END USER LICENCE AGREEMENT
This licence agreement ("License") is a legal agreement between you, the end-user (“you”) and Secureflag Ltd (“us” or “we”) for the use of Secureflag software and services and any materials or documents made available by us through our platform (collectively referred to as the Service). The software which operates the Service or which we make available to you in connection with the Service is referred to in this agreement as the Software.
We licence use of the Service to our clients on an enterprise basis (on separate terms to these) and as the individual employed or otherwise engaged by our client, you are also granted licence to use the Service on the terms of this Licence, as an end-user. This Licence shall not constitute an assignment, transfer or sale to you of the Software or Service or any underlying intellectual property rights. We or our licensors (as the case may be) remain the owners of the Software and Service at all times.
By using the Service, you agree that you will be bound by the terms of this Licence. If you do not agree to these terms, please do not use the Service. Please also note these terms may be amended from time to time and will be notified by posting new terms. In continuing to use the Service, you confirm that you accept the then current terms in full at the time you use the Service.
This Licence agreement sets out the terms under which you are granted a non-exclusive, non-transferable licence to use the Service provided that your employer has purchased a valid licence or subscription agreement for you to access the Service as an end-user. Please note a reference to “employer” in these terms refers our client - the organisation, firm or entity who employs you or with whom you work who has taken out a licence or subscription to the Service on an enterprise basis, even if you are not technically an employee of our client.
You are not licensed to use the Service if your employer does not have a valid licence or subscription agreement for you to access the Service as an end-user.
This Licence allows you to use the Service for internal business purposes only and may require you to register with us in order to access the Service. As part of the registration process, we will ask for some of your personal information. Any personal information you provide us with will be handled in accordance with our Privacy Notice which can be seen here. You are not entitled to allow any other person to use or borrow your log-in details or password.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
not to copy the Software or any application files to any other machine or seek to do so;
not to license, sub-license, sell, rent, lease, loan, sub transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Software;
not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things 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 Software with another software program, and provided that the information obtained by you during such activities:
is used only for the purpose of achieving inter-operability of the Software with another software program;
is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
is not used to create any software which is substantially similar to the Software;
not to access all or any part of the Software or Service in order to build a product or service which competes with the Service;
not to provide or otherwise make the Software or Service available to any third party;
not to attempt to obtain, or assist third parties in obtaining, access to the Software or Service other than in accordance with these terms;
not to post or publish any illegal, offensive, inaccurate, misleading, defamatory or fraudulent content onto the Service platform; or
not to upload any files or post or publish any content that contain viruses, corrupted files, or malicious code or any other similar software or programs that may damage the operation of the Software or Service.
If we have reasonable grounds to believe you are in breach of these Licence terms, we reserve the right at our discretion and without notice to take such action as we deem necessary including removing any content from the Service and terminating your registration.
All Stars programme
You may be invited by your employer to enrol and participate in our All Stars programme where you can partake in community projects, competitions and surveys. By participating in the All Stars programme, you acknowledge and agree your username, scores, trophy certifications and other performance data may be published and featured as part of a leader board along with the data of other end-users participating in the All Stars programme.
You may opt out of the All Stars programme or your employer may withdraw its consent for you to participate in the programme at any time and in this event you will no longer be able to access the services and features offered as part of the All Stars programme and you acknowledge any performance data may continue to be displayed on the leader boards.
Intellectual property rights
You acknowledge that all intellectual property rights in the Software and Service throughout the world belong to us or our licensors (as the case may be), that rights in the Service are licensed (not sold) to you and that you have no rights in, or to, the Software or Service other than the right to use them in accordance with the terms of this Licence.
Except where source code is provided, you acknowledge that you have no right to have access to the Software in source code form, in unlocked coding or with comments.
The integrity of this Service may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in our Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
Cancellation and Termination
If you have registered an account with us but wish to cancel it, please notify us and we will delete your registration.
If you cease to be employed or engaged by the employer who has taken out a subscription for the Service on an enterprise basis for you, your relationship with the employer comes to an end or if the subscription taken out is terminated or otherwise comes to an end, then you will no longer be entitled to access the Service. We will not be liable for any loss of data you have uploaded to the Service platform in that event.
You acknowledge that the Service 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 Service meet your requirements.
We will operate the Service with the reasonable skill and care of an online service provider however we cannot guarantee the Service will be available at all times or be error free. From time to time it may also be necessary to suspend access to the Service for a period of time and any such interruptions shall not constitute a breach by us of these terms.
We shall not under 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 for any:
business, financial or economic loss (such as loss of profits, sales, business, or revenue);
loss of anticipated savings;
loss or corruption of data or information;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
Nothing in this Licence shall limit or exclude our liability for:
death or personal injury resulting from our negligence;
fraud or fraudulent misrepresentation;
any other liability that cannot be excluded or limited by English law.
This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Service.
Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
You shall comply with all foreign and local laws and regulations which apply to your use of the Service in whatever country you are physically located.
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.
You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
If you breach these terms and we decide to take no action or neglect to do so, then we will still be entitled to take action and enforce our rights and remedies for any other breach.
This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
EULA v1.1 - Updated May 2020