EULA Agreement

This End User Software Licence (Licence) is a legal agreement between The Config Team Limited (The Config Team); and, the Licensee and its Authorised Users using the Licensed Software, all as defined in Section 1 below.

The Licensed Software may include software owned by The Config Team and software licensed by The Config Team from its software suppliers (Suppliers). This Licence also applies to any updates, upgrades, revisions, patches, bug fixes, new versions, supplements, and other modifications to the Licensed Software.

The Licensed Software may not be used by Licensee without accepting this Licence. Use of the Licensed Software will constitute acceptance and may be revoked by removal of the Licensee or End User from the Licensed Software.

1. DEFINITIONS

1.1. Agreement means the agreement between the Customer and The Config Team Limited dated PLEASE INSERT DATE to which this Licence forms a Schedule;

1.2. Affiliate means any legal entity that controls, is controlled by, or is under common ultimate or direct control with, another legal entity. An entity is deemed to “control” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority or to otherwise direct the affairs or management of the other entity;

1.3. Archival Copies means copies of Licensed Software in non-printed, machine-readable form, used solely for archival or backup purposes;

1.4. Authorised User means any individual authorised by the Licensee to access and use the Licensed Software, subject to the terms of this Licence, and who is an employee, agent, contractor or representative of Licensee or its Affiliates;

1.5.Documentation means The Config Team’s published user documentation for Licensed Software and Unlicensed Software, which may be in the form of user manual or other related documentation, in electronic form;

1.6. Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get- up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;

1.7. Licensed Software means the object code of all Software licensed to Licensee under the Agreement which is stated in the Agreement to be subject to this end user licence, including any updates, upgrades, error corrections, changes, revisions, patches, bug fixes, new versions, supplements and other modifications;

1.8 Licensed Use means use by Licensee, its Affiliates and the Authorised Users pursuant to the Agreement;

1.9. Licensee means the Customer and End Users.

1.10. Provided Software means all Documentation and access to the Licensed Software which are provided to Licensee;

1.11. Software means the MyWrightStock system, MyWrightStock App and any associated documentation;

1.12. Software Information means Provided Software; technology, ideas, know how, Documentation, processes, algorithms and trade secrets embodied in or related to the Licensed Software; any software keys related to the Licensed Software; and any other information related to the Provided Software, whether disclosed orally or in written or magnetic media, identified (if oral) or marked (if written) as “confidential,” “proprietary” or with similar designation at the time of disclosure; and

1.13. Unlicensed Software means Software not licensed to Licensee that may be included on storage media containing Licensed Software, or features that the Licensee has not purchased.

1.14. Data Processors means the Licensee agrees and appoints The Config Team as Processors of Business Data for the Licensee as per the attached Schedule 3.

2. LICENCE AND RESTRICTIONS

2.1. Licence. Subject to the terms of the Agreement implementing this Licence, The Config Team grants to the Licensee, its Affiliates and the Authorised Users and the Licensee accepts a restricted, personal, limited, non-exclusive licence, without right of sub-licence (save as regards Affiliates and Authorised Users), to use Licensed Software for the Licensed Use.

2.2. Ownership. Save as expressly set out in this Licence, The Config Team retains all right, title and interest in and to the Intellectual Property Rights in all Provided Software. Except for the licence expressly granted herein, no right, title, or interest in or to the Provided Software, or to any copies thereof, is transferred hereunder to the Licensee. The Licensee acknowledges that, as between the Licensee and The Config Team, the Provided Software and all copies of it, regardless of the form or media on which the original or copies may exist, are the sole and exclusive property of The Config Team.

2.3. Restriction on Use. Except as stated in this Licence, the Licensee may not, without The Config Team‘s prior written consent,

2.3.1. permit any third parties or non-licensed entities to use the Provided Software (for the avoidance of doubt this does not include Authorised Users or Customer’s Affiliates);

2.3.2. use or allow use of Provided Software for processing data of any person or entity other than Licensee, its Affiliates and its Authorised Users;

2.3.3. perform, publish or release to any third party any benchmarks or other comparisons regarding Provided Software; or

2.3.4. alter or remove any The Config Team or The Config Team licensor copyright or other proprietary rights notices or legends on or in Provided Software.

2.4. The Licensee is responsible for informing its Affiliates and the Authorised Users of restrictions as to use of Licensed Software.

2.5. Transfer of Licensed Software. The Licensee may not delegate, assign or transfer this Licence, any licence granted or its rights or duties under this licence save to its Affiliates and Authorised Users and any attempt to so transfer without The Config Team prior written consent is void. the Licensee may not reproduce Provided Software.

2.6. Protecting Integrity. The Licensee may not directly or indirectly make any effort to deconstruct Provided Software, including without limitation, translating, decompiling, disassembling, reverse assembling, reverse engineering, or otherwise attempting to derive the source code of Provided Software, or permit any third party to do the foregoing. The Licensee must take all reasonable actions necessary to prevent unauthorised access, disclosure, distribution, possession, alteration, reproduction, transfer or use of Provided Software, and must train Authorised Users to ensure compliance by Licensee with this Licence and Restrictions section. The Licensee may not use or disclose Provided Software except as expressly authorised by this Licence and must maintain Provided Software in strict confidence.

2.7. Local Prohibition. If local law prohibits enforcement of the restrictions in the Protecting Integrity clause above, then the restrictions are deemed replaced by the following: The Licensee must not, nor authorise third parties to, translate, reverse engineer, decompile, disassemble or otherwise decode or alter; or create derivative works based on Provided Software, without The Config Team’s prior written consent, except to the extent expressly permitted by mandatory provisions of applicable law in order to gain certain information for limited purposes specified in these laws. The Licensee may not exercise its rights under these laws unless Licensee has first requested, and The Config Team has refused to provide in writing within 30 days, the required information.

2.8. No High-Risk Activities. The Licensed Software is not fault-tolerant. The Licensee agrees that it will not use the Licensed Software in hazardous environments requiring fail-safe performance (including, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems), in which the failure of the Licensed Software could lead directly or indirectly to death, personal injury, or severe physical or environmental damage.

3. SOFTWARE INFORMATION

3.1. Use and Disclosure. The Licensee may not use or disclose Software Information except as expressly permitted by this Software Licence, and must protect Software Information using the same degree of care which Licensee uses as to its own confidential information of like kind, and in no event less than a reasonable degree of care. Licensee must take prompt and appropriate action at its expense to prevent unauthorised use or disclosure of Software Information.

3.2. Exclusions. Software Information does not include any information that is:

3.2.1. developed by the Licensee independently of and without reference to Software Information;

3.2.2. rightfully obtained by the Licensee without restriction from a third party who had no obligation of confidentiality, either directly or indirectly, with respect to the information;

3.2.3. publicly available other than through negligence of the Licensee;

3.2.4. released without restriction by The Config Team;

3.2.5. known to the Licensee at the time of disclosure, without an existing duty to protect information; or

3.2.6. disclosed by the Licensee with prior written approval of The Config Team.

3.3. Required Disclosure. The Licensee may disclose Software Information if it is required to disclose the information as a matter of law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided to the extent it is legally permitted to do so it gives The Config Team as much notice of such disclosure as possible and where notice of disclosure is not prohibited and is given in accordance with this clause it takes into account reasonable requests of The Config Team in relation to the content of such disclosure.

3.4. Disclosure to Personnel. The Licensee may disclose Software Information only to its employees, agents, contractors, temporary workers (including agency personnel) and representatives or those of its Affiliates having a “need to know” the information in order to exercise Licensee’s/Affiliate’s rights and comply with its responsibilities and obligations under this Licence. The Licensee must ensure that each employee or temporary worker is aware of this Licence is bound by confidentiality obligations no less stringent than those imposed under this Licence. If authorised in writing by The Config Team, the Licensee may disclose Software Information to other third parties if:

3.4.1. the Licensee requires such a third party to sign a confidentiality agreement with terms and conditions no less stringent than those imposed under this Licence; and

3.4.2. the signed agreement is delivered to The Config Team prior to disclosure of any Software Information to such a third party; and

3.4.3. the Licensee remains responsible to The Config Team for any disclosure by such a third party in violation of this Licence or the confidentiality agreement signed by such a third party.

3.5. Survival. The obligations of the Licensee with respect to Software Information will survive the termination or expiration of the Software Licence in perpetuity.

4. TERMINATION OF LICENCE AND SURVIVAL

The licence granted herein is effective upon the End User account creation within the Licensed Software and continues for the duration of the Agreement unless Terminated by The Config Team. Upon termination of the Licence, The Config Team may revoke all access to MyWrightStock, without further notice. Promptly upon termination of this Licence, the Licensee must cease all use of Licensed Software and uninstall the MyWrightStock App from all End User devices. In addition, the Licensee will supply written certification that the Provided Software has been deleted (so far as is reasonably possible) from all computer systems and all related hand copy Documentation has been destroyed. These remedies are cumulative and in addition to any other remedies available to The Config Team. Termination does not affect any cause of action accruing to any party against the other before termination. All provisions of this Licence that by their nature should apply beyond the term of the Licence will remain in force after termination or expiration of this Licence.

5. NEGATION OF OTHER LICENCES

Except as expressly granted in the Agreement and this Licence, no licence or right, including sublicensing rights whether expressly, implicitly, by estoppel, conduct of the parties or otherwise is granted by The Config Team to the Licensee.

6. WARRANTY

6.1. Warranty. The Config Team warrants that Licensed Software will:

6.1.1. operate according to The Config Team published user documentation for Licensed Software;

6.1.2. conform with all descriptions, specifications and requirements detailed in the Statement of Work;

6.1.3. be free from defects from completion of the acceptance testing process as detailed in the Statement of Work;

for the Term of the Agreement (as defined in the Agreement) and it has not included any Open Sourced Software or any libraries or code licenced from time to time under the General Public Licence (as those terms are defined by the Open Source Initiative or the Free Software Foundation) or anything similar in or in the development of the Licensed Software nor does the Licensed Software operate in such a way that it is compiled with or linked to any of the foregoing.

6.2. Remedies. The Config Team shall in respect of any defect identified in Licensed Software during the applicable warranty period, at its option and at no charge to the Licensee, repair or replace Licensed Software. All Licensed Software repaired or replaced is warranted for the remainder of the original warranty period.

6.3. Warranty Conditions. The warranties specified in this Warranty clause will not be effective and The Config Team will have no obligation or liability to the Licensee if:

6.3.1. the Licensed Software is not used according to Documentation and Licensed Use;

6.3.2. the Licensed Software is altered, modified, or revised by or for the Licensee without The Config Team’s approval;

6.3.3. the breach results from a failure or unavailability of the Licensee’s computer hardware.

6.3.4. the Licensee uses Licensed Software with any computer hardware or software not approved or recommended by The Config Team as compatible with Licensed Software in Documentation;

6.3.5. the Licensed Software is not operated in accordance with written instructions supplied by The Config Team,

6.3.6. the Licensee has not installed all updates, new versions, and new releases made available by The Config Team with respect to the Licensed Software or has not installed all updates recommended with respect to any third party software products that may materially affect the performance of the Licensed Software.

7. LICENSEE OBLIGATIONS, REPRESENTATIONS AND WARRANTIES REGARDING THE USE OF THE SOFTWARE

7.1. Records. The Licensee must maintain complete, current and accurate records documenting the number of End Users of the Provided Software.

7.2. Compliance Verification. To ensure compliance with the terms of this Licence The Config Team or its designated representative may:

7.2.1. require the Licensee to send a written certification of compliance with the terms and conditions of this licence within thirty (30) days of The Config Team’s request;

7.2.2. conduct an inspection and audit upon reasonable notice of the records described in the Records Clause above and of electronic logs of access to Provided Software; and

7.2.3. obtain true and correct photocopies of the records described in the Records Clause above, during regular business hours at the Licensee offices in a manner not to interfere unreasonably with the Licensee’s normal business activities. Certification or audit may not be requested more than once every 6 months.

7.3. The Licensee represents and warrants that it will use its reasonable endeavours not to, and not to cause or knowingly allow others to, do any of the following:

7.3.1. use the Provided Software unlawfully;

7.3.2 place harmful software on the Provided Software or use it in connection with the Provided Software, including but not limited to the generation or dissemination of computer viruses, Trojan horses, time bombs, denial of service attacks, key-logging and other monitoring software, worms, or logic bombs;

7.3.3. use the Provided Software, by itself or in conjunction with harmful software, to:

7.3.3.1. negatively impact the operation or performance of the Provided Software,

7.3.3.2. negatively impact the safety, security, or privacy of users or owners of the Provided Software;

7.3.3.3. negatively impact the operation or performance of the networks with which the Provided Software may interact (Networks),

7.3.3.4. attempt unauthorised use of or access to such Networks, or to any service, data or account, or,

7.3.3.5. cause harm to the Provided Software, the Products with which it is used, or the Networks, or impair their use by others.

8. DISPUTE RESOLUTION AND CHOICE OF LAW

8.1. Governing Law. This Licence and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded.

8.2. Jurisdiction. The parties agree that the Courts of England shall have exclusive jurisdiction to settle any dispute of claim arising out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes).

8.3. Other than Customer’s Affiliates and any Authorised Users a person who is not a party to this Licence may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.