EULA
END-USER LICENSE AGREEMENT
This licence agreement is made between Safety Zap (the ‘Licensor’) UK, Company Registration SC737048 and the signatory Licensee at the end of this document.
CONTRACT ELEMENTS
This End User Licence Agreement refers to the ability to access the software for the generation and maintenance of Risk Assessments:
• Via the Safety Zap Risk Assessment Portal
• Using the Risk Assessment Application
• Through the number of user licences selected, registered and paid for by subscription
• Starting on the date of first payment
• With the licence period ongoing until the licensee decides to terminate or cease payment
1. GRANT OF LICENCE
a) In consideration of the payment paid by the Licensee to the Licensor the Licensor hereby grants the non-exclusive right to the Licensee for the access to the software for the period specified in the contract subject to termination provisions set out below.
b) The Licensee will be given system administrator rights to enable the continuous update of system configuration items, and the addition of specified users. The Licensee shall keep a record of the number and the names of all users and shall permit the Licensor to inspect such records at all reasonable times.
c) Additional Risk Assessor or View Only Licences can be added (purchased) as requested by the Licensee’s organisation. For the avoidance of doubt “organisation” shall mean the group of companies, departments or functions of the Licensee entering into this contract.
2. COOKIES AND LOCAL STORAGE
a) In logging into the Safety Zap portal and using the system, you agree to the service storing information locally on your browser. This local information allows the portal to operate and improve your user experience.
b) As part of our continued approach to keeping the portal up to date, we may also record
issues you may experience and use this information to help us resolve those issues.
c) Any information we receive on your use of the portal is purely for the improvement of the portal and will never be used for any other purpose or given to third parties.
d) We use Google Analytics to track routes through the website and portal for us to improve the customer experience and customer journey.
3. COPYRIGHT & INTELLECTUAL PROPERTY
The software has two distinct components:
a) Core code: The Intellectual Property rights / Trademarks and copyrights to the underlying Safety Zap platform remain the sole ownership of Safety Zap at all times. Any changes made to the underlying platform and software code as part of this project are treated as extensions to the platform and remain the ownership of Safety Zap.
b) Configuration: Licensee-specific configuration of the solution to meet Licensee’s operating needs remain the property of the Licensee. These include areas such as added document content and licensee-specific images.
4. RESTRICTED ACTS
a) The Licensee may not modify, adapt, rent, sell or create derivative works based on the Risk Assessment App in whole or part without the express authority of the Licensor.
b) No licence is granted for any general reproduction, republication resale or transmission of the App.
c) You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licenced Application, or any part thereof.
d) Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
e) The Licensor reserves the right to modify the terms and conditions of licensing.
5. WARRANTY & SUPPORT
a) The Licensor will use its best endeavours to ensure the software is error free. Any errors captured and reported back, where possible, will be fixed as efficiently as possible.
b) The Licensor’s entire liability for a breach of the warranty will be a refund of the payment made by the Licensee for the relevant affected period (months) affected.
a) As part of our continued approach to keeping the platform up to date, we may also record issues you may experience and use this information to help us resolve those issues.
b) The application will meet the specification agreed in the contract and will continue to meet it during the license period, provided that the Licensor has not introduced errors due to access configuration (Wi-Fi or internet) or lack of understanding in relation to the scope of the app.
c) The Licensor has used all reasonable endeavours to ensure (including without limitation by the use of all generally available and accepted anti-virus software and procedures) that the application is free from harmful code of any description (whether called locks, viruses, worms or otherwise) including any computer code, programming instruction, or set of instructions that is intentionally constructed to damage, interfere with or otherwise adversely affect computer programs and/or datafiles and/or hardware and/or computer systems and/or networks.
d) The application and associated documentation (excluding for the avoidance of doubt the Third-Party Source Materials) is the Licensor's own original work and shall not been copied in whole or in part.
e) Hosting services and data protection are provided in accordance with the Licensor’s standard Server Security Policy.
f) The Licensees and End-Users acknowledge that the Licensor has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
6. LIABILITY
• Under no circumstances, including negligence will either party be liable for incidental, special or consequential damages that result from the use or inability to use the software.
• In no event shall the Licensor’s total liability to the Licensee for damages, losses or costs exceed the monthly amount paid by the Licensee for this Licence and any further Licences issued in accordance with the above.
7. VERSION RELEASE & UPGRADES
a) Where a new issue, update or version, be it either minor or major, of the software is released by the Licensor it shall be installed automatically as part of the standard release process. However, activation of selected new features or implementation of new features on applications is at the Licensors discretion and option.
b) If the Licensor reduces or replaces the functionality contained in the software and provides such functionality as a separate or renamed product, then the Licensee shall be entitled to licence such software product at no additional licence fee or maintenance fee or need to be reviewed and agreed prior to such reduction and replacement of the functionality.
c) If the Licensor releases an option, future product or other release that has substantially the same functionality as the products listed and/or contained in this license, and it ceases to provide maintenance for the older software product, then the Licensee shall be given the option to exchange licenses for such replacement product or functionality at no additional charge.
d) If the Licensor releases a new product or feature which is not part of the existing functionality of the products listed in this EULA, then the Licensor reserves the right to charge for the use of this functionality. The additional costs will be optional for the Licensee.
e) The licenced App requires web browser access via Google Chrome, Microsoft Edge / Internet Explorer, Opera, Safari or Mozilla Firefox and the latest version is recommended.
f) The Licensor attempts to keep the licenced Application updated so that it complies with modified/new versions of the access software and new hardware.
g) The Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
8. TERMINATION
• This licence is effective unless terminated or until the licence period has expired.
• On termination, neither party is obliged to renew the licence.
• The Licensor may terminate the licence by informing the Licensee as to the reason why.
• The licence will be terminated immediately without notice from the Licensor if the Licensee fails to comply with any provision of this EULA or failure to maintain the subscription fee.
• On termination, the Licensor will remove access to the site immediately and after 30 working days any data held will be permanently deleted.
• If the Licensee fails to maintain the subscription, the Licensor will suspend access to the site for up to 30 working days. Should the subscription fail to be renewed, after 30 working days any data held will be permanently deleted.
9. CONFIDENTIALITY
The Licensor shall keep confidential all information acquired or held [stored] in relation to this product, except where:
a) It is required to disclose the information under compulsion of any applicable law.
b) It is requested to disclose the information by the relevant regulatory agency.
c) The confidential information ceases to be confidential.
Neither Party shall be entitled to make or issue any announcement, circular or other publicity in whatever form regarding its relationship with the other Party without the prior written consent of the other Party.
10. GENERAL
This Licence:
• Is subject to English and Scottish Law.
• Supersedes all prior understandings and agreements which was not written in this EULA. Such understandings and agreements shall be null and void and shall have no effect to this EULA.
• The licence may not be reassigned by the Licensee without the written consent of the Licensor.
11. LICENCE AGREEMENT
This Agreement, in conjunction with our Privacy Policy, constitute the entire agreement between the Licensor [EcoSystemApp Limited] and you, the Licensee with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.