Custom Adaptive Limited - Custom Adaptive Technology . End User Licence Agreement

This Custom Adaptive Limited (England and Wales Company number 08233588) ("Custom Adaptive") Licence Agreement ("Licence") is a legal agreement between You (either an individual end user or an entity that has procured use for individual end users, who will be referred to in this Licence as "you" or "your") and Custom Adaptive for the use of the Custom Adaptive technology and all associated media, printed materials, other components and on-premise-based hardware and software modules to which this Licence is attached ("Service") in accordance with the terms of this Licence. The Service also includes any software updates and upgrades that Custom Adaptive may provide to you or make available to you, or that you obtain after the date of your initial sign up to the Service, to the extent that such items are not accompanied by a separate licence agreement or terms of use.

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS CUSTOM ADAPTIVE LICENCE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE YOU HAVE NO RIGHTS TO THE SERVICE AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE SERVICE.

1. License Grant & Restrictions

In consideration for payment of the subscription fees detailed below, Custom Adaptive hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes (and if appropriate, ancillary personal use), subject to the terms and conditions of this Licence and for as long as you or a connected third-party pays any subscription fees to Custom Adaptive or Custom Adaptive's nominated partner, or if we agree to grant you a subscription free period, the licence will terminate at the end of the subscription free period unless you agree to and pay for a subscription. Custom Adaptive may terminate a subscription free licence at any time. All rights not expressly granted to you are reserved by Custom Adaptive.

You shall not (i) licence, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service in any way ("Content"); (ii) modify or make derivative works based upon the Service or the Content; (iii) without Custom Adaptive's consent, create internet links to the Service, frame or mirror any Content on any other server or wireless or internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

User licenses cannot be shared or used by more than one individual User. "User(s)" means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and who are using Custom Adaptive validated user identifications and passwords in accordance with any authorised third-party registration systems used in connection with the Service, where relevant.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in breach of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks.

Before uploading any material to the Service, you must first obtain adequate permission from the owner of the intellectual property rights in such material. By uploading any material to the Service, you agree to grant Custom Adaptive a non-exclusive, perpetual, irrevocable, royalty free, transferrable and worldwide licence to use that material for the purpose of providing the Service. Although you or your third party licensor will still own the copyright in the material, we will have the right to freely use, edit, alter, reproduce, publish and/or distribute such content for the purpose of the Service. You agree to indemnify Custom Adaptive against any loss, damage, cost and expense incurred by Custom Adaptive further to any third party claims relating to any material that you upload to the Service.

Custom Adaptive does not vet and is not responsible for any material which is uploaded and/or used on the Service. All material is used by you at your own risk and Custom Adaptive does not warrant the accuracy or reliability of any of the material.

Custom Adaptive may add or remove functionalities or features of the Service and may suspend or stop a Service altogether. Custom Adaptive will provide reasonable notice for planned Service interruptions by providing notice via the Service or by email, SMS or post.

2. Your Responsibilities

You must follow any policies made available to you within the Service. You warrant that you are or are part of a business and are using the Service as part of a business, and specifically that you will not use the Service as a consumer.

You are responsible for all activity occurring under your User account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Custom Adaptive (or your appropriate local Support representative) immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Custom Adaptive (or your appropriate local Support representative) immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Service.

You must not misuse the Services, for example, you must not interfere with the Service or try to access it using a method other than the interface and the instructions that Custom Adaptive provides. You may use the Service only as permitted by law, including applicable export and control laws and regulations. Custom Adaptive may suspend or stop providing our Services to you if you do not comply with Custom Adaptive's terms or policies or if Custom Adaptive is investigating suspected misconduct.

3. Subscriptions

The Service is only accessible to users that have agreed to purchase a subscription ("Subscriber"). By agreeing to purchase a subscription through our site, you confirm that you are at least 18 years of age and capable of entering a binding contract. We reserve the right to cancel subscriptions which have not been purchased by the bank account holder. To become a Subscriber, you will be guided through the payment process.

The contract between us in relation to your subscription will only be formed upon the sooner of: (i) you accepting the terms of this Licence; or (ii) when we send you an email confirming receipt of payment. Subject to earlier termination in accordance with this Licence, your subscription will last for the period you opt for during the payment process.

We determine the price of subscriptions and reserve the right to change them from time to time. The current prices are notified to you as part of Subscriber account registration. If you are a Direct Debit Subscriber, your subscription shall automatically renew at the end of each relevant Period. If you pay by any other means, we will notify you when your Period is close to expiring, if you do not renew your subscription by purchasing a further Period or by setting up a direct debit, your subscription will automatically expire at the end of the Period.

All Subscription fees are exclusive of VAT.

Credit card providers may require you to pay additional charges for online purchases. Such charges are your own responsibility.

You may cancel your subscription at any time by logging into your account and selecting the option to inform us of your request to terminate your subscription. On cancellation of your subscription, you must pay the balance of any remaining payments due for the remainder of the Period, following which we will then cancel all future requests for direct debit payments from your account. You will remain a Subscriber until the last day of the Period for which you have paid and you will not receive a refund for that Period.

We reserve the right to cancel any subscription without a refund upon breach of this Licence, or in the event that any payments become overdue. We reserve the right to charge an administration fee in the event that you provide us with incorrect direct debit payment details or if a direct debit payment request is rejected.

All subscriptions are non-refundable and non-transferable.

By taking a subscription you agree:
(a) that you will co-operate with us in all matters relating to the Service and your subscription; and
(b) that you will provide to us, in a timely matter, such customer and other information as we may reasonable require, including but not limited to proof of age and identification, and ensure that it is accurate in all material respects.

4. Intellectual Property Ownership

Custom Adaptive or its third-party licensors alone shall own all right, title and interest, including all related unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world ("Intellectual Property Rights"), in and to the proprietary and licensed technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Custom Adaptive in providing the Service ("Custom Adaptive Technology"), the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This License is not a sale and does not convey to you any rights of ownership in or related to the Service, the Custom Adaptive Technology or the Intellectual Property Rights owned by Custom Adaptive. The Custom Adaptive name, any Custom Adaptive and Service logos, and the product/service names associated with the Service ("Branding") are trademarks of Custom Adaptive or third parties, and no right or licence is granted to use them. Where the Service contains any Branding, you shall not alter, amend, remove or obscure any Branding.

5. Third Party Interactions

Custom Adaptive does not endorse any sites on the internet that are linked to through the Service. Custom Adaptive provides these links to you only as a matter of convenience, and in no event shall Custom Adaptive be responsible for any content, products, or other materials on or available from such sites.

6. Termination

Any breach of your obligations or unauthorised use of the Custom Adaptive Technology or Service will be deemed a material breach of this Licence. Custom Adaptive, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Licence.

You may submit a request to terminate this Service/your subscription (and thus your access to and use of the Service) to Custom Adaptive in writing to our registered address. You may incur a cancellation fee and may not be entitled to any refund if you request to terminate the Service.

On termination of the Service/your subscription for whatever reason, you must cease to use any features of the Service and you must also return immediately to Custom Adaptive any hardware in accordance with Custom Adaptive's hardware supply terms. On termination, Custom Adaptive will also clear all data from your account, meaning that any other systems using or internet content referring to such data may stop working.

If at the time of any termination of the Service/your subscription, Custom Adaptive is in possession of any of your data relating specifically to your account/you or your Users, unless you notify Custom Adaptive within fourteen (14) days after termination that you want Custom Adaptive to send you copies of such data, Custom Adaptive may erase such data after fourteen (14) days from termination. If you do request such data to be copied and sent to you, Custom Adaptive will, subject to your payment of £350 plus VAT, send you a CD/DVD containing such data.

7. Disclaimer of Warranties

CUSTOM ADAPTIVE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CUSTOM ADAPTIVE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE (OTHER THAN CUSTOM ADAPTIVE PROVIDED HARDWARE), SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SERVICE AND CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CUSTOM ADAPTIVE.

8. Internet Delays

CUSTOM ADAPTIVE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CUSTOM ADAPTIVE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9. Limitation of Liability NOTHING IN THIS LICENCE SHALL EXCLUDE OR IN ANY WAY LIMIT CUSTOM ADAPTIVE'S LIABILITY FOR FRAUD, OR FOR DEATH AND PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR ANY OTHER LIABILITY TO THE EXTENT THAT IT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW. IN NO EVENT SHALL CUSTOM ADAPTIVE'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICE (OR BY ANY THIRD PARTY ON YOUR BEHALF), IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL CUSTOM ADAPTIVE BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, WHETHER DIRECT OR INDIRECT) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Modification to Terms

This Licence and any policies relating to the Service can be amended by Custom Adaptive at any time; such amendments will be notified to you and will take effect immediately upon notification.

11. Assignment; Change in Control

This Licence may not be assigned by you without the prior written approval of Custom Adaptive but may be assigned without your consent by Custom Adaptive to (i) a parent or subsidiary of Custom Adaptive, (ii) an acquirer of assets of Custom Adaptive, or (iii) a successor of Custom Adaptive by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Custom Adaptive directly or indirectly owning or controlling 50% or more of you shall entitle Custom Adaptive to terminate this Licence for cause immediately upon written notice.

12. General

No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary this Licence. If any provision of this Licence is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Custom Adaptive as a result of this Licence or use of the Service. The failure of Custom Adaptive to enforce any right or provision in this Licence shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Custom Adaptive in writing. This Licence comprises the entire agreement between you and Custom Adaptive and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Unless stated otherwise, no term of this Licence is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Licence.

13. Governing law

These terms and conditions shall be governed by and construed in accordance with English and Welsh law. Any disputes shall be subject to the exclusive jurisdiction of the English courts, save that Custom Adaptive may at its option enforce the terms of this License against you in your local jurisdiction.

See Also

Our Privacy policy