END USER LICENCE AGREEMENT FOR LITTLE NUDGE SOFTWARE
These terms and conditions (the ‘EULA’) set out the basis upon which The Nudge Business Company Ltd. (“NBC”) grants a licence to use Little Nudge (the ‘Software’). Please read this EULA carefully. In this EULA, NBC refers to persons who wish to use the Software as ‘you’.
BY AGREEING TO INSTALL THE SOFTWARE YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, DO NOT INSTALL THE SOFTWARE.
1.1.a NBC hereby grants you a, non-transferable, non-exclusive licence to use the Software on your devices in accordance with the terms of this EULA.
1.1.b NBC hereby grants you license to use the Software on the number of devices which have been paid for and you hereby agree to provide NBC with evidence of the number of computers which the Software is active on if NBC requests such information
1.2. You are permitted to load the Software (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the Software.
1.3. You are not permitted to:
1.3.a. edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things;
1.3.b. reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose;
1.3.c. allow any third party to use the Software on behalf of or for the benefit of any third party;
1.3.d. use the Software in any way which breaches any applicable local, national or international law;
1.3.e. use the Software for any purpose that NBC considers is a breach of this EULA.
1.4. You shall:
1.4.a. notify NBC if you become aware of any unauthorised use of the Software by any person;
1.4.b. keep intact all and any copyright or trade mark notices within the Software; and
1.4.c. maintain adequate security measures to safeguard the Software from access or use by any unauthorised person.
1.5. You are responsible for all charges that accrue in respect of your connection to the internet when you are downloading or using the Software and the costs of any browser (or other software) or hardware required to download or use the Software.
- Intellectual Property and Ownership
2.1. NBC shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of NBC. NBC reserves the right to grant licences to use the Software to third parties.
2.2. If a claim, demand or action for infringement or alleged infringement of any third party intellectual property is made in connection with the Software, or in the opinion of NBC is likely to be made, NBC may:
2.2.a. Regardless as to whether this reduces the performance or functionality of the Software, modify all or part of the Software, or provide substitute software so as to avoid the infringement (or alleged infringement). The terms herein shall apply in the same way to such modified Software or to any substitute service;
2.2.b. procure a further licence to continue to provide the Software on terms which are acceptable. You acknowledge that you may be asked to accept and required to comply with additional third party licence terms in relation to such further licence; or
2.2.c. withdraw the provision of the Software and terminate this licence in accordance with Clause 4.1.2.
- Limitations and Exclusions of Liability
3.1. Notwithstanding the other provisions of this EULA, none of the exclusions or limitations in this EULA shall exclude or restrict NBC’s liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation or for any other liability that NBC cannot exclude or limit under any applicable law.
3.2. NBC excludes its liability to you for any amount or kind of loss or damage including (but not limited to) any direct, indirect, or consequential loss or damages (whether in tort, contract, or otherwise) including (but not limited to) any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and that may result to you or a third party arising out of or in connection with:
3.2.a. your use of the Software;
3.2.b. viruses or malware that may infect your computer equipment, software, data, or other property on account of your downloading and use of the Software; and
3.2.c. any error or omission (whether human or manmade) in the provision of the Software or in the operation of the Software including (but not limited to) any typographical or programming mistakes or errors.
3.3. The total liability of NBC to you, whether in contract, tort or otherwise and whether in connection with this EULA or any collateral contract, shall in no circumstances exceed a sum equal to £50.
3.4. NBC shall not be responsible for any breach of terms of this EULA caused by circumstances beyond its reasonable control.
3.5. The express terms of this EULA are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law including warranties of fitness for purpose, title or non-infringement.
3.6. You acknowledge that:
3.6.a. you assume sole responsibility for any contracts which you enter into with Retailers, NBC shall have no liability in respect of any purchase of goods or services made from Retailers;
3.6.b. NBC shall have no liability for any damage caused by errors or omissions using the Software or any actions taken by you using the Software;
3.6.c. NBC does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected. NBC shall also not be liable for any failure by the Software to provide any functions which it purports to; and
3.6.d. the Software may contain viruses, bugs, worms, trojan horses, bots and other harmful and destructive components.
3.7. You acknowledge that the limitations and exclusions contained in this licence are reasonable in light of the fact that the Software is made available without charge by NBC.
- Term and Termination
4.1. The term of this license is 12 months from the date which you install the Software.
4.2. This EULA may be terminated:
4.2.a. immediately by your deletion or permanent removal of the Software from your device;
4.2.b. immediately upon written notice from NBC if you have failed to abide by its terms, or NBC suspects you have failed to abide by its terms; or
4.2.c. upon 7 days’ written notice from NBC stating that your licence to use the Software is withdrawn.
4.3. Upon termination (however caused) you agree that:
4.3.a. you shall delete all copies of the Software stored on any device under your control and you shall certify to NBC, that this has been done, if requested by NBC;
4.3.b. all rights granted to you under this EULA, and in particular the licence to use the Software, shall cease; and
4.3.c. you shall cease all activities authorised under this EULA.
4.4. Any termination of this EULA (howsoever occasioned) shall not affect any accrued rights or liabilities NBC or you nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
5. General Terms: (a) Changes to terms of this EULA: NBC may change this EULA from time to time via a suitable notice to you. The changes will apply to the use of the Software after NBC has given notice. If you do not wish to accept the new EULA you should delete the Software from your device(s). If you continue to use the Software after the date on which the change comes into effect, such use indicates your agreement to be bound by the new EULA; (b) Dealing in rights and obligations: You may not transfer any of your rights or obligations under this EULA to any other person. NBC reserves the right to transfer or assign its rights and obligations, in whole or in part, to any person (without your consent); (c) Waiver of remedies: If NBC fail to or decide not to enforce the provisions of this EULA or pursue any remedy available to it, this does not prejudice or restrict its rights to do so in the future; (d) Entire agreement: This EULA is subject to terms and conditions of NBC’s website www.littlenudge.com). Otherwise, this EULA supersedes all prior agreements arrangements and understandings between the Parties and constitutes the entire agreement between the parties relating to the subject matter hereof (save that neither Party seeks to exclude liability for any fraudulent pre-contractual misrepresentation upon which the other Party can be shown to have relied). No variation of any provision of this EULA shall be binding upon the Parties unless made by a written instrument signed by a duly authorised representative of each of the parties; and (e) Third Parties: The parties confirm their intent not to confer any rights on any third parties by virtue of this EULA and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this EULA.
6. Law and Jurisdiction: This EULA, and any dispute arising out of or in connection with this EULA, shall be governed by and construed in accordance with the laws of England and Wales. Any dispute which may arise between the parties concerning this EULA shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose.
7. Support: NBC’s technical support staff will endeavour to answer questions you may have regarding the use of the Software or its application. For email support please email firstname.lastname@example.org.
NBC will respond within 1 working day to support queries emailed to email@example.com regarding download and installation of the software.