Accredit Solutions End User License Agreement – USA
PLEASE READ THESE LICENCE TERMS CAREFULLY
THIS END-USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL) AND EAS TECHNOLOGIES LIMITED A COMPANY REGISTERED IN ENGLAND AND WALES FOR USE OF THE ACCREDIT PLATFORM BEING PROVIDED CONCURRENTLY WITH YOUR ACKNOWLEDGEMENT OF THIS AGREEMENT.
Administrator a client, contractor, agent or employer who has purchased a licence to use the Platform and has provided you with access to the Platform.
Access the access code, link or username and password details provided to you by your Administrator which enables you to access the Platform in accordance with these terms.
Documentation materials provided to you by us or via the Administrator which relate to the use and functionalities of the Accredit Platform.
Group Account / Responsible Organisation Portal an account on the Platform which is linked to a particular group or organisation of people. For example, the catering team.
Intellectual Property Rights patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licence Restrictions as set out in clause 7.
Platform the software known as Accredit which you have been granted access to, including the data supplied with the software, data input, and any updates, new versions, new releases, or supplements to it and/or any other format or means provided by us from time to time in accordance with your Administrator’s licence
We, us, our EAS TECHNOLOGIES LIMITED incorporated and registered in England and Wales with company number 10757752 whose registered office is at Unit 10 Viaduct Business Centre Coldharbour Lane, Brixton, London, England, SW9 8PL; also trading as Accredit Solutions Inc., a Delaware corporation with address of 800 North State Street, Suite 402, Dover, Kent, Delaware 19901
2. HOW TO CONTACT US
2.1. If you wish to get in touch, please contact us.
2.2. If we have to contact you, we will do so by email or telephone, using the contact details you have provided.
3. THE LICENCE
3.1. We grant you a non-exclusive, non-sublicensable, non-transferable, royalty-free licence to use the Platform and the Documentation in accordance with this Agreement for your use in performing your obligations in accordance with Section 3.2 and only on the condition that an Administrator has provided you with access and the Administrator complies with the terms agreed between us and the Administrator. If the Administrator defaults on our terms, we have the right to suspend and/or remove your access to the Platform and Documentation with immediate effect.
3.2. This licence grants you the right to use the Platform solely as an accreditation management and application system as directed by your Administrator for the duration of the Administrator’s licence or as otherwise indicated by your Administrator. Your use of the Platform is subject to the restrictions and terms of this Agreement, and the scope of the Administrator’s license.
4. YOUR PRIVACY
5. USE OF THE SOFTWARE
5.1. If you want to learn more about the Platform or have any problems using the same please take a look at our FAQs which are located on our Zendesk support desk, if you can not locate your login details or have any general questions or require support please email: email@example.com
5.2. You understand and accept that the Administrator has authority to set your specific permissions and/or otherwise restrict your use of the Platform. The Administrator may add you to a Group Account, in which instance, your use continues to be governed by this Agreement.
5.3. Unless otherwise stated, the Platform has not been developed to meet individual requirements.
5.4. The Platform may require specific programmes in order for you to access all or part of the Platform and operate as an accreditation system. You or the Administrator are solely responsible for providing these programmes.
5.5. In order to access and sign up to the Platform using your unique access you must use a web browser. We recommend using the latest version of Google Chrome, Microsoft Edge, Firefox, or Safari.
5.6. In order to access the Platform using your unique username and password you must have a compatible device and comply with these terms and conditions.
5.7. From time to time, we may update and change the Platform to improve performance, enhance functionality, reflect changes, address security issues or in accordance with a request made by your Administrator.
5.8. If you download or stream the Platform onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with this Agreement, whether or not your own the device.
5.9. Once you have been provided with access, you will be able to set up a username and a password. You must set up an acceptable username and password to access the Platform.
5.10. You must not share your username and/or password with anyone – including any fellow members of a Group Account.
6. LICENCE PERMISSIONS
In return for you agreeing to comply with these terms and the Licence Restrictions you may:
6.1.1. access the Platform on multiple devices using your access for your own use in accordance with this Agreement; and
6.1.2. use the Platform in accordance with the Administrator’s instructions and this Agreement, but where the Administrator’s instructions conflict with this Agreement, this Agreement takes precedence, unless we notify you of the contrary in writing.
7. LICENCE RESTRICTIONS
7.1. You agree that you will comply with:
7.1.1. this Agreement and all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform; and
7.1.2. all laws, regulations and health and safety requirements applicable to your role in your use of the Platform.
7.2. You agree that you will not (except where explicitly permitted by the terms of this Agreement):
7.2.1. use the Platform within a software application, website or organisation which competes with our product, services, or operations.
7.2.2. use the Platform to process or disclose personal data which has not been requested by the holder of the primary contract (“personal data” has the meaning given under The California Privacy Rights Act (CPRA) or any other regulations or laws within the country of use.
7.2.3. disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform.
7.2.4. provide access to or copies in any form of the Platform in whole or in part to third parties either directly or by sharing or otherwise disclosing the access or your username or password.
7.2.5. rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person and in no circumstance in competition with our operations.
7.2.6. use screen-recording or streaming technology to record and/or capture your use of the Platform.
7.3. The Platform must be used in an acceptable manner, as such you must not use the Platform:
7.3.1. in any unlawful manner, for any deceitful purpose or any unlawful purpose, including terrorism or extremism or in any manner inconsistent with these terms, or act fraudulently (including identity theft or false identity) or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform.
7.3.2. to breach in any way any applicable local, national or international law or regulation.
7.3.3. to cause harm (or attempt to harm) in any way.
7.3.4. to create and/or share sexually explicit material or indecent images;
7.3.5. to bully, insult, intimidate, harass, or humiliate any person; and
7.3.6. impersonate any person or misrepresent your identity or affiliation with any person.
7.4. You must not:
7.4.1. infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform or Documentation, including by the submission or upload of any material (to the extent that such use is not licensed by these terms).
7.4.2. permit any third party to infringe the Intellectual Property Rights or those of any third party in relation to their use of the Platform or Documentation, including by the submission of any material.
7.4.3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform.
7.4.4. use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
7.4.5. collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers.
7.5. If in our sole opinion you are in breach of this clause 7 or any other material term of this Agreement, then we may, at our discretion, take any or all of the following actions:
7.5.1. terminate your use of the Platform; and/or
7.5.2. block your access to the Platform; and/or
7.5.3. report your activity to the appropriate authority, law enforcement and/or the Administrator; and/or
7.5.4. bring action against you in respect of your breach and pursue you for any damages arising from your action.
7.6. You shall not allow any person other than an Administrator (if they have the required authority from us) to modify, repair, or maintain any part of the Platform.
8. CHANGES TO THESE TERMS
8.1. We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. Any material change to this Agreement will be communicated to you through the Platform or through other communications as we reasonably determine.
8.2. If you do not accept the changes, you must immediately cease your use of the Platform.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. All Intellectual Property Rights in the Platform and Documentation throughout the world belong to us and the rights in the same are licensed (not sold) to you. This includes any modifications, updates, later versions, or adaptations to the Platform and/or Documentation. You have no Intellectual Property Rights in, or to, the Platform or Documentation other than the right to use them in accordance with these terms.
9.2. You agree to notify us and the Administrator of any restrictions on usage and any other contractual restrictions arising in respect of any third-party Intellectual Property Rights.
9.3. You agree to use commercially reasonable efforts (but in no case less than the efforts used to protect your own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Platform or other non-public financial, technical or business affairs of ours (the “Confidential Information”) communicated to you or learned through your use of the Platform. You shall not disclose or publicize the Confidential Information without our prior written consent. You shall use reasonable efforts (but in no case less than the efforts used to protect your own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for your own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement. Confidential Information shall not include information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of your; (ii) already known to you prior to disclosure pursuant to this Agreement; or (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others. Notwithstanding the foregoing, you may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. You will give us prompt notice of any such legal or governmental demand and reasonably cooperate with us in any effort to seek a protective order or otherwise to contest such required disclosure.
10. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
10.1. Nothing in these terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
10.2. Regardless of how you use our Platform and/or Documentation, we have no liability to you:
10.2.1. whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any indirect or consequential loss or damage.
10.2.2. for any loss or damage suffered, including loss of work, income, or employment, where our performance is delayed due to technical issues with your equipment; or
10.2.3. for any business or commercial losses, you or another party may suffer from use of or access to the Platform including use as permitted or as restricted by the terms of this licence.
10.2.4 UNDER NO CIRCUMSTANCES WILL OUR ENTIRE LIABILITY TO YOU OR YOUR AFFILIATES WITH RESPECT TO ANY CLAIM ARISING UNDER THIS AGREEMENT OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY RECEIVED BY THE ADMINISTRATOR TO US IN THE TWELVE (12) MONTHYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
10.3. The Platform may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
10.4. You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
10.5. We are not liable for and do not guarantee compliance with any of your regulatory or legal obligations, financial or otherwise including those which relate to the events, locations, venues, or your duties.
10.6. We do not guarantee that you will achieve accreditation by using this Platform, you must meet the applicable eligibility criteria, over which we do not have control.
10.7. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT THE PLATFORM IS OFFERED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY, GUARANTY, CONDITION, COVENANT OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY. ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS, CURRENCY, ACCURACY OR OTHER ATTRIBUTES, OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARE SPECIFICALLY DISCLAIMED.
11. WE MAY END YOUR ACCESS TO THE PLATFORM OR REVOKE THE ADMINISTRATOR LICENCE IF YOU VIOLATE THESE TERMS
11.1. We may end your access to the Platform or revoke the Administrator licence at any time by contacting you if you have materially breached this Agreement, if the Administrator has breached our terms and/or if the Administrator’s licence to the Platform ends. If what you have done can be rectified, we will give you a reasonable opportunity to do so but we reserve the right to terminate your use/block your access to the Platform.
11.2. If we end your rights to use the Platform, you must:
11.2.1. stop all activities authorised by these terms, including any use of the Platform;
11.2.2. immediately delete or remove the Platform from all devices in your possession and confirm to us that you have done this.
12.1. You agree to defend, indemnify, and hold us, and our officers, directors, employees, agents, and assigns, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from your use of the Platform, including without limitation, any third-party claims asserting actual or alleged infringement of a third-party’s Intellectual Property Rights in connection with your use of the Platform and/or Documentation.
13. TRANSFERING THIS AGREEMENT TO SOMEONE ELSE
13.1 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.
13.2 You may not transfer your rights or your obligations under these terms.
14. NO RIGHTS FOR THIRD PARTIES
This Agreement does not give rise to any rights under the Agreement to the third parties
14.1. If a court finds part of this contract illegal, the rest will continue in force.
14.2 Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
15. NO WAIVER
15.1. Even if we delay in enforcing this agreement, we can still enforce it at a later date.
15.2. 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 remedy your actions and it will not prevent us taking steps against you at a later date.
16. GOVERNING LAW AND JURISDICTION
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regards to its conflict of law rules. Each Party agrees that any dispute arising out of or in connection with this Agreement including any question regarding its existence, validity or termination shall be submitted to the exclusive jurisdiction of the courts in Kent County, Delaware.