This End User License Agreement (hereinafter referred to as the “License”) governs the use of the RedFlag solution (hereinafter referred to as the “Software”). The End User accepts this License by either (1) clicking to agree or accept where these options are presented to the End User, or (2) actually using the Software. The same applies if the End User is using the Software on behalf of a business or other legal entity. The Software is provided by Cloud2020 Limitied (hereinafter referred to as “Cloud2020”), a company registered in the United Kingdom (registered number: 7842446), registered address: 32 Bath Road, Stonehouse, Gloucestershire G:10 2JA, United Kingdom.
2 License and restrictions on use
This license granted to the End User for the Software by Cloud2020 is limited to a non-exclusive, non-transferrable, non-assignable right to use the Software for the End User’s own needs on a device that the End User owns or controls. End User may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. The End User may not rent, lease, lend, sell, redistribute or sublicense the Software. End User agrees not exploit the Software in any unauthorized matter, including but not limited to, by trespass or burdening network capacity. The End User may not copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of Cloud2020 rights. If the End User breach this restriction, the End User may be subject to prosecution and damages. The terms of this License will govern any upgrades that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license or Cloud2020 choosing to change the License, in which case the terms of that license will govern. The Software is only fully functional if End User have a valid RedFlag subscription. End User is responsible for acquiring a subscription for RedFlag and maintaining it throughout the term of the subscription.
3 User data, content and intellectual property rights
The End User agrees that Cloud2020 may collect and use technical data and related information, including but not limited to technical information about the End User’s device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to the End User (if any) related to the Software. Cloud2020 may use this information, to improve Cloud2020’s products or to provide Software or technologies to the End User. The Software allows the End User to submit content. The End User retains ownership of any intellectual property rights that the End User holds in that content. Some information and content accessible via the Software may be provided by third parties and/or other users and such content may be the property of these entities. Cloud2020 does not, and cannot guarantee for the correctness, lawfulness and/or suitability of such information and content. The Software may display, include or make available content, data, information, applications or materials from third parties or other users of the Software (hereinafter referred to as “Third Party Materials”) or provide links to certain third party web sites. By using the Software, the End User acknowledges and agree that Cloud2020 is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Cloud2020 does not warrant or endorse and does not assume and will not have any liability or responsibility to the End User or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to the End User. The End User agrees that the Software may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that the End User will not use such proprietary content, information or materials in any way whatsoever except for permitted use in this License. Cloud2020 makes no representation that the Software are appropriate or available for use in any particular location. To the extent End User choose to access the Software, End User do so at End Users own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
To the maximum extent permitted by law, the End User agrees to defend, indemnify and hold harmless Cloud2020, Cloud2020’s affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of, or accruing from the End User’s violation of this License or any third party claim arising against Cloud2020, Cloud2020’s affiliates and their respective directors, officers, employees and agents from the End User’s use of the Software for other purposes than intended by this License.
Cloud2020 will do its best to correct Errors when they occur and as quickly as possible depending on the nature of the error, but do expressly, not warrant, that the operation of the Software will be uninterrupted or error-free, or the functions in the Software will meet the End User’s special requirements. An error is defined as a material discrepancy between the actual operation of the Software and its theoretical operation as described in the user manual and leaves essential functions of the Software useless for the End User (Error). In the event that the End User discovers an Error in the Software, the End User shall give prompt notice to Cloud2020 of such error. For a period of twelve (12) months from time of installation, Cloud2020 shall repair Errors in a timely matter and to Cloud2020’s best effort typical with the next update or release of the Software and in accordance with applicable maintenance or support agreements. The foregoing is the exclusive remedy for the End User for Errors in the Software and is in lieu of any statutory or implied warranties, including any implied warranty of merchantability or fitness. No oral or written information or advice given by Cloud2020 or Cloud2020’s authorized representative shall create a warranty. In the event the Software is misused or altered by the End User in a manner not approved by Cloud2020, all liability and any warranties with respect to the Software shall cease.
6 Limitation of liability
To the maximum extent permitted by applicable law, in no event shall Cloud2020 be liable for indirect, consequential or other similar damages (including any damages resulting from loss of use, loss of anticipated profit, loss of revenues or profits, loss of business goodwill, data or damage to the End Users records or data, or loss as a consequence of any other kind of business interruption), increased expenses of operation or the claims of third parties arising out of or in connection with this agreement or its termination, even if Cloud2020 has been advised of the possibility of such damages. The above exemption from liability shall also apply to product liability and personal injury to the maximum extent permitted. Cloud2020 shall have no liability for any defects which do not relate to the Software but which are related to external factors including other programs. Furthermore, Cloud2020 shall have no liability for the integration of or interaction between the Software and the End Users own hardware and software environment. THE PROVISIONS OF THIS SECTION CONSTITUTES AN ESSENTIAL AND MATERIAL PART OF THIS AGREEMENT AND AGREEMENTS MADE IN CONNECTION TO THIS AGREEMENT AND CLOUD2020 WOULD NOT ENTER INTO SUCH AGREEMENT WITHOUT THESE LIMITATIONS.
7 Termination of the License
The License is effective until terminated by the End User or Cloud2020. The End Users rights under this License will terminate automatically without notice from Cloud2020 if (1) the End User fails to comply with this License, (2) Cloud2020 are required to do so by law. Upon termination of the License, the End User shall uninstall the Software, cease any and all use of the Software, and destroy all copies, full or partial, the End User may have. Cloud2020 have the right to add to, change, remove from, stop or suspend this License and/or the Software with three months’ notice and at Cloud2020’s sole discretion. The end user shall remove RedFlag before any termination of the service and this shall be confirmed by Cloud2020 before actual written termination of the service. If this termination process has not been followed Cloud2020 are entitled to audit the end user CRM tenant at any time.
8 Governing Law
The laws of England govern in all respects this License and the End Users use of the Software, without giving effect to principles of conflicts of law. The End User consents to the jurisdiction of the court in England to settle any claim, action or controversy arising out of or related to this License or the End User’s use of the Software.