown in Licensor’s records for you, or such other address as the parties may designate by notice given in the manner set forth above.

14.8   This License will bind and inure to the benefit of the parties and their respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either of party at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this License. This License may be amended only by a document in writing signed by both parties. In the event of a breach or threatened breach of this License by either party, the other shall have all applicable equitable as well as legal remedies.

14.9   Each party is duly authorised and empowered to agree to this License. If, for any reason, any provision of this License is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this License, and this License shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.

14.10   This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Definitions and Interpretation

In this License, the following expressions shall, except where the context otherwise requires, have the following respective meanings:

Apache

means Apache 2.0 software License January 2004 - http://www.apache.org/licenses/

Business Day

means a day, other than a Saturday or Sunday, on which banks are generally open for business in London.

 

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures

as defined in the Data Protection Legislation.

Data Protection Legislation

the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Environment

means the Digital Worker that IA-Connect is licensed to.

First Year

means 12 months from the date set out in the relevant Order Form for the Licence and the from the date of the start of the Support (if purchased) as set out in the Order Form.

Intellectual Property Rights 

means any and all patents, rights to inventions, copyright and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and Licensor’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into the Software, all accompanying printed materials and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

License Fee

 

means the fee for the Software as more fully set out in the Order Form.

License Key

means license keys, codes or files provided by Licensor which allow the Licensee to use the Software/ Licensed Program subject to the terms and conditions of this Agreement.

License Term

means the First Year which shall automatically renew after the First Year for a further 12 months and every 12 months thereafter (each a “Renewal Term”) unless otherwise terminated in accordance with this License.

Order Form

means the order form or set up form which sets out the number of licenses, the License Fee, the commencement date of the use of the Software as well as any other details necessary.

Reseller

means an authorised reseller of the Licensor.

 

Support

means the support and maintenance offered by the Licensor as set out in the Order Form.

Territory

Worldwide.

Trademarks

means those registered trademarks of Licensor.

UK Data Protection Legislation

all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.