EULA.
PLEASE READ THESE LICENCE TERMS CAREFULLY
This end user licence agreement (EULA) is a legal agreement between you (Licensee or you) and CLOCKWORK DOG LIMITED of 5-7 Buck Street, London, NW1 8NJ (Licensor, us, our or we) for and on behalf of itself, its affiliates and any third party licensors and governs the use of:
COGS™ computer software, the data supplied with the software, and the associated media (Software);
The hardware and related software (System); and
printed materials and online OR electronic documentation (Documentation).
This EULA sets out the basis upon which we make the above products available to you on which you may use them. Our privacy policy which can be found at cogs.show/privacy , forms and integral part of this EULA and those terms are incorporated herein. By installing and using the Software and the System, you agree to accept and be bound by (1) this EULA and (2) our Privacy Policy at all times.
If you do not agree with these terms, you should not install or use our products.
We may from time to time add, change, or remove any aspect of this EULA and any changes will be added to our website at cogs.show/eula and shall apply with immediate effect. By continuing to use the Software after any such changes are notified and posted accordingly, you are indicating your acceptance thereto.
We are the owner and creator of the Software and System, and the purpose of this Agreement is to enable you use of the Software and Documentation solely on the basis of this EULA. We do not sell the System, Software or Documentation to you and at all times we remain the owners of the Software and Documentation .
BY ACCEPTING THIS AGREEMENT, YOU AS THE CUSTOMER AGREE TO THE TERMS OF THIS AGREEMENT. IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU AS THE CUSTOMER REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" AS THE CUSTOMER SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE.
AGREED TERMS
1. DEFINITIONS
1.1
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
“Authorised User” means any with access to the Hosted Services approved by us;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 10:00 to 18:00 GMT/BST on a Business Day;
"Charges" means the following amounts:
(a) the monthly subscription fees payable by you;
"Documentation" means the documentation for the Hosted Services produced by us and delivered or made available by us to you;
"Effective Date" means the date of this Agreement;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, epidemics, pandemics, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means the Software and COGS System which will be made available by us to you as a service via the internet in accordance with this Agreement;
"Hosted Services Defect" means a defect, error or bug in the System having an adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any use of the System or Hosted Services contrary to the Documentation, whether by you or by any person authorised by you; and/or
(b) a failure of you to perform or observe any of its obligations in this Agreement;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the System and Hosted Services, and the application of Updates and Upgrades;
"System" means the hardware and related system managed by us and used by you to provide the Hosted Services;
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means any services that we provide to you, or have an obligation to provide to you, under this Agreement;
“Software” means the software owned or licensed by us and used for the purpose of providing the System and the Hosted Services.
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Update" means a hotfix, patch or minor version update to any System software; and
"Upgrade" means a major version upgrade of any System software.
2. HOSTED SERVICES
This EULA shall come in to force as at the Effective Date.
Upon creation of an Account with us, this EULA will commence with a minimum term of twelve months and then on a rolling basis, until otherwise terminated in accordance with Clause 11 or any other section of this Agreement.
In consideration of you agreeing to abide by the terms of this EULA and our Privacy Policy, and only on payment of the Charges, the Licensor hereby grants to you a non-sub-licensable, non-exclusive, non-transferable licence to install and use the Software.
We confirm we shall create an Account for you and shall provide to you login details for that Account on or promptly following the Effective Date.
You may:
a) install or download and use the Software and System for your personal purposes only:
b) use any Documentation in support of the use permitted under paragraph 2.1 and make copies of the Documentation as necessary for its lawful use.
We may automatically update or require you to update the Software, provided that the Software shall always match the description of it.
The Software may be upgraded to reflect changes in the System. The Software will work with the current or previous version of that System (as it may be updated from time to time).
Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by us to you under Clause 2.1 is subject to the following prohibitions:
a) you must not permit any unauthorised person to access or use the Hosted Services; and
b) you must not make any alteration to the System or Software.
3. RESTRICTIONS
Except as expressly set out in this EULA or as permitted by any local law, you undertake as follows:
not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
not use the Hosted Services in any way that is unlawful, illegal, fraudulent or harmful;
if applicable, not to misuse the System or Software for any other purpose or in such a way that it impairs the functionality or use the System or Software for any other purpose other than for entertainment;
not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
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 sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
a) is used only for the Permitted Objective;
b) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
c) is not used to create any software that is substantially similar in its expression to the Software;
to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
to not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software;
not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
a) to comply with all applicable technology control or export laws and regulations.
4. UNDERTAKINGS
You undertake to do the following:
a) Use the Software only within the bounds of the terms and conditions of this EULA;
b) To ensure that the Software and System is only used by someone who has the requisite knowledge and experience to use it and in accordance with the Documentation.
c) Ensure that, prior to use of the Software by your employees, any Authorised Users or agents (where relevant), all such parties are notified of the terms and conditions of this EULA; and
d) Reproduce and include any applicable copyright notices (or such other party's copyright notice as specified on the Software) on all and any copies of the Software, including any partial copies of the Software.
e) Only use the Software and/or System for entertainment purposes only such as for escape rooms, theatre, interactive events or in the home for entertainment. You agree not to use the Software or System for any other purpose without our consent. You agree not to use the Software or System as a fire safety or security measure under any circumstances.
5. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Software, System and the Documentation throughout the world belong to us or our third party providers, that the rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this EULA.
You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this EULA.
You agree that you shall notify us immediately if you or any Authorised User becomes aware of any unauthorised use of the whole or any part of the Software by any person.
You acknowledge that it is a fundamental term of this EULA that you will not use, sell, license or distribute the Software to any one or any business in any industry and fully accept the terms of this EULA.
The Software and/or System may contain open source software components which are distributed under the many variations of open source licence terms, including such terms which may allow the modification of the software’s source code. Please note that to the extent that the Software does contain any third party components, that element is only licensed to you under those terms by any Third Party Licensor and you agree to be bound by such terms. A copy of any such terms will be made available to you on request.
6. LIMITED WARRANTIES
We warrant to you that:
(a) we have the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) we will comply with all applicable legal and regulatory requirements applying to the exercise of our rights and the fulfilment of our obligations under this Agreement.
7. NO OTHER WARRANTIES
The foregoing warranty is made in lieu of any other warranties, representations or guarantees of any kind, whether expressed or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result. You assume the entire risk as to the quality and performance of the Software. The Licensor does not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error free.
You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, we give no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
You acknowledge that the Hosted Services are designed to be compatible only with that Software and we do not warrant or represent that the Hosted Services will be compatible with any other software or systems.
8. LIMITATION OF LIABILITY
You acknowledge that the Software 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 Software as described in the Documentation meet your requirements.
Nothing in this Agreement will limit or exclude our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation by us; or (iii) any other liability by us that cannot be limited or excluded by the governing law of this Agreement.
We will not be liable to you or any Authorised User for any wasted or lost management time, loss of profits, loss of business, loss of goods, loss of use, loss of revenue, loss of data and information or for any indirect, special or consequential losses or damages that you or any Authorised User suffers, sustains or incurs (including as a result of an action brought by a third party) in connection with the use of the Software or otherwise, regardless of whether or not such losses or damages were reasonably foreseeable or actually foreseen by the Parties.
We will not be liable to you for any misuse of the Software or System other than for its intended purpose and in compliance with the Documentation.
Our maximum aggregate liability to you for any loss or damage that you suffer, sustain or incur in connection with the Software and Documentation or otherwise (whether in contract, tort (including negligence), statute or otherwise), will be limited to the total Charges paid by you pursuant to this EULA.
You agree and acknowledge that you shall obtain the same limitations of liability in favour of us from all Authorised Users as a condition precedent of providing Authorised Users with access to the Software.
9. INDEMNITIES
You shall indemnify us and keep us fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which we may sustain or incur or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of: (a) any claim or allegation that either you or any Authorised User has infringed our Intellectual Property Rights; and (b) any breach or alleged breach of any applicable laws or regulations relating to the use of the System by you any Authorised User.
10. EXPORT RESTRICTIONS
You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Software was created (England). In particular, you will not export or re-export, directly or indirectly, separately or as a part of a system, the Software or other information relating thereto to any country for which an export licence or other approval is required, without first obtaining such licence or other approval.
11. TERMINATION
After the minimum twelve month term, either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination.
We may terminate this EULA immediately by written notice to you if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
We may terminate this EULA immediately if you fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (45) days after being notified in writing to make such payment.
Upon termination for any reason:
a) all rights granted to you under this EULA shall cease; and
b) you must cease all activities authorised by this EULA;
12. COMMUNICATIONS BETWEEN US
If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by email (cogs@clockwork.dog) or by pre-paid post to Clockwork Dog Limited at 5-7 Buck Street, London, NW1 8NJ. We will confirm receipt of this by contacting you in writing, normally by email.
If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
13. HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data. This information is provided at cogs.show/privacy and it is important that you read that information.
14. FORCE MAJEURE
Neither party shall be in breach of this EULA nor liable for delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
15. OTHER IMPORTANT TERMS
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
This EULA constitutes the complete and exclusive statement of the EULA between us and you with respect to the subject matter of this EULA and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us and you in relation to this matter.
You may only transfer your rights or your obligations under this EULA to another person if we agree in writing.
This EULA does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Which laws apply to this contract and where you may bring legal proceedings. This EULA shall be governed by, construed and interpreted under English law and you can bring legal proceedings in respect of this EULA in the English courts.
Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If any such dispute cannot be settled amicably through ordinary negotiations between you or us, or either or both is or are unwilling to engage in this process, either party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.
BY CLICKING THE CHECKBOX “I agree to the End User License Agreement and Privacy Policy” YOU AGREE TO THE TERMS OF THIS EULA WHICH WILL BIND YOU. YOU ALSO AGREE AND ACCEPT OUR PRIVACY POLICY AND AGREE TO BRING THESE TO THE ATTENTION OF ANY AUTHORISED USERS OF THE SOFTWARE.