END-USER LICENSE AGREEMENT (EULA)

PUBLICATION DATE: 06/2020

PLEASE READ CAREFULLY BEFORE USING THE VERTO SUITE SOFTWARE:

This licence agreement (Licence) is a legal agreement between:
A.) You, the commercial user agreeing to this Licence (Licensee or you); and
B.) Anota Limited a limited company registered in England and Wales number 07861268 with registered address: 4-6 Swaby’s Yard, Walkergate, Beverley, East Yorkshire, HU17 9BZ (Licensor, us or we) for:

  • The Verto Suite computer software, either as notified to you or as made generally available to our customers or as described on our website from time to time, the data supplied with the software including all embedded components such as executable, API and peripheral code, and the associated media (Software); and
  • printed materials and written documents and other data relating to the Software in electronic, paper or other durable medium including but not limited to help, demo, sample, and other files; libraries, databases, samples (Documents).

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

OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES AN UP TO DATE COMPUTING DEVICE AND OPERATING SYSTEM IN ORDER TO FUNCTION WITH THE FOLLOWING MINIMUM SYSTEM REQUIREMENTS: CPU 4x 2.6GHz; RAM 8GB; OS DRIVE 100 GB; STORAGE DRIVE: 250GB; WINDOWS SERVER 2016/2019; IIS 8; .NET FRAMEWORK 4.7.2; AND MSSQL EXPRESS 2016/2017/2019 or MSSQL SERVER 14.0/15.0 AND AN INTERNET NETWORK CONNECTION. THIS SOFTWARE ACTS AS MIDDLEWARE AND MAY REQUIRE A SEPARATE LICENSE TO, AND INTEGRATION WITH, OTHER PRODUCTS IN ORDER TO FUNCTION AND MAY REQUIRE SPECIALIST ADVICE AND SUPPORT ENSURE FUNCTIONALITY.

IMPORTANT NOTICE TO ALL USERS:

  • IF YOU ARE A THIRD PARTY (SUCH AS A CONSULTANT) INSTALLING THE SOFTWARE ON BEHALF OF A CLIENT, YOU MUST REQUIRE THE CLIENT TO AGREE TO THIS EULA AND BY CLICKING ACCEPT BELOW YOU WARRANT THAT THE CLIENT HAS AGREED TO BE BOUND BY TERMS OF THE LICENSE.
  • IF YOU ARE AN EMPLOYEE OF A BUSINESS YOU MUST ENSURE THAT YOU HAVE PROPER AUTHORITY FROM YOUR DIRECTORS/MANAGEMENT IN ORDER TO AGREE TO THIS LICENSE AND IF YOU CLICK ACCEPT WITHOUT AUTHORITY TO DO SO YOU MAY BE COMMITTING FRAUD.
  • BY AFFIXING YOUR SIGNATURE TO ANY ORDER DOCUMENT REFERENCING THIS SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AS A BUSINESS ON BEHALF OF ALL YOUR EMPLOYEES AND OTHER PERSONS TO WHOM YOU ALLOW ACCESS TO THE SOFTWARE.
  • THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4.1 AND CONDITION 5.
  • IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST CLICK ON THE “REJECT” BUTTON BELOW AND YOU MAY NOT DOWNLOAD, STREAM, ACCESS OR MAKE ANY USE WHATSOEVER OF THIS SOFTWARE OR ANY DOCUMENTS.

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

1. GRANT AND SCOPE OF LICENCE

1.1 In consideration of payment by you of the agreed Licence Fee, where applicable as set out in your order either with us or as may be incorporated into a packaged software offer provided by one of our partners or resellers, and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable license to use the Software and the Documents on the terms of this Licence.

1.2 You may:

(a) download, install and use the Software for your internal business purposes only:

(i) in a single contiguous environment (virtual or physical) operating as a distinct unit (deployment of the Software in series or across multiple partitions is prohibited unless expressly agreed with us in writing), whether physical or virtual if the Licence is a single-user licence or the Software is for single use; or

(ii) if the Licence is an enterprise, multi-user or network licence, by the number of concurrent users, environments or other metric that we have expressly agreed with you in writing;

(b) provided it is used in only one live-environment at any one time, transfer the Software from one environment to another by making a temporary copy, or a number of temporary copies, which shall be deleted irrecoverably immediately following such transfer;

(c) provided you comply with the provisions in condition 2, make up to two (2) copies of the Software for regulatory or back-up purposes only;

(d) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time;

(e) use any Documents in support of the use permitted under condition 1.2 and make up to two (2) copies of the Documents as are reasonably necessary for its lawful use; and

(f) Use the Software and Documentation as expressly set out or in accordance with the rights attached to your particular license key to the Software.

 

2. RESTRICTIONS

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

(a) not to copy the Software or Documents except where such copying is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;

(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs that we have not expressly approved or which are not associated with your license key for the Software;

(d) 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 limited 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 you have made every effort to contact us first and that the information obtained by you during such activities:

(i) is used only for the strict purpose of achieving inter-operability of the Software with another software program; and

(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;

(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 supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

(g) to include our copyright notice on all entire and partial copies you make of the Software on any medium;

(h) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object, and source program listings, object code, and source code), in any form to any person other than your employees without prior written consent from us;

(i) to comply with all applicable technology control or export laws and regulations.; and

(j) not to independently access or use the Software via any communications network or by means of remote access other than such use as is required to be made of the Software as middleware by other software as part of its normal use.

 

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us or our third-party licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.

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

 

4. LIMITED WARRANTY

4.1 Unless we have agreed separate terms with you regarding support and maintenance of the Software, we warrant that:

(a) the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and

(b) that the Documents correctly describe the operation of the Software in all material respects,
for a period of 30 days from the date of installation or first access to the Software (Warranty Period).

4.2 If, within the Warranty Period, you 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].

4.3 The warranty does not apply:

(a) if the defect or fault in the Software results from you having altered or modified the Software;

(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence; or

(c) if your use of the Software or Documentation is on a non-paid, demonstration or similar “free of charge” basis then the Software and/or Documentation are supplied to you on an “as-is” basis and we expressly exclude all warranties that can legally be excluded so that we are not liable to you to the fullest extent that is legally possible. You acknowledge that it would not be commercially viable for us to supply the Software generally to the world or any particular person for free, whilst also offering our standard warranties, and that we therefore only offer such free use on an “as-is” basis without such warranties.

 

5. LIMITATION OF LIABILITY

5.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.

5.2 We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.

5.3 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; where any of the losses set out in condition 5.3(a) to condition 5.3(e) are direct or indirect; or

(f) any special, indirect or consequential loss, damage, charges or expenses whatsoever.

5.4 Other than the losses set out in condition 5.3 (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 by you. This maximum cap does not apply to condition 5.5.

5.5 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.

5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. 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 Documents 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.

 

6. TERMINATION

6.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so including but not limited to where you fail to ensure that we receive the Licence Fee.

6.2 On termination for any reason:

(a) all rights granted to you under this Licence shall cease;

(b) you must immediately cease all activities authorised by this Licence;

(c) you must immediately and permanently delete or remove the Software from all computer equipment in your possession or control, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us in writing that you have done so; and

(d) We may disable or prevent your access to the Software and/or Documentation.

 

7. COMMUNICATIONS BETWEEN US

7.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 7. Your continued use of the Software and Documents following the deemed receipt and service of the notice under condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.

7.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for, or where applicable your registration of, the Software.

7.3 Note that any notice:

(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

 

8. EVENTS OUTSIDE OUR CONTROL

8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.

8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks and other circumstances that would commonly be referred to as force majeure.

8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

 

9. HOW WE MAY USE YOUR PERSONAL INFORMATION

Although our Software generally operates in a manner that does not provide us with access to your data (whether personal or not) we may, for example, collect contact information from you in order to provide our services to you. 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 Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.

 

10. OTHER IMPORTANT TERMS

10.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

10.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3 This Licence and any document expressly referred to in it including any applicable and additional terms of use which may be imposed by or in relation to third party software packaged with or alongside the Software as provided by our partners or resellers from time to time (which shall not be deemed to reduce the level of any of your obligations or responsibility as regards the Software provided under this Licence) 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 Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

10.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

10.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

10.6 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.