MyNextbase Software: End User Licence Agreement


IMPORTANT:

  • YOU MUST BE 18 YEARS OF AGE OR OVER TO ACCEPT THESE TERMS – IF YOU ARE NOT 18 YEARS OF AGE OR OVER, YOU ARE NOT PERMITTED TO USE THIS SOFTWARE OR THE ASSOCIATED SERVICES, NOR ARE YOU PERMITTED TO ACCEPT THESE TERMS ON BEHALF OF ANY BUSINESS THAT YOU REPRESENT.
  • PLEASE READ THESE LICENCE TERMS CAREFULLY AS THEY CONTAIN LEGAL OBLIGATIONS AND IMPORTANT TERMS ON WHICH WE INTEND TO RELY – FOR EXAMPLE LIMITATIONS AND EXCLUSIONS ON OUR LIABILITY.
  • BY CLICKING ON THE "ACCEPT" BUTTON, YOU AGREE TO THESE TERMS AND THEY WILL BE BINDING ON YOU OR, FOR BUSINESSES, ON THE BUSINESS THAT YOU REPRESENT.
  • IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THIS SOFTWARE OR THE ASSOCIATED SERVICES AS BY USING THIS SOFTWARE, YOU WILL ACCEPT THESE TERMS.
  • IF YOU ENTER INTO THESE TERMS IN THE UNITED STATES, PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER UNDER THE HEADING “WHICH LAWS APPLY TO THIS LICENCE AND WHERE YOU MAY BRING LEGAL PROCEEDINGS” BELOW. THIS PROVISION AFFECTS HOW DISPUTES RELATING TO THESE TERMS ARE RESOLVED.
  • We recommend that You enter into these terms in Your usual country of residence as certain features and functionalities are country specific, as is the law that will govern these terms. Please see explanation of what “We” means in the paragraph headed “Who we are and what this licence does” below, and the explanation of what “You” and “Your” mean in the “Authority to purchase” bullet point at the end of this “Important” section.
  • We licence You the right to use the Software and the Documentation on these terms. We do not sell the Software or the Documentation to You and You will not own it.
  • The MyNextbase suite of software has a number of different components (including the “Player” (desktop application), “Connect” (mobile device application), and “Cloud” (cloud based application) – some of the terms and conditions set out in this document are only applicable to certain components – We have made this clear where this is the case.
  • The MyNextbase Emergency SOS service requires a valid subscription (chargeable after 12 months), is not available in all countries and has additional requirements in order to function. For full details please see Our website (please see explanation of what “Our” means in the paragraph headed “Who we are and what this licence does” below) and the MyNextbase Emergency SOS service terms for full features, functionality, requirements and limitations Emergency SOS Terms & Conditions.
  • If You have any questions about these terms, please contact Us (Please see explanation of what “Us” means in the paragraph headed “Who we are and what this licence does” below) to discuss before You enter in to them (contact options are provided below under the “Contact Us” heading).
  • If You would like legal advice on these terms, please contact Your legal advisor or, if You are a UK resident, the Citizens Advice Bureau before You enter in to them.
  • We use some phrases in this licence agreement that have set meanings. Where We do this, the phrase will appear in bold the first time We use it or We will tell you where the meaning of that phrase can be found the first time it is used in these terms, and will be capitalised every other time it is used.
  • Some of the terms in this licence apply only to consumers. “Consumer” means an individual acting for purposes which are wholly or mainly outside of that individual's trade, business, craft or profession. For example, limited companies are not ‘consumers’, nor are individuals using the Software or Documentation wholly or mainly for business purposes.
  • In these terms, if We use the words including, include, in particular, for example or any similar expression, We are giving examples and those words shall not limit the sense of the words, description, definition, phrase or term that follows those words.
  • Authority to purchase. If You are not a Consumer, You confirm that You have authority to bind the business on behalf of which You are accepting these terms. In that context, references to “You” and “Your” will be to that business. Otherwise references to “You” and “Your” will be to you, the person entering in to this licence.

Who We are and what this licence does

We are Portable Multimedia Limited (company number 04038169, England) trading as “Nextbase”. Our registered office is at Dorna House Two, 52 Guildford Road, West End, Woking, GU24 9PW, England. We will be referred to as “We”, “Us” or “Our” in these terms.

In return for Your agreement to comply with these terms, We license You to use:

  • The MyNextbase suite of software (including the “Player” (desktop application), “Connect” (mobile device application), and “Cloud” (the cloud based application) together the ("Software") and any updates or supplements to it; and
  • The related electronic documentation and materials (for example instruction manuals and user guides) ("Documentation").

Your privacy:

  • Under data protection legislation, We are required to provide You with certain information about who We are, how We process Your personal data and for what purposes and Your rights in relation to Your personal data and how to exercise them.
  • This information is provided at https://legal.nextbase.com/en/privacy-policy and it is important that You read that information.
  • Please be aware that internet transmissions are never completely private or secure and that any message or information You send using the Software or any associated service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

We may collect location data

  • Certain services accessible via the MyNextbase Software (for example the MyNextbase Emergency SOS service) use location data sent from Your devices. Please see Our privacy policy for details.
  • All location data will be processed in accordance with Our privacy policy.

We may collect technical data about Your PC, laptop, phone and devices

  • By using the Software and the Documentation, You agree to Us collecting and using technical information about the devices You use the Software and Documentation on and related software, hardware and peripherals to improve Our products and software and to provide any services to You. Such information and data will be used in accordance with Our privacy policy.

Additional terms for specific services

In addition, the services set out below will be governed by and will be subject to additional service terms:

  • MyNextbase Emergency SOS service (accessed via the MyNextbase Connect App)
  • MyNextbase Cloud service

Please see Our website for details of the terms applicable to the above services.

App store terms also apply

The ways in which You can use the MyNextbase Connect App and associated Documentation may also be controlled by the rules and policies of an App Store in addition to the terms set out in this licence.

If You have downloaded the MyNextbase Connect App from the:

Where there are any conflicts between the two sets of terms, the relevant App Store rules and policies will apply to the extent of that conflict instead of these terms in relation to Your use of the MyNextbase Connect App only. These terms will still apply to the extent there are no conflicts and will still apply to Your use of all other components of the Software and Documentation.

Software features and functionality

  • For full details of the MyNextbase software features, functionality requirements and limitations, please see Our website.
  • Important: the MyNextbase Emergency SOS service (accessible via the MyNextbase Connect App) requires a valid subscription (chargeable after 12 months), is not available in all countries and has additional requirements in order to function – for full details please see Our website and the MyNextbase Emergency SOS service terms Emergency SOS Terms & Conditions for details of full features, functionality, requirements and limitations.
  • As the Software and the Documentation are made available to You at no cost, they are provided “as is”. For example, this means that We give no assurances that the Software or the Documentation will be of satisfactory quality, fit for any particular purpose or as described.

System and hardware requirements

  • In order to function the MyNextbase suite of software requires:
    • for use of the MyNextbase Connect App: Android 5.1 or IOS 12.1 or newer operating system; and
    • for use of the MyNextbase Player desktop application and MyNextbase Cloud:
      • the latest version of a major internet browser; and
      • the latest or two previous versions of Windows or MAC OS operating system (as it may be updated from time to time).
  • In addition, in order to function, the MyNextbase Connect App requires:
    • The MyNextbase Connect App to be open on the relevant smartphone mobile handset; and
    • The relevant smartphone mobile handset to have Wi-Fi or call and data capability (including roaming where applicable).
  • In addition, in order to function, the MyNextbase Player desktop software requires:
    • The computer or device from which the MyNextbase suite of software is accessed to have Wi-Fi access in order to function fully.

Support for the Software, and how to tell Us about problem. If You want to learn more about the Software or if You have any problems using it please view Our support resources.

Contacting Us:

If You wish to contact Us for any reason (for example if this licence requires You to send Us a formal notice) please email, write to or call Our customer service team:

  • for UK:
    • email: [email protected];
    • write to Us at Nextbase Product Support Centre, Unit 2 Caerphilly Business Park, Caerphilly, CF83 3ED; or
    • call +44(0) 2920 866 429.
  • For all other countries: please use Your local contact details as displayed on Our website.

We will confirm receipt of Your postal and email communications promptly, usually by email.

How We will communicate with You. If We have to contact You We will do so by telephone, by email, by SMS, by in-app notification or by pre-paid post, using the contact details You have provided to Us.

How You may use the Software, including how many devices You may use it on

In return for Your agreeing to comply with these terms You may:

  • Install, download or stream to and use a copy of, in each case, the Software (and any updates issued in respect of the Software) on (a) one PC or laptop and (b) one mobile device;
  • View, use and display the Software on the devices permitted in the above paragraph only for Your personal domestic (non-business, non-commercial, non-resale) purposes (if You are a Consumer) or for Your internal business purposes (if You are not a Consumer), and not (regardless of whether or You are a Consumer or a business) for any commercial exploitation or commercial gain;
  • use any Documentation to support Your permitted use of the Software as described above;
  • provided You comply with the licence restrictions set out in this licence, make up to one copy of the Software and the Documentation for back-up purposes (provided where You make such copies You agree that You will not remove Our copyright notices from them);
  • receive and use any free supplementary software code or update of the Software as We may provide to You or make generally available from time to time.

You may not transfer the Software to someone else

We are giving You a personal right to use the Software and the Documentation as set out in this licence.

Unless You obtain Our prior written consent to do so (which if You are a Consumer We will not unreasonably withhold or delay), You may not transfer the Software or the Documentation (or any part of them) or Your rights to use them to someone else, whether for money, for anything else or for free.

If You sell any PC, laptop, phone or device on which the Software or the Documentation is installed then You must remove the Software and the Documentation from it before You sell it unless You obtain Our prior written consent to leave it installed.

Changes to these terms

We may need to change these terms to reflect changes in law or best practice, or to deal with additional features which We introduce, or to reflect changes in Our business or the terms on which We wish to make available the Software or the Documentation.

We will give You notice of any change by sending You an email, a push notification or displaying an in-app notification with details of the change or notifying You of a change when You next access the Software or open the Documentation.

If You do not accept the notified changes You will not be permitted to continue to use the Software and the Documentation, and You must stop using the Software and the Documentation from the point such changes take effect.

By continuing to use the Software or the Documentation, You will be agreeing to such changes to these terms.

Updates to the Software

From time to time We may update the Software for example to improve performance, to enhance functionality, to reflect changes to operating systems or to address security issues.

If You choose not to install such updates or if You opt out of automatic updates You may not be able to continue using the Software or the Documentation unless and until You install the relevant update(s).

If someone else owns the PC, laptop, phone or device You are using

If You download or stream the Software onto any PC, laptop, phone or other device not owned by You, You must have the owner's permission to do so.

Unless You represent a business (in which case that business will be responsible for complying with these terms), You will be responsible for complying with these terms, whether or not You own the PC, laptop, phone or other device.

We are not responsible for other websites You link to

The Software or Documentation 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 or liable for and have not checked or approved their content, their terms and conditions of use / purchase, or their privacy policies (if any).

If You use and / or purchase anything from such independent sites, such use and / or purchases will be governed by separate terms and conditions between You and the relevant owner / operator of the relevant site.

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.

Licence restrictions

You agree that You will:

  • (save as required to be permitted by any applicable law) not rent, lease, sub-license, loan, provide, or otherwise make available, the Software or the Documentation in any form, in whole or in part to any person without prior written consent from Us;
  • (save as required to be permitted by any applicable law) not copy the Documentation or the Software, except that You may make one back-up of the Software as permitted by these terms;
  • (save as required to be permitted by any applicable law) not translate, merge, adapt, vary, alter or modify, the whole or any part of the Documentation or the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Software on devices as permitted by these terms;
  • not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things save as required to be permitted by applicable laws (“Permitted Activity”), and provided that the information obtained by You during such activities:
    • is not disclosed or communicated without Our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to perform the Permitted Activity; and
    • is not used to create any software that is substantially similar in its expression to the Software;
    • is kept secure; and
    • is used only for the Permitted Activity;
  • comply with all applicable technology control or export laws and regulations that apply to the Software and the Documentation and to technology used or supported by the Software or any associated service;
  • not make the Software or the Documentation (whether in whole or in part) available to any other person without Our prior written consent.

Acceptable use restrictions

You must:

  • obey all applicable driving and road safety laws when using the MyNextbase Connect App;
  • not use the Software or any associated service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this licence, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software, any associated service or any operating system;
  • not infringe Our intellectual property rights or those of any third party in relation to Your use of the Documentation, the Software or any associated service;
  • not transmit any material that is defamatory, offensive or otherwise objectionable in relation to Your use of the Software or any associated service;
  • not use the Software or any associated service in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other users; and
  • not collect or harvest any information or data from any Software (or associated service) or Our systems or attempt to decipher any transmissions to or from the servers running any Software.

Ending Your Licence

  • We may terminate the licence granted by these terms immediately by written notice to You if persistently breach this licence or if You breach it in a serious way (for example, misuse of Our intellectual property rights would be regarded as You having breached this licence in a serious way, as would You having breached the Acceptable Use restrictions set out above).
  • We may terminate the licence granted by these terms for any reason not covered by the above paragraph on giving to You not less than 14 (fourteen) days’ notice. We will not terminate this licence on this basis without good reason.
  • If We terminate this licence:
    • all rights granted to You under this licence shall cease on termination;
    • You must cease all activities authorised by this licence on termination; and
    • You must immediately delete or remove the Software and Documentation from all devices in Your possession or under Your custody or control and immediately destroy all copies of the Software and the Documentation, and confirm to Us that You have done this.

Intellectual property rights:

  • You agree that all intellectual property rights in the Software and the Documentation and the associated services throughout the world belong to Us or Our licensors.
  • You agree that the rights in the Software and the Documentation are licensed (not sold) to You on the terms of this licence.
  • You agree that You are licensed to use the Software and the Documentation on a non-exclusive basis – this means that We will grant similar licences to other people.
  • You agree that You have no intellectual property rights in, or to, the Software or the Documentation other than the right to use them in accordance with these terms.
  • You have no rights to access the Software in source code form.
  • You grant to Us a worldwide, royalty-free, sub-licensable licence to use the data (including, for example, any content and videos uploaded by You), information and documentation You use or upload with or to the Software, in each case for:
    • the purpose of providing, performing, analysing and improving the Software and the Documentation. This licence shall last forever and can not be withdrawn (subject to any data privacy rights You may have); and
    • where You have specifically consented to Us doing so, using such content and videos for publicity, marketing and promotional purposes. This licence shall last forever and can not be withdrawn (subject to any data privacy rights You may have).

Our responsibility for loss or damage suffered by You if You entered in to these terms in USA:

  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY STATUTORY DUTY, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, FOR NEGLIGENCE, FOR ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, OUR PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.=
    EXCEPT TO THE EXTENT APPLICABLE LAW REQUIRES OTHERWISE, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF (1) THE AMOUNTS (IF ANY) PAID BY YOU TO US IN CONNECTION WITH THE RIGHTS PROVIDED UNDER THIS AGREEMENT DURING THE PRIOR 12 MONTHS AND (2) £100 (ONE HUNDRED POUNDS).=
    NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY CLAIM FOR DEATH AND PERSONAL INJURY. FURTHER IN THE EVENT ANY DISCLAIMER, EXCLUSION OR LIMITATION IN THIS AGREEMENT CANNOT BE EXCLUDED OR LIMITED ACCORDING TO APPLICABLE LAW THEN ONLY THAT DISCLAIMER, EXCLUSION OR LIMITATION SHALL NOT APPLY TO YOU AND YOU CONTINUE TO BE BOUND BY ALL THE REMAINING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
  • PLEASE ALSO SEE THE LIMITATIONS AND EXCLUSIONS UNDER THE “ENTIRE AGREEMENT” SECTION BELOW.

Our responsibility for loss or damage suffered by You if You are a Consumer (except for persons who entered in to these terms in USA, to whom the provisions in the paragraph above entitled “Our responsibility for loss or damage suffered by You if You entered in to these terms in USA” shall apply):

We are responsible to Consumers for foreseeable loss and damage caused by Us:

  • If You are a Consumer and We fail to comply with these terms, We are responsible for loss or damage You suffer that is a foreseeable result of Our breaking these terms, but We are not responsible for any loss or damage that is not foreseeable.
  • Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time You accepted these terms, both We and You knew it might happen.
  • Since the Software and the Documentation are made available to You at no cost, Our total liability to You in respect of all losses and claims arising out of or in connection with these terms and Your use of the Software and Documentation, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100 (one hundred pounds) in aggregate.
    This means that if We are found to have breached these terms, Our total liability to You will, with a small number of exceptions (please see the above paragraph entitled “We do not exclude or limit in any way Our liability to Consumers where it would be unlawful to do so”), not exceed £100 (one hundred pounds) in total.

We do not exclude or limit in any way Our liability to Consumers where it would be unlawful to do so. This includes liability for death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

When We are liable for damage to Your property if You are a Consumer:

  • If defective digital content that We have supplied damages a device or digital content belonging to You and You are a Consumer, We will either repair the damage or pay You compensation.
  • However, We will not be liable for damage that You could have avoided by following Our advice to apply an update offered to You free of charge or for damage that was caused by You failing to correctly follow installation instructions or to have in place the minimum system requirements advised by Us.
  • Since the Software and the Documentation are made available to You at no cost, Our total liability to You in respect of all losses and claims arising out of or in connection with these terms and Your use of the Software and Documentation, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100 (one hundred pounds) in aggregate.
    This means that if We are found to have breached these terms, Our total liability to You will, with a small number of exceptions (please see the above paragraph entitled “We do not exclude or limit in any way Our liability to Consumers where it would be unlawful to do so”), not exceed £100 (one hundred pounds) in total.

We are not liable to Consumers for business losses.

  • The Software and the Documentation are for use by Consumers for personal domestic (non-business, non-commercial, non-resale) use only.
  • If You are a Consumer and You use the Software or the Documentation for any commercial, business or resale purpose We will have no liability to You for any (i) loss of profit, (ii) loss of business, (iii) business interruption, (iv) loss of business opportunity, or (v) for any special, indirect or consequential losses (which are losses that do not fall within the description of foreseeable losses set out in the “We are responsible to Consumers for foreseeable loss and damage caused by Us” paragraph above).

Our responsibility for loss or damage suffered by You if You are not a Consumer (except for persons who entered in to these terms in USA, to whom the paragraph above entitled “Our responsibility for loss or damage suffered by You if You entered in to these terms in USA” shall apply):

  • Nothing in these terms limits or excludes Our liability for:
    • death or personal injury caused by Our negligence;
    • fraud or fraudulent misrepresentation;
    • any other matter that can not be excluded or limited under English law.
  • We will under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these terms or Your use of the Software and the Documentation for:
    • any loss of profits, sales, business, or revenue;
    • loss or corruption of data, information or software;
    • loss of business opportunity;
    • loss of anticipated savings;
    • loss of goodwill;
    • any indirect loss or damage;
    • any consequential loss or damage; or
    • any special loss or damage.
  • Our residual liability to You:
    • Since the Software and the Documentation are provided to You at no cost, We hereby exclude (to the maximum extent permitted by law) liability for all losses and claims arising out of or in connection with these terms and Your downloading, installation and use of the Software and Your use of the Documentation in each case whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
    • In the event that the above exclusion is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, Our total liability to You in respect of all losses and claims arising out of or in connection with these terms and Your use of the Software and the Documentation, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100 (one hundred pounds) in aggregate.

Limitations to the Software.

  • The Software and Documentation is provided for use in connection with Our products and for general information.
  • The Software and Documentation do not offer advice on which You should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Software and the Documentation.
  • Although We make reasonable efforts to update the information provided by the Software and the Documentation, We make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Please back-up content and data. We recommend that You regularly back up any content and data on Your devices both prior to, during and after installing, accessing and using the Software. It is important You do this to protect yourself in case of problems with the Software, as We are not responsible for backing up Your content and data.

Check that the Software is suitable for You. The Software has not been developed to meet Your individual requirements. Please check that the features and functionality of the Software (as described on Our website) meet Your requirements.

We are not responsible for events outside Our control:

  • If Our provision of the Documentation or the Software or support for the Software is delayed or is unavailable by an event outside Our control then We will let You know and We will take steps to minimise the effect of the delay.
  • Provided We do this We will not be liable for delays caused by the event.

We may transfer this licence to someone else

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 the rights of Consumers under this licence.

You need Our consent to transfer Your rights to someone else

You may only transfer Your rights or Your obligations under these terms to another person if We agree in writing in advance.

No rights for third parties

This licence is between You and Us. No other person shall have any rights to enforce any of its terms.

If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Even if We delay in enforcing this contract, We can still enforce it later

  • Even if We delay in enforcing this agreement, We can still enforce it later.
  • 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 agreement, 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.

Entire agreement

For persons who did not enter in to these terms in the USA:

  • This paragraph does not apply to You if You are a Consumer.
  • If You are not a Consumer:
    • These terms constitute the entire agreement between You and Us in relation to Your use of the Software and the Documentation and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between Us, whether written or oral, in relation to their subject matter.
    • You acknowledge and agree that in entering in to this licence:
      • the Software and the Documentation are provided “as is”;
      • We do not give any representation, warranties, assurances, conditions or undertakings in relation to Software or the Documentation other than those expressly set out in these terms;
      • any representation, assurance, undertaking, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. For example, We will not be responsible for ensuring that the Software and the Documentation are suitable for Your purposes;
      • You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms; and
      • neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

For persons who entered in to these terms in the USA:

  • THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND THE WE MAKE NO REPRESENTATION AND GIVE NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. WE MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR APPLICABILITY FOR A PARTICULAR PURPOSE. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SOFTWARE AND DOCUMENTATION TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE AND DOCUMENTATION. WITHOUT LIMITING THE FOREGOING PROVISIONS, THE RIGHTHOLDER MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE SOFTWARE AND DOCUMENTATION WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE AND DOCUMENTATION WILL MEET ANY OR ALL OF YOUR REQUIREMENTS WHETHER OR NOT DISCLOSED TO US.

Which laws apply to this licence and where You may bring legal proceedings

If You are a Consumer who entered into these terms outside of the USA:

  • This licence is governed by English law and You can bring legal proceedings in respect of this licence, the Software and the Documentation in the English courts.
  • If You live in Scotland You can bring legal proceedings in respect of this licence, the Software and the Documentation in either the Scottish or the English courts.
  • If You live in Northern Ireland You can bring legal proceedings in respect of this licence, the Software and the Documentation in either the Northern Irish or the English courts.
  • Save as described above, if You are a Consumer who entered into this licence within the European Economic Area, these terms are governed by the laws of the country in the European Economic Area in which You entered in to this licence, and You can bring legal proceedings in respect of this licence, the Software and the Documentation in the courts of that country as well as in Your country of residence within the European Economic Area.
  • Save as described above, if You are a Consumer this licence is governed by the laws of the country in which You entered in to this licence, and You can bring legal proceedings in respect of this licence, the Software and the Documentation in the courts of that country as well as in Your usual country of residence.

If You are not a Consumer and did not enter into these terms in the USA:

  • These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with English law.
  • We both irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms of their subject matter or formation (including non-contractual disputes and claims).

If You entered in to these terms in the USA:

  • These terms are governed by the federal law of the United States and the laws of the state of Delaware, provided however, that the laws of the U.S. state where You live will govern claims under state consumer protection, unfair competition, or similar laws to the extent required by law. To the fullest extent permitted by law, We and You expressly agree hereby to waiver any right to a trial by jury in connection with these terms.
  • You and We agree to the jurisdiction of Delaware to resolve any dispute, claim or controversy that arises in connection with these terms and is not subject to mandatory arbitration as described below.
  • CLASS ACTION WAIVER AND AGREEMENT TO BINDING ARBITRATION
    • Agreement to Arbitrate. If You entered into these terms in the United States, this clause applies to You. If a dispute, claim or controversy of any kind with respect to any of Our products, services or any other aspect of these terms, arises between You and Us, and the parties are unable to resolve the dispute informally within a reasonable period of time, YOU AND WE HEREBY AGREE TO RESOLVE THE DISPUTE THROUGH BINDING INDIVIDUAL ARBITRATION before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury.
    • Class Action Waiver. Any proceedings, including but not limited to class action lawsuits, class-wide arbitrations, private attorney-general actions, or the combining of individual actions without the consent of all parties, are prohibited. BY ACCEPTING THIS AGREEMENT, YOU AGREE NOT TO BEGIN OR PARTICIPATE IN ANY OF THE ABOVE-MENTIONED CLASS AND MULTI-PARTY PROCEEDINGS, AND ANY ACTION PURSUED BY YOU AND ANY REMEDIES, IF ANY, AWARDED TO YOU, MUST BE ON AN INDIVIDUAL BASIS, AS PROVIDED IN THIS CLAUSE. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) will be severed from arbitration and may be pursued in court. If this paragraph is found to be unenforceable, then the entirety of this Class Action Waiver and Agreement to Binding Arbitration shall be null and void.
    • Exceptions. Notwithstanding any contrary statement above, nothing herein will be deemed to waive a party’s rights (1) to bring an individual action in a U.S. small claims court or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling of the arbitrator, or (3) bringing issues to the attention of federal, state or local agencies (and such agencies may be able to seek relief on a party’s behalf as allowed by law). In addition, this class action waiver and agreement to binding arbitration shall not require arbitration of disputes relating to the enforcement or validity or Your (or Your licensors’) or Our (or Our licensors’) intellectual property rights.
    • Conduct of Arbitration. In the event of a binding individual arbitration proceeding between parties, a neutral arbitrator will decide and the arbitrator’s decision will be final except to the limited extent appeal is permitted under the FAA, and the arbitrator shall have the exclusive power to rule on his/her own jurisdiction, including any ruling as to the existence, scope or validity of this agreement, or to the arbitrability of any claim or counterclaim. Any arbitration pursuant to these provisions shall be conducted according to the Consumer Arbitration Rules of the AAA (or, if You are a non-Consumer covered by this provision, the Commercial Arbitration Rules of the AAA) or the equivalent rules then in force, except to the extent modified by these terms. Any arbitration hearings will take place in the county or parish of Your residence, unless the applicable AAA rules provide for telephonic hearing and/or hearing solely on the basis of documents under the circumstances. The arbitrator shall issue a reasoned decision in writing that is sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
    • AAA Rules; Fees. The AAA Rules, along with instructions on initiating an arbitration, are available at www.adr.org, and You can contact the AAA at 1-800-778-7879. If You are required to pay a filing fee in connection with the arbitration, We will reimburse You for the filing fee unless Your claim is for an amount greater than $10,000. We will cover any other applicable arbitration fees, or arbitrator compensation, that are greater than the fees You would be required to pay in connection with pursuing Your claim in court, We will pay the portion of such fees or amounts in excess of the fees You would have paid in a court action.
    • Survival. This Class Action Waiver and Agreement to Binding Arbitration shall survive the termination of these terms and any license granted hereunder.