End User Licence Agreement (EULA)
VERSION DATED: 3 October 2022
PLEASE READ CAREFULLY BEFORE LOGGING IN:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Fire DNA Limited (company number 12014720) of Ashcombe Court, Woolsack Way, Godalming, Surrey, GU7 1LQ (Licensor, our, us or we) for:
- The “FIRE-DNA” computer software available at https://app.fire-dna.com, the services and data supplied with the software, and the associated media (Software); and
- online documents relating to the use of the Software (Documents).
Access to the Software and Documents is available only to (i) accounts authorised by us or by our Customers who subscribe for access to the Software for the employees, officers and directors of our Customers and agents or contractors working within our Customers’ business and (ii) on a limited basis, members of the general public (Public Users) who wish to verify the inspection status of fire safety equipment marked with Fire-DNA labels or RFID devices (Public Purpose).
Your use of the Software and Documents shall be on the basis of this Licence, subject to any agreement between us and a Customer on whose behalf access to the Software has been granted to you. We do not sell the Software or Documents to you and we remain the owners of the Software and Documents at all times.
OPERATING SYSTEM REQUIREMENTS: Access to the Software is subject to operating system requirements for mobile devices set out in the App Store (for iOS devices) or Google Play Store or equivalent (for Android and Android-based devices) and to any browser requirements we may specify from time to time. The ways in which you can use the Software and Documentation may also be subject to the rules and policies of the App Store, Google Play Store or equivalent.
IMPORTANT NOTICE TO ALL USERS:
- BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN 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 ACCESS THIS SOFTWARE OR DOCUMENTS.
|“ACCEPT” BUTTON||“REJECT” BUTTON|
You may print a copy of this Licence for future reference.
1.1 Our customer (“Customer”) has entered into a Software Subscription Agreement with us incorporating certain standard terms to which this Licence is subject, which can be viewed at the following link: here.
1.2 In consideration of (i) payment by our Customer of the agreed fees as set out in the relevant subscription agreement and (ii) you agreeing to abide by the terms of this Licence (as applicable), we grant to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this Licence.
1.3 You may:
1.3.1 only download, install and use the Software for (i) the internal business purposes of a Customer; and (ii) for the Public Purpose;
1.3.2 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; and
13.3. use any Documents in support of the use permitted under condition 3 and make copies of the Documents as are reasonably necessary for its lawful use.
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1 not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;
2.1.3 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;
2.1.4 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:
(a) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(c) is not used to create any software which is substantially similar to the Software;
2.1.5 not to use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software, Documents or any operating system;
2.1.6 not infringe our intellectual property rights or those of any third party in relation to your use of the Software, including by the submission of any material (to the extent that such use is not licensed by these terms);
2.1.7 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software;
2.1.8 not use the Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
2.1.9 not collect or harvest any information or data from the Software or our systems or attempt to decipher any transmissions to or from the servers running any service in connection with the Software;
2.1.10 to ensure that the Software is used by you in accordance with the terms of this Licence;
2.1.11 to include our copyright notice on all entire and partial copies you make of the Software on any medium;
2.1.12 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 without prior written consent from us; and
2.1.13 to comply with all applicable technology control or export laws and regulations.
3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, 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.
The Software Subscription Agreement sets out the full extent of our obligations and liabilities to the Customer in respect of the supply of the Software and Documents. To the extent permitted under law, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us in respect of this Licence. 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.
5.1 Except as set out condition 5.2, we shall not in any circumstances be liable to you for any loss or damage arising under, or in connection with this Licence, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and you accept and agree that to the extent any claim exists or arises in relation to provision of the Software or the Documents, you may only bring such claim against any Customer who has given you authority to act as an Authorised User for the purposes of the Software Subscription Agreement.
5.2 Nothing in this Licence shall limit or exclude our liability for:
5.2.1 death or personal injury resulting from our negligence;
5.2.2 fraud or fraudulent misrepresentation; or
5.2.3 any other liability that cannot be excluded or limited by English law.
6.1 We have no obligation to you to continue to make access to the Software and Documentation available and may suspend or terminate access to the Software and Documentation at any time without prior notice..
6.2 On termination for any reason:
6.2.1 all rights granted to you under this Licence shall cease;
6.2.2 you must immediately cease all activities authorised by this Licence; and
6.2.3 you must immediately and permanently delete or remove the Software from all computer equipment in your possession, 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 that you have done so.
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 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 may do so by email to the address provided in accordance with the registration of your user account.
7.3 Note that any notice:
7.3.1 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
7.3.2 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.
8.1 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 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.
8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
8.3.1 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
8.3.2 without limitation of our other rights, we may terminate this Licence without prior notice.
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 Notice here.
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 give prior agreement in writing.
10.3 This Licence and any document expressly referred to in it constitute 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, 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.