End User Licence Agreement (EULA)
PLEASE READ THESE LICENCE TERMS CAREFULLY (LAST UPDATED: FEBRUARY 2023)
BY ACCESSING THE SOFTWARE, YOU AGREE TO THESE TERMS WHICH BIND YOU.
1.1. Administrator: a contractor, agent or employer who has purchased a subscription to use the Software and has provided you with Access to the Software.
1.2. Access Link: as provided to you by your Administrator which enables you to access the Software in accordance with these terms.
1.4. Documentation: materials provided to you by us or via the Administrator which relate to the use of the Software.
1.5. Intellectual Property Rights: patents, rights to inventions, copyright, moral rights, trade 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 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.
1.6. Licence Restrictions: as set out in clause 7.
1.7. Software: any of our software, platforms or services provided by us to your Administrator from time to time which you are granted Access, including the data supplied with the software, data input, and any updates or supplements to it.
1.9. we, us, our: IMP Software Ltd incorporated and registered in England and Wales with company number 11843421 whose registered office is at 2nd Floor, Stratus House, Emperor Way, Exeter, EX1 3QS.
1.10. Website: impsoftware.co.uk.
2. HOW TO CONTACT US
2.1. If you wish to get in touch, please contact us.
2.2. If we have to contact you, we will do so by email or telephone, using the contact details you have provided in the form accessible via the link provided.
3. THE LICENCE
3.1. We grant you a non-exclusive, royalty-free, worldwide licence to use the Software and the Documentation in accordance with these terms for your use only on the condition that an Administrator has provided you with Access and the Administrator complies with the terms agreed between us and the Administrator. If the Administrator defaults on our terms, we have the right to suspend and/or remove your access to the Software and Documentation with immediate effect.
3.2. This licence grants you the right to use the Software as directed by your Administrator for the duration of the Administrator's subscription. Your use of the Software is subject to the restrictions and terms of this Licence, including but not limited to the Licence Restrictions.
4. YOUR PRIVACY
5. USE OF THE SOFTWARE
5.1. If you want to learn more about the Software or have any problems using the same please go to the support page on our Website in the first instance, available via: https://impsoftware.zendesk.com/hc/en-us or contact support on firstname.lastname@example.org
5.2. The Software has not been developed to meet individual requirements. Please check that the facilities and functions of the Software meet your requirements.
5.3. The Software may require specific programmes in order for you to access all or part of the Software.
5.4. In order to Access and log in to the Software you must use a web browser. We recommend using the latest version of Google Chrome or Microsoft Edge.
5.5. You must have a compatible device and comply with these terms and conditions to Access the Software.
5.6. From time to time, we may update and change the Software to improve performance, enhance functionality, reflect changes or address security issues.
5.7. If you download or stream the Software onto any device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the device.
5.8. Once you have been provided with Access, you will be able to set up a username and a password. You must set up a password to access the Software.
5.9. You must not share your username and/or password with anyone.
5.10. You must use the Software with all reasonable care and skill and use your best efforts to ensure the veracity of information input by you.
6. LICENCE PERMISSIONS
6.1. In return for you agreeing to comply with these terms and the Licence Restrictions you may:
6.1.1. access the Software on multiple devices for your own use (as directed by the Administrator) in accordance with these terms and conditions; and
6.1.2. use the Software in accordance with the Administrators' instructions and these terms and conditions, but where the Administrators' instructions conflict with these terms, these terms take precedence.
7. LICENCE RESTRICTIONS
7.1. You agree that you will comply with these terms and all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software.
7.2. You agree that you will not (except where explicitly permitted by the terms of this licence):
7.2.1. use the Software within a software application, website or software which competes with our operations;
7.2.2. exceed the indicated storage capability of the Software (as notified to you from time to time);
7.2.3. disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software;
7.2.4. provide access to or copies of the Software in whole or in part to third parties either directly or by sharing or otherwise disclosing the Access or your username or password;
7.2.5. rent, lease, sub-license, loan, provide, or otherwise make available, the Software in any form, in whole or in part to any person and in no circumstance in competition with our operations;
7.2.6. use screen-recording technology to record and/or capture your use of the Software.
7.3. The Software must be used in an acceptable manner, as such you must not use the Software:
7.3.1. in any unlawful manner, for any deceitful purpose or any unlawful purpose, including terrorism or extremism 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;
7.3.2. to breach in any way any applicable local, national or international law or regulation;
7.3.3. to cause harm (or attempt to harm) in any way;
7.3.4. to create and/or share sexually explicit material or indecent images
7.3.5. to bully, insult, intimidate or humiliate any person; and
7.3.6. impersonate any person or misrepresent your identity or affiliation with any person;
7.4. You must not:
7.4.1. infringe our Intellectual Property Rights or those of any third party in relation to your use of the Software or Documentation, including by the submission of any material (to the extent that such use is not licensed by these terms);
7.4.2. permit any third party to infringe the Intellectual Property Rights or those of any third party in relation to their use of the Software or Documentation, including by the submission of any material;
7.4.3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software;
7.4.4. use the Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
7.4.5. collect or harvest any information or data from the Software or our systems or attempt to decipher any transmissions to or from the servers; and
7.4.6. intentionally or recklessly input incorrect information into the Software.
7.5. If in our sole opinion you are in breach of this clause 7 then we may, at our discretion, take any or all of the following actions:
7.5.1. terminate your use of the Software; and/or
7.5.2. block your access to the Software; and/or
7.5.3. report your activity to the appropriate authority and/or the Administrator; and/or
7.5.4. bring action against you in respect of your breach and pursue you for any damages arising from your action.
8. CHANGES TO THESE TERMS
8.1. We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.
8.2. If you do not accept the changes you may not be permitted to continue to use the Software.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. All Intellectual Property Rights in the Software and Documentation throughout the world belong to us (or our licensors) and the rights in the same are licensed (not sold) to you. This includes any modifications, updates, later versions, or adaptations to the Software and/or Documentation. You have no Intellectual Property Rights in, or to, the Software or Documentation other than the right to use them in accordance with these terms.
9.2. You agree to notify us and the Administrator of any restrictions on usage and any other contractual restrictions arising in respect of any third-party Intellectual Property Rights.
9.3. You agree to indemnify us in full against all losses (whether direct or indirect) in connection with any claim made against us for actual or alleged infringement of a third party's Intellectual Property Rights in connection with your use of the Software and/or Documentation. This indemnity extends to any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by us.
10. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
10.1. Nothing in these terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
10.2. Regardless of how you use our Software and/or Documentation, we have no liability to you:
10.2.1. whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this end user licence agreement for any indirect or consequential loss or damage;
10.2.2. for any loss or damage suffered, including loss of work, income, or employment, where our performance is delayed due to technical issues with your equipment; or
10.2.3. for any business or commercial losses, you or another party may suffer from use of or access to the Software including use as permitted or as restricted by the terms of this licence.
10.3. The Software 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).
10.4. 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.
11. WE MAY END YOUR LICENCE IF YOU BREAK THESE TERMS
11.1. We may end your licence at any time by contacting you if you have broken these terms in a serious way, if the Administrator has breached our terms and/or if the Administrator's subscription to the Software ends. If what you have done can be put right, we will give you a reasonable opportunity to do so but we reserve the right to terminate your use/block your access to the Software.
11.2. If we end your rights to use the Software, you must:
11.2.1. stop all activities authorised by these terms, including any use of the Software;
11.2.2. immediately delete or remove the Software from all devices in your possession and confirm to us that you have done this.
12. TRANSFERING THIS AGREEMENT TO SOMEONE ELSE
12.1. 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.
12.2. You may not transfer your rights or your obligations under these terms.
13. NO RIGHTS FOR THIRD PARTIES
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14.1. If a court finds part of this contract illegal, the rest will continue in force.
14.2. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
15. NO WAIVER
15.1. Even if we delay in enforcing this agreement, we can still enforce it at a later date.
15.2. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
16. GOVERNING LAW AND JURISDICTION
The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.