LoopUp End User Licence AgreementVersion 8_2, last updated 24 May 2018
LoopUp is providing you with the Software pursuant to a separate agreement between you (or a third party such as your employer) and either LoopUp or a member of the LoopUp group (‘LoopUp Group Entity’) or one of LoopUp’s licensees or resellers (‘Channel Partner’) (in each case a ‘Parent Agreement’). If your Parent Agreement is with a LoopUp Group Entity, the Parent Agreement will take priority over this EULA to the extent of any conflict. If your Parent Agreement is with a Channel Partner, this EULA will take priority over the Parent Agreement to the extent of any conflict regarding the subject matter set out herein; however, for the avoidance of doubt, nothing in this EULA otherwise affects any rights or obligations you may have under your Parent Agreement against or to the relevant Channel Partner.
1. Intellectual Property Ownership
The Software, any accompanying materials (printed or otherwise) provided by LoopUp (the ‘Materials’), and all copies of the Software and Materials, are protected by copyright, trademark, trade secret and other intellectual property laws and international treaty provisions. All copyright and other intellectual property rights in the Software, Materials and any copies thereof in any medium are owned by LoopUp or its licensors and you have no right in or to the Software, Materials or such copies other than as set out in this EULA.
Provided that you comply with this EULA and your Parent Agreement at all times, LoopUp grants you a non-exclusive, non-sublicensable and non-transferable licence to: install and save as many copies of the Software onto such computer(s), mobile device(s) and associated operating system(s) as in each case you are authorized to do under your Parent Agreement and in so far as the same are supported under your Parent Agreement; and to use the Software and Materials only in accordance with this EULA, the Materials and any instructions from LoopUp, provided that all use of such copies is for the intended use of the Software. If you are a business customer, you may provide the Software and Materials to such number of your employees, contractors, agents and consultants as are allowed under your Parent Agreement provided that their use is at all times subject to this EULA and for the intended use of the Software. The licence in this Clause 2: is worldwide, provided that you must not use or export the Software or Materials in or to any jurisdiction contrary to the export laws of the US or any other applicable export or other law or regulation in any jurisdiction; and is limited to use on computer(s) or mobile device(s), and with operating systems and other software, in each case then-approved as compatible and interoperable by LoopUp.
You agree not to copy, reverse engineer or decompile the Software, nor to translate, modify, rent, lease, sublicence, distribute copies of, adapt, or create derived works based on the Software or Materials. This is without prejudice to your rights to make a back-up copy of, or decompile the Software in the circumstances provided by sections 50A and 50B of the Copyright, Designs and Patents Act 1988 (or similar rights under any applicable law which may not be excluded by contract).
3. Permitted Use
You will not use the Software to make any communication or call, or transmit, distribute or store any data or material that is in whole or in part: a hoax, obscene, defamatory, an illegal threat, or is in any way in violation of any applicable law or regulation; in violation of any third party right, including intellectual property rights; automated or unsolicited communications or communication broadcast or blasting unless in accordance with all applicable laws; or any computer code, file or program (including viruses, Trojan horses and worms) that, whether designed to or not, controls, interrupts, limits or destroys the functionality of computer or telecommunications software or hardware in a harmful or unauthorised manner.
We reserve the right not to support any version of the Software that has been superseded by a new version from one (1) year after the date the new version is available and your continued use of a superseded version is entirely at your own risk.
If the Parent Agreement terminates, this EULA will terminate immediately. LoopUp may also terminate this EULA immediately due to any material breach by you of this EULA or if you are declared bankrupt, have a receiver or administrative receiver appointed over yourself, all or any part of your assets, business or undertaking or pass a resolution for winding up (other than for a bona fide scheme of reconstruction or solvent amalgamation) or a court of competent jurisdiction makes an order to that effect or if you become subject to an administration order or enter into any voluntary arrangement with your creditors or cease or threaten to cease carrying on your business, have a liquidator appointed, enter into liquidation, or suffer or undergo an analogous proceeding under any foreign law (‘Liquidation Event’). You may terminate this EULA immediately on notice to LoopUp. On termination of this EULA for any reason: (a) the licence in Clause 2 will immediately terminate; (b) you will immediately cease all use of (and as soon as reasonably practicable delete or destroy all copies of) the Software, Materials and any copies in any medium and you will ensure that any person to whom you have provided the Software and Materials will do the same. Clause 6 and 7 will continue beyond termination of this EULA.
6. Disclaimer of warranty and limitation of liability
THE SOFTWARE IS NOT INTENDED TO FACILITATE OR MAKE CALLS TO EMERGENCY NUMBERS (INCLUDING 911 IN THE USA AND 999 IN THE UK), AND IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CALL OR FAILURE TO MAKE A CALL TO ANY NUMBER TO MAKE CALLS TO EMERGENCY NUMBERS.
TO THE EXTENT ALLOWED BY APPLICABLE LAW, LOOPUP’S LIABILITY TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IS LIMITED TO THE TOTAL SUMS PAID BY YOU TO LOOPUP UNDER THIS EULA OR £5 STERLING, WHICHEVER IS THE GREATER. IN NO EVENT WILL LOOPUP BE LIABLE TO YOU FOR: ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES; LOSS OF DATA OR LOSS OF PROFIT (WHETHER DIRECT OR INDIRECT); ANY CLAIM BY A THIRD PARTY; NOR FOR ANY LOSS OR DAMAGE AS A RESULT OF FORCES BEYOND LOOPUP’S CONTROL, INCLUDING WITHOUT LIMITATION ANY ACT OF GOD, WAR, TERRORISM, LABOUR DISPUTE OR TELECOMMUNICATIONS DISRUPTION, EVEN IF LOOPUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU MUST GIVE LOOPUP NOTICE OF ANY CLAIM UNDER THIS EULA WITHIN ONE (1) YEAR OF THE CLAIM ARISING. IN NO EVENT WILL YOU BE LIABLE TO LOOPUP FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
ALTHOUGH LOOPUP USES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SOFTWARE IS ERROR- AND VIRUS-FREE, YOU AGREE THAT THE SOFTWARE IS PROVIDED ON AN ‘AS IS’ BASIS. LOOPUP DOES NOT WARRANT THAT THE SOFTWARE WILL BE AVAILABLE AT ALL TIMES, OR IS FREE OF ERRORS OR VIRUSES. TO THE EXTENT PERMITTED BY LAW, LOOPUP EXCLUDES ALL CONDITIONS OR WARRANTIES THAT MAY OTHERWISE BE IMPLIED BY LAW INTO THIS EULA INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR PURPOSE.
NOTHING IN THIS EULA EXCLUDES OR LIMITS ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW OR AFFECTS YOUR STATUTORY RIGHTS IF YOU ARE DEALING WITH LOOPUP AS A CONSUMER.
Subject to any provision of an applicable Parent Agreement, you may assign this EULA to a third party in the case of a bona fide, solvent scheme of reconstruction, corporate reorganization or amalgamation, merger or acquisition or (for the avoidance of doubt, in each case not a Liquidation Event); otherwise, you cannot assign, transfer, charge or otherwise deal with any or all of your rights under this EULA, or this EULA itself, without LoopUp’s prior written permission. LoopUp may assign, transfer, charge or otherwise deal with this EULA without notice to you. While LoopUp will endeavour to provide 30 days’ prior notice to you (or to the administrator of the account if your use is under a parent agreement with a third party such as your employer “your administrator”) of any changes to this EULA, LoopUp may amend this EULA on immediate notice to you (or your administrator respectively) and your continued use of the Software will constitute your acceptance of such amended EULA. No person who is not a party to this EULA will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA. If any part of this EULA is found void or unenforceable by a court or other legally competent authority, it will not affect the remaining parts of this EULA, which will remain valid and enforceable. If the Software is provided to the United States of America, its agencies and/or instrumentalities (“U.S. Government”), it is provided with Restricted Rights as “Commercial Items,” consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, and the U.S. Government will have only the rights specified in this EULA. This EULA is governed by English law and the English courts will have exclusive jurisdiction. You waive any right to object to any legal proceedings in such courts on the grounds of venue or on the grounds that they have been brought in an inappropriate forum. For the avoidance of doubt, this is an agreement for services and the United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA.
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