END USER LICENCE AGREEMENT
PLEASE READ CAREFULLY
YOU SHOULD CAREFULLY READ THE FOLLOWING EULA BEFORE USING THE VUIT PLATFORM OR THE VUIT DATABASE. THIS “AGREEMENT” IS A LEGAL AGREEMENT BETWEEN YOU (YOU) AND LONGACRES CONSULTING LIMITED t/a VUIT ONLINE INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 06574155 WHOSE REGISTERED OFFICE IS AT 25 ROE LANE, NEWCASTLE, STAFFORDSHIRE ST5 3PH (VUIT, US OR WE).
IMPORTANT NOTICE TO ALL USERS:
• By clicking on the “accept” button below you agree to the terms of this Agreement which will bind you.
If you do not agree to the terms of this Agreement, you must click on the “reject” button below and you may not access or use the VUIT Platform
Capitalised terms in this Agreement are defined as follows:
Authorised User means users authorised by the Customer to access the VUIT Platform and/or the VUIT Database in accordance with clause 2.2;
Customer means the entity which has contracted with us to allow you to access and use the VUIT Platform and/or the VUIT Database;
VUIT Content means access to the VUIT Platform and/or the VUIT Database and all information, reports, materials and know-how made available to Customers via the VUIT Platform and/or the VUIT Database;
VUIT Database means the database of data that is accessible to you directly and not through the VUIT Platform;
VUIT Platform means the platform provided by VUIT and which is accessed via [https://www.vuit.online/]
2.1 Subject to this Agreement, you are hereby granted a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to access and use the VUIT Content, solely for the Customer’s internal business purposes.
2.2 Your licence under this Agreement is subject to the Customer authorising your use and access to the VUIT Content as an Authorised User.
3.1Customer acknowledges that the VUIT Content, the know-how relating to the VUIT Content, and the programs, processes and information contained or embodied therein, are confidential and constitute valuable property of VUIT or other parties from whom VUIT has obtained marketing and/or license rights. You will take no action in derogation of such property rights. You shall not rent, lease, loan, sell, sublicense, translate, merge, adapt, vary, modify, grant a security interest in or otherwise transfer any rights in or to the VUIT Content. You further acknowledge that all copyright, patent, trademark, trade secret and other intellectual property rights in the VUIT Content are and shall remain the exclusive property of VUIT, and your use of the VUIT Content under this Agreement shall not operate to modify or abridge such rights in the VUIT Content nor create for you or the Customer any right in the VUIT Content, except the limited license granted to you under this Agreement.
3.2 You will not remove or modify any proprietary of VUIT on the VUIT Platform or any results generated by the VUIT Platform, in the Content or on any related user materials.
3.3 Restrictions on Use:
a) you may only use the VUIT Content supplied to the Customer for ordinary day-to-day business of the Customer.
b) Except as otherwise provided herein, you have (and the Customer has) no rights in the VUIT Content (including and data or source code) and you agree that you will not, nor will you permit anyone else to, modify, tamper with, copy, disclose, disseminate, create any derivative work or translate any version of the VUIT Content or any portion of it, or create or attempt to create, or permit others to create or attempt to create, by reverse engineering, disassembling, un-obfuscating, reformatting or otherwise, the source code for all or any part of the VUIT Content.
c) Your use of the VUIT Content must at all times comply with all applicable laws.
3.4 You agree that you will never share any password or login details to the VUIT Content with any third party.
3.5 You agree to comply with all of VUIT’s policies relating to the use of the VUIT Content as notified to you by VUIT from time to time including policies relating to the operation of the VUIT Content, security, and accessibility.
4. DEFAULT AND REMEDIES:
4.1 If you attempt to modify, copy, disclose, disseminate or translate or otherwise use the VUIT Content or any substantial portion of either in a manner contrary to this Agreement or takes any action (or permits any action to be taken) which could jeopardise the validity of the intellectual property rights in the VUIT Content, or otherwise breaches any obligation regarding confidentiality, proprietary information or intellectual property, whether the rights are explicitly stated herein, determined by law, or otherwise, VUIT shall have, and you agree, in addition to any other remedy, the right of injunctive relief, you hereby acknowledge that other remedies are inadequate.
5. WARRANTY AND EXCLUSION OF OTHER WARRANTIES:
5.1 VUIT gives no representations, warranties, conditions, or other terms, express or implied, relating to the performance, quality, or fitness of the purpose of the VUIT Platform other than as set out in the Agreement. Any condition, warranty, representation, or other terms concerning the supply of the VUIT Content which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.
5.1 This Agreement constitutes a pure business-to-business relationship (being that you are an agent of the Customer) and therefore no consumer statutory rights shall apply.
6.1 We may terminate this Agreement immediately by written notice to you (which may take the form of revoking your access rights to the VUIT Content) if you:
a)commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
b) cease to be authorised by the Customer to access and use the VUIT Content.
6.2) This Agreement shall terminate automatically if the Customer ceases to have the rights to use or access the VUIT Content.
6.3) On termination for any reason:
a) all rights granted to you under this Agreement shall cease; and
b) you must immediately cease all activities authorised by this Agreement.
7. UPDATES TO THIS AGREEMENT:
7.1 We may update the terms of this Agreement at any time on notice to you by posting an updated version of the Agreement on the VUIT Platform or VUIT Database as applicable. Your continued use of the VUIT Content following the deemed receipt and service of the notice under this clause shall constitute your acceptance to the terms of this Agreement, as varied. If you do not wish to accept the terms of the Agreement (as varied) you must immediately stop using and accessing the VUIT Content on the deemed receipt and service of the notice to update this Agreement.
7.2 You have no right to amend or vary this Agreement, except with our prior written approval.
8. EXCUSABLE DELAY:
VUIT shall not be liable for delays in performance due to any cause reasonably beyond its control including, but not limited to, those caused by fire, flood, explosion, accident, unavailability of parts or materials, energy shortage, labour trouble, war, inclement weather, sabotage or law or government regulation.
No delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, or shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
We shall be entitled to assign, novate, charge, sub-contract, or declare a trust over all or any of its rights and obligations under the Agreement, and in particular, VUIT may exercise rights and perform any obligations under this Agreement through an affiliate. You shall enter into any documentation reasonably required by VUIT in order to effect any such transfers to third parties
11. THIRD PARTY RIGHTS:
Except pursuant to clause 10, no provision of the Agreement shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12. GOVERNING LAW AND CHOICE OF JURISDICTION:
This Agreement, 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.
The invalidity, illegality, or unenforceability of a provision of this Agreement does not affect or impair the continuation in force of the remainder of this Agreement.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION:
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the VUIT Platform and for what purposes and those individuals.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
16. WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO
Where the VUIT Content contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. We assume no liability in respect of links to other sites or resources.