Software End User License Agreement (EULA) for Change Journey Navigator and High Impact Changemaker

THIS END USER LICENSE AGREEMENT (“EULA”) is between Applied Change Ltd, hereinafter referred to as the “Licensor,” and any individual or entity accessing and using the software, hereinafter referred to as “Licensee.”

1.       Definitions

  • “Software” refers to the cloud-based application called Change Journey Navigator and associated content provided by the Licensor including The High Impact Changemaker Framework.
  • “Service” refers to the online services provided in conjunction with the Software.
  • “Data” refers to any information or content uploaded, stored, or transmitted by Licensee through the Service.
  • “Authorized User” refers to Licensee’s employees, agents, or other individuals authorized to use the Software under Licensee’s account.
  • “Viruses”  means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  • “Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

2.       Grant of Licence and Restrictions

In consideration of Licensee agreeing to abide by the terms of this EULA, Licensor grant to Licensee a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Services and the Software. This licence is granted solely for Licensee’s business purposes and not for resale or unlicensed commercial hosting. Licensee must comply with all applicable laws and regulations in respect of its activities under this EULA.

The Licensee shall not:

  1. attempt to copy, reverse engineer, decompile, download or disassemble the Software;
  2. sublicense, lease, rent, distribute or loan the Software;
  3. alter, modify, or create derivative works of the Software;
  4. access all or any part of the Services and/ or Software to build a product or service which competes with the Services and/ or Software;
  5. use the Software for high-risk activities including but not limited to, operations in nuclear facilities, air traffic control, or life-support systems;
  6. use the Software to transmit any Viruses or Vulnerabilities;
  7. use the Software in excess of any numbers of Authorised Users subscriptions from time to time for any purpose that is unlawful or prohibited by this EULA;
  8. store, access, publish, disseminate, distribute or transmit any material which:
    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence
    5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    6. is otherwise illegal or causes damage or injury to any person or property,

and Licensor reserve the right, on no less than thirty (30) days’ prior written notice to Licensee, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Services and Software for the duration of time that the breach remains unremedied.

3.       Data Privacy & Security

Licensee shall have sole responsibility for the legality, reliability, accuracy and quality of all Licensee Data.

Licensee licenses Licensor to use Licensee Data for the proper performance of the Services and provision of the Software; and for the purposes described in Licensor’s Privacy Policy (https://appliedchange.co.uk/privacy-policy/).

The Licensor retains the right to monitor Licensee’s use of the Software to ensure compliance with this EULA, and to improve the Licensor’s products and services.

Licensor may retain and utilize the Data captured during the Licensee’s use of the Software for the purpose of continued development, enhancement, and optimization of the Software. The use of such Data will be in an aggregated or anonymized manner such that individual Licensee data or information cannot be individually identified. The use and retention of the Data shall also be in compliance with applicable data protection and privacy laws.

By continuing to use the Software, Licensee consents to the collection, use, and retention of their Data as outlined above.

4.       Reservation of Rights and Ownership.

The Licensor reserves all rights not expressly granted to the Licensee in this EULA. The Software is protected by intellectual property law and treaties. The Licensor owns all intellectual property rights in the Software and the Services.

5.       Termination

If Licensee or an Authorised User violates any provision of this EULA, this licence may be terminated by Licensor immediately. Upon termination, Licensee must cease all use of the Software and Services.

6.       Limitation of Liability

Licensee accepts responsibility for the selection of the Software and Services to achieve Licensee’s intended results and acknowledge that the Software and Services have not been developed or designed to meet or support any individual requirements Licensee has. In no event shall Licensor be liable for any:

  1. indirect, incidental, special, or consequential damages;
  2. damages for loss of profits, sales, revenue, data, or data use;
  3. business interruptions;
  4. loss of anticipated savings;
  5. wasted expenditure;
  6. loss of business opportunity; goodwill or reputation;

incurred by Licensee or any third party, whether in an action in contract or tort. To the maximum extent permitted by applicable law, Licensor’s total liability under this EULA will not exceed the amount Licensee paid for the Software in the 3 months’ preceding the claim.

Nothing in this EULA shall limit or exclude Licensor’s liability for:

  1. death or personal injury resulting from Licensor’s negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability that cannot be excluded or limited by English law.

7.       No Warranties

The Software and Services are provided “AS IS”. Unless expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, which are binding on Licensor., . While Licensor makes reasonable efforts to ensure the Software’s reliability and accessibility, it does not guarantee uninterrupted service, service at any particular time, or the integrity of data stored or transmitted via its system. Licensor does not warrant that the Software will meet Licensee’s requirements or that its operation will be uninterrupted or error-free.

8.       Indemnity

Licensee agrees to indemnify, defend, and hold harmless the Licensor from any and all claims, losses, liabilities, damages, expenses, and costs (including legal fees) resulting from Licensee’s or Authorized User’s breach of this EULA or unauthorized use of the Software or Services. Licensee’s obligation to indemnify will survive the expiration or termination of this EULA.

9.       Updates and Changes

Licensor may, from time to time, update, modify, or discontinue the Software and or Services without notice. This EULA applies to all updates or enhancements.

Licensor may update the terms of this Licence at any time. Continued use of the Software shall constitute acceptance to the terms of this EULA, as varied. For reference, the date of this version of the EULA is below. If Licensee does not wish to accept the terms of the EULA (as varied) Licensee must immediately stop using and accessing the Software.

10.     Governing Law

This EULA shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales without regard to its conflict of laws principles.

11.      Assignment

Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this EULA to any third party without Licensor’s prior written consent.

12.     Entire Agreement

This EULA contains the entire agreement between the parties and supersedes all prior and contemporaneous understandings or agreements, whether written or oral. If any provision of this EULA is found to be void or unenforceable, the remainder of the EULA shall remain in full force and effect.

13.     Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

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