RESTRATA END USER LICENCE AGREEMENT
PLEASE READ CAREFULLY
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and RESTRATA SOLUTIONS LIMITED with company number SC381432 and registered address 12-16 Albyn Place, Aberdeen, Grampian, AB10 1PS (Restrata, Licensor, us or we) for use of the Restrata website, services and any mobile applications (including, but not limited to, any hardware or software supplied in connection with the platform) provided by Restrata (together the Restrata Platform) as permitted by these terms.
We license use of the Restrata Services to you on the basis of this Licence. We do not sell the Restrata Platform and we remain the owners of the Restrata Platform at all times. Please refer to the User Access Guides to see the system requirements for operating the software.
You should print a copy of this Licence for future reference.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of payment of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a revocable, non-exclusive, non-transferable, non sub-licenable licence to use the Restrata Platform worldwide on the terms of this Licence.
1.2 You may:
(a) install, access and use the Restrata Platform for your internal business purposes only:
(b) receive and use any updates to the Restrata Platform and corrections of errors as may be provided by us from time to time, in case of any issues you may contact the 24/7 customer support helpline Line on 0333 0151563.
1.3 You agree that you shall regularly change your password to the Restrata Platform and shall ensure Restrata is immediately notified if you suspect your password has been compromised.
1.4 In respect of any mobile app the ways that you can use these may also be controlled by the relevant app stores rules and policies. [Our mobile app’s require [insert operating system requirements]].
2. RESTRICTIONS
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy, reproduce, republish, download, display, translated, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other mean not to copy the Restrata Platform except where such copying is incidental to normal use of the Restrata Platform, or where it is necessary for the purpose of back-up or operational security in which case Restrata should be informed;
(b) not to sell, rent, lease, sub-license, transfer, assign, distribute, display, host, outsource, disclose, loan, translate, or otherwise commercially exploit or make the Restrata Platform available to any third party;
(c) not to merge, adapt, vary or modify the Restrata Platform;
(d) not to make alterations to, or modifications of, the whole or any part of the Restrata Platform, nor permit the Restrata Platform or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to modify, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Restrata Platform nor attempt to do any such thing except to the extent that (by virtue of section 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 Restrata Platform with another Restrata Platform program, and provided that the information obtained by you during such activities:
(e) not used to create any competitive products or services which are substantially similar to the Restrata Platform;
(f) to keep the Restrata Platform secure;
(g) to comply with all applicable laws and regulations;
(h) not to make any attempt to circumvent the technological measure(s), including, but not limited to, password protection or expiration date(s), that controls access to the Restrata Platform, except that it is expressly permitted by applicable law notwithstanding this restriction;
(i) in connection with any mobile app you must ensure that if you sell any device which the mobile app is installed you must remove the mobile app prior to selling it.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Restrata Platform anywhere in the world belong to Restrata, that rights in the Restrata Platform are licensed (not sold) to you, and that you have no rights in, or to, the Restrata Platform other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Restrata Platform in source code form.
4. LIMITED WARRANTY
The Restrata Platform is provided on an "as is," "as available" basis, unless such warranties are legally incapable of exclusion. You acknowledge that the Restrata Platform has not been completely tested in all situations. Restrata does not warrant that use of the Restrata Platform will be uninterrupted, or error-free. Restrata expressly disclaim any and all warranties and conditions, whether oral or written, express or implied, including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of third party rights, and those arising from a course of dealing or usage of trade, regarding the Restrata Platform. Wireless internet access presents challenges for protecting information from illegal data interception by third parties. You should consult with a computer technician to ensure your computer or mobile device is configured correctly for secure wireless access to the internet and that you have the latest security application and hardware installed. In no event will Restrata or its licensors be obligated, contractually or otherwise, to indemnify you , for any losses that you may incur in connection with the Restrata Platform.
5. LIMITATION OF LIABILITY
5.1 We shall not in any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence.
5.2 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
6. TERMINATION
6.1 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.
6.2 On termination:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must immediately and permanently delete or remove the Restrata Platform from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Restrata Platform then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
7. COMMUNICATIONS BETWEEN US
7.1 We may update the terms of this Licence at any time on notice to you in accordance with this clause. Your continued use of the Restrata Platform following notification of the update shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Restrata Platform.
7.2 If we have to contact you, we will do so by email or by mobile app notification.
7.3 Note that any notice:
(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent or mobile notification is given; and
(b) given by you to us will be deemed received and properly served 24 hours after an email is sent.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8. PROHIBITED USE
You are expressly prohibited from using the Restrata Platform in any way to:
(a) harass, abuse, stalk, threaten defame or otherwise infringe or violate the rights of any third party including but not limited to the rights of publicity or other proprietary rights;
(b) solicit money or services;
(c) commit a fraudulent action, or deception;
(d) to access unauthorised content or non-public spaces;
(e) attempts to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of computer code or hardware or telecommunications equipment.
9. YOUR PRIVACY
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. This information is provided in our Privacy Policy and it is important that you read that information.
10. CHANGES TO LICENCE
We may need to change these licence terms to reflect changes in law or best practice or to deal with additional features which we introduce. Where these changes will have a material impact on you we will give you at least 30 days notice of the changes by emailing or informing you through the mobile app when you next use the app. From time to time we may automatically make updates or require you to update the Restrata Platform to improve performance, enhance functionality, reflect changes to the operating system or address security issues.
11. OTHER IMPORTANT TERMS
11.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
11.2 You may only transfer your rights or your obligations under this Licence to another person if we give prior written consent.
11.3 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you 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. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
11.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.5 Each of the clauses in this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
11.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the English courts .