EULA (End User Licence Agreement)

This licence agreement is a legal agreement (or “Licence”) between you (“Licensee” or “you”) and QUANTAVIA LIMITED, a company incorporated in England and Wales (registration number 12147573) having its registered office at Launchpad, Falmouth University, Treliever Road, Penryn, Cornwall, United Kingdom, TR10 9FE (Licensor, us or we), for the use of the HCM Live app (“App”) and any updates or supplements to it.

We license the use of the App to you on the basis of these terms. We do not sell the App to you. We, or our licensors, remain the owners of the App at all times.

1. Grant and scope of Licence

   1. In return for agreeing to comply with these terms we grant to you a non-exclusive, non-transferable licence to:

      1. download a copy of the App onto your mobile telephone or handheld devices onto which applications may be downloaded and view, use and display the App on such devices, for your internal business purposes; and
      2. receive and use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as may be provided by us from time to time.

2. Restrictions

   1. Except as expressly set out in this Licence or as permied by any local law which is incapable of exclusion by agreement between the parties, you shall not:

      1. rent, lease, sub-license, loan, provide, or otherwise make available, the App in any form, in whole or in part to any person without prior written consent from us;
      2. copy the App, except as part of the normal use of the App, or where it is necessary for the purpose of back-up or operational security;
      3. translate, merge, adapt, vary, alter or modify, the whole or any part of the App, nor permit the App or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the App on devices as permitted in this Licence;
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App available to any third party; or
      5. disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 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 App with another software program, and provided that the information obtained by you during such activities:
         1. is not unnecessarily disclosed or communicated without our prior written consent to any third party;
         2. is not used to create any software that is substantially similar in its expression to the App;
         3. is kept secure; and
         4. is used only for the purpose of achieving inter-operability of the App with another software programme.

   2. You shall not use the App:

      1. 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 App or any operating system;
      2. to infringe our intellectual property rights or those of any third party in relation to your use of the App, including by the submission of any material, (to the extent that such use is not licensed by this Licence);
      3. to transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App;
      4. in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
      5. to collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running the App;

3. Intellectual property rights

   1. All intellectual property rights in the App anywhere in the world belong to us (or our licensors) and the rights in the App are licensed (not sold) to you. You have no intellectual property rights in, or to, the App other than the right to use them in accordance with this Licence.

   2. You acknowledge that you have no right to have access to the App (or any part of the App) in source code form.

4. Limitation of liability

   1. Nothing in this Licence shall limit or exclude our liability for:

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

   2. We shall have no liability to you for any:

      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. wasted expenditure;
      5. loss or corruption of data or information;
      6. loss of business opportunity, goodwill or reputation; or
      7. any special, indirect or consequential loss, damage, charges or expenses.

   3. Other than the losses set out in Section 4.2 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100.

   4. The App is provided for general information only. It does not oer 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 App. Although we make reasonable efforts to update the information provided by the App, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

   5. You acknowledge that the App has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the App meet your requirements.

   6. We only supply the App for business use which is your use in the course of your business or employment, and you agree not to use the App for any re-sale purposes.

   7. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App.

   8. We are not responsible for events outside our control. If our provision of the App or support for the App is delayed by an event outside our control then we will contact you as soon as possible to 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.

   9. We make no representation, warranty or guarantee, whether express or implied, that your use of the App will be uninterrupted, or error free or that the App will be compatible with your device or operating system.

5. Termination

   1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

   2. On termination for any reason:

      1. all rights granted to you under this Licence shall cease;
      2. you must immediately cease all activities authorised by this Licence; and
      3. you must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.

6. Changes to this licence and updates to the App

   1. We may change and/or update this Licence to reflect any changes to the App, changes in the law or to deal with additional features which we introduce, at any time on notice to you in accordance with this Section 6.

   2. Your continued use of the App following the deemed receipt and service of the notice shall constitute your acceptance to the updated Licence. If you do not wish to accept the updated Licence terms you will not be permitted to continue to use the App.

   3. From time to time we may automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App for these reasons.

   4. 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 App.

   5. We will notify you in the event that we withdraw the App from service and/or replace the App.

7. How we use your personal information

   1. Under data protection legislation, we are required to provide you with certain information including 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.

   2. This information is provided in our privacy policy and it is important that you read that information.

8. We are not responsible for other websites you link to

   1. The App 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).

   2. 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.

9. Support for the App and how to tell us about problems

   1. Support:

      If you want to learn more about the App or have any problems using it please take a look at our support resources at https://help.helicrewmanager.com or raise a support ticket.

   2. How we will communicate with you:

      If we have to contact you we will do so by email, using the contact details you have provided to us. A notice or other communication sent by email shall be deemed to have been received one Business Day after.

10. Other important terms

    1. We may transfer our rights and obligations under this Licence to another organisation, but this will not aect your rights or our obligations under this Licence.

    2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

    3. This Licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    4. You acknowledge that in entering into this Licence you do not rely on and 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.

    5. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.

    6. 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.

    7. 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.

    8. 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.

11. Governing law and jurisdiction

    1. This Licence and any dispute or claim arising out of or in connection with it are governed by and construed in accordance with the law of England and Wales

    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to sele any dispute or claim arising out of or in connection with these terms.