End User Licensing Agreement

Canary7 – End User Licensing Agreement

PLEASE READ CAREFULLY BEFORE ACCESSING THE CANARY7® SOFTWARE:

This end-user licence agreement (EULA) is a legal agreement between you (End-user or you) and canary7 LTD (company number NI685499) whose registered office is at 7 Corchoney Road, Cookstown, Northern Ireland, BT80 9HU; (Licensor, us or we), for our warehouse management platform, known as Canary7® (the software as a service available through same being the Services) which you may access via the relevant URL which you and we agree from time to time; or our other websites, or which may be integrated into third party applications or software, and any documents provided by us in connection with the Services (the Documents).

This EULA is supplemental to the commercial licence agreement (Commercial Licence) entered into between us and the person or entity by whom you have been authorised to use the Services and the Documents (Commercial Licensee). Your use of the Services and Documents shall be subject always to the terms of this EULA, and to the terms of the Commercial Licence, including your being, at all relevant times, a validly “Authorised User” within the meaning of the Commercial Licence. We do not sell the Services or Documents to you. We remain the owners of the Services and Documents at all times.

We keep this EULA under regular review. It may change and if it does, these changes will be posted on this page and, where you use the Services, notified to you via the Services platform when you next log on or access same, or otherwise notified to you by email. In respect of users of the Services, you will likely be required to read and accept the changes to continue your use of the Services.

This version one of this EULA was first uploaded on 18 January 2023 and historic versions (where applicable) can be obtained by contacting us. 

Operating System Requirements – the Services: a functioning hardware system and software facilitating access to the following modern and high usage web browsers, namely:  Chrome, Mozilla, Firefox, Safari or MS Edge, for the current and previous version of each such browser, and internet access, or such other relevant software and/or hardware reasonably notified by us from time to time. It is your responsibility to ensure you have adequate equipment or software as we specify from time to time to access the Services.

Important Notice:

  • Acceptance of this EULA: By clicking on the “Accept” button you agree to the terms of this EULA which will bind you. The terms of this EULA include, in particular, the relevant provisions of our general privacy policy set out separately at https://www.canary7.com/privacy-policy/ and the limitations on liability in condition 7. If you do not agree to the terms of this EULA, we will not license the Services and Documents to you, and you must not click “Accept” or proceed to use the Services.
  • CHARGES FOR USE OF THE SERVICES: You will not be charged for accessing or using the Services or the Documents however, your access to and use of the Services and the Documents will be subject always to that access and use taking place in accordance with the terms and conditions of the Commercial Licence, including the payment of any necessary fees by the Commercial Licensee.
  • YOUR AGE: You must be aged 16 or over to accept this EULA and use the Services and Documents (or of the age of majority in the country in which you reside, where higher).

You should print or save a copy of this EULA for future reference.

AGREED TERMS

1. Account opening and security

1.1 When opening your account, you warrant and represent to us that all information you provide in connection with your account opening or when using the Services is true, accurate and complete (and that you will inform us if it changes at any time whilst you use the Services) and that you are legally authorised to use, share or process it for the purposes for which it has been used, shared or processed. This includes where you represent yourself as being legally authorised to represent a third party, or provide information on their behalf, including the Commercial Licensee.

1.2To open an account, you must be a single human person responsible for everything done under that account. You must also be capable of entering into legally binding contracts. Therefore, you must also be of legal age to use the Services in the country you reside in (or whose laws apply to them). Accounts registered by automated methods or by multiple individuals are not permitted.

1.3You must not allow any other individual to access or use your account and you remain responsible at all times for any actions taken using your account. You are responsible for keeping your account secure while using the Service and preventing any unauthorised access to it, including maintaining your account’s security at the highest possible level and not disclosing credentials to third parties.

1.4 We may offer tools such as minimum password requirements or two factor authentication to help you maintain the security of your account, but the content of your account and its security are up to you. If you suspect that anyone other than yourself has wrongfully obtained your password, you should immediately both reset it and let us know if you suspect any unauthorised, fraudulent or wrongful activity has occurred through your account.

1.5 You accept that are responsible for all content posted and activity that occurs under your account and that we are not liable for any loss or damage from your failure to comply with these obligations.

2.ACKNOWLEDGEMENTS   

2.1The terms of this EULA apply to the Services and the Documents, including any updates or supplements to the Services.

2.2We may change this EULA at any time by notifying you of a change when you next start to use the Services. The version of this EULA then in force will apply and may be displayed on-screen and you may be required to read and accept it to continue your use of the Services.

2.3You will be assumed to have obtained permission from the owners of any devices from which the Services may be accessed (Devices), if not you, to use the Services on the Devices. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the Services on or in relation to any Device, whether or not it is owned by you. If you sell or dispose of any Device from which the Services have been used (if applicable), you must log out of your account to access the Services.

2.4The applicable terms of our general privacy policy from time to time (which covers not just Canary7, but some of our other interactions with third parties, e.g. suppliers – some of which may not be relevant to you), available at the link mentioned above (Privacy Policy) are incorporated into this EULA by reference and apply (as relevant) to any of your personal data which we may process as part of your use of the Services.  The Privacy Policy is clear on which sections apply solely to users of Canary7®. Additionally, by using the Services, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

2.5 By using the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals that are internet-based or wireless to improve our Services and provide them to you.

2.6The Services may contain links to, or be available from, other independent third-party websites or services (Third-party Services). Third-party Services are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Services including the use of the Third-party Services or any other products or services available through them, and we are not responsible where any failure of the Services is attributable to their integration with such Third-party Services.  

2.7 By using the Services, you agree to us collecting and using technical information about the Devices you use the Services on and related software, hardware and peripherals to improve our products and to provide the Services to you or the Commercial Licensee.

2.8 From time to time, we may automatically update or change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Services for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Services, or they may operate with reduced functionality.

2.9Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

3.GRANT AND SCOPE OF LICENCE

3.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a revocable, non-transferable, non-sublicensable and non-exclusive licence to use the Services on the basis outlined below, subject to this EULA, the terms of the Commercial Licence and the terms of the Privacy Policy for the relevant duration of the Commercial Licence. We reserve all other rights.

3.2 You may:

(a)Access and use the applicable functions of the Services (as they are functionally contemplated to operate within the Documents) only for the purposes of the Commercial Licensee’s (including for the purposes of this clause its Affiliates or customers using the same warehouse space) internal business requirements (as defined in the Commercial Licence), subject to the terms of the Commercial Licence (if you are unclear whether you meet these requirements or what usage is permitted, please contact the Commercial Licensee); and

(b)Access and use the Documents to facilitate your use of the Services for the above purposes only.

4.LICENCE RESTRICTIONS

Except as expressly set out in this EULA, or to the extent such acts or omissions cannot be restricted by applicable law, you agree:

(a) Not to copy the Documents, except where such copying is incidental to normal use of the Services;

(b) Not to attempt to harvest or otherwise collect information or otherwise access, monitor, or copy any content or information from our websites using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;

(c) Not to act maliciously against our business interests or reputation, or that of other users;

(d) Not to rent, lease, sub-license, loan, provide, or otherwise make available the Services or the Documents, in any form, in whole or in part to any person, or allow any person to access your account, without prior written consent from us;

(e) Not to translate, merge, adapt, vary or modify the whole or any part of the Services or Documents, nor permit them or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Services on Devices as permitted in this EULA;

(f) Not access our Services to build a product or service which competes with the Services;

(g) Not to, or attempt to, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or their underlying software, or attempt to do any such thing except to the extent that such actions cannot be prohibited by Northern Irish law and then only for the purposes which cannot be prohibited by law and as are incidental to proper use of the Services (the Permitted Objective), and in such cases provided that the information obtained by you during such activities:

(i) 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 in order to achieve the Permitted Objective; and

(ii) Is not used to create any software that is substantially similar in its expression to the Services;

(iii) Is kept secure;

(iv) Is used only for the Permitted Objective; and

(v) Include our copyright notice on all entire and partial copies you make of the Services on any medium; and

(h) To comply with all technology control or export laws and regulations that apply to the technology used or supported by the Services (including ensuring you do not access the Services from any country where you would be prohibited from doing so by law) (Technology).

Together the restrictions set out above shall be known as the Licence Restrictions.

5.ACCEPTABLE USE RESTRICTIONS

You must:

(a) Read and comply with any directions or notices posted on our sites from time to time that are relevant to the provision of the Services;

(b) Not use the Services if you are not able to form legally binding contracts or are under the legal age in the country in which you reside (or to whose laws you are subject at any time);

(c) Not attempt to scan or test the security or configuration of our websites or to breach security or authentication measures without proper authorisation from us;

(d) Not use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA or the Commercial Licence, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or otherwise technologically harmful material, into the Services or any operating system;

(e) Use the Services and undertake any activities under this EULA in compliance with all applicable laws and regulations, including any applicable industry code of conduct, recommendations or guidelines issued by any relevant trade organisation or industry body;

(f) Not use the Services or the Documents where you cease to be an “Authorised User” for the purposes of the Commercial Licence;

(g) Not infringe our intellectual property rights or those of any third party in relation to your use of the Services, including the submission of any material (to the extent that such use is not licensed by this EULA);

(h) Not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services;

(i) Not access without authority, interfere with, damage or disrupt any part of our website, any equipment or take any action that places excessive demand on our Services, or imposes, or may impose an unreasonable or disproportionately large load, or otherwise disable, overburden or impair (as determined in our sole discretion), our servers or other portion of our infrastructure supporting our Services;

(j) Not attempt to gain unauthorised access to the server on which the software underlying our Services resides or any server, computer or database connected to our website via a denial-of-service attack or a distributed denial-of-service attack;

(k) Not use the Services to process, store or record any sensitive information, i.e. (a) credit or debit card numbers; personal financial account information; national insurance or social security numbers or equivalents; passport numbers; driver’s licence numbers or similar identifiers; passwords; details of racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information defined under the UK Data Protection Legislation as ‘Sensitive Personal Data’ (or any analogous term which may apply from time to time), or any information subject to the US Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information as amended or applicable worldwide from time to time (if you do so accidentally (or otherwise) you should delete such data immediately);

(l) Comply with any restrictions, terms of use or agreements in place between you and the Commercial Licensee when using the Services, including not to, in any way, make available provide any data output generated using the Services, or data stored via the Services, to any third party other than as permitted by the Commercial Licensee;

(m)  Not use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security (or those of our third-party suppliers or licensors) or interfere with other users; and

(n) Not collect or harvest any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running the Services,

Together the restrictions set out above shall be known as the Acceptable Use Restrictions.

By breaching this EULA, you may commit a criminal offence in the UK or elsewhere. We may report any such breach to the relevant law enforcement authorities and co-operate with those authorities by disclosing your identity to them.

6. INTELLECTUAL PROPERTY AND DATA

Customer Data

6.1 Whilst you are responsible for your account and any data you upload through it (the Customer Data), this shall be subject to any access or control rights that apply between you and the Commercial Licensee who has paid for your licence to access our Services. As a default the Commercial Licensee shall have ultimate ownership and control over all Customer Data, and all Customer Data will be accessible by all the Commercial Licensee’s other authorised users of the Services.

6.2  You warrant and represent that any Customer Data shall comply with the following standards (including the Acceptable Use Restrictions and Licence Restrictions) (the Standards).

 Any Customer Data must:

  • Be accurate (where it states facts);

  • Be genuinely held (where it expresses opinions); and

  • Comply with the law applicable in the UK and in any country from which it is posted.

Customer Data must not:

  • Be defamatory of any person;

  • Be obscene, offensive, hateful or inflammatory;

  • Bully, insult, intimidate or humiliate;

  • Promote sexually explicit material;

  • Promote violence;

  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

  • Infringe any copyright, database right, trademark or other intellectual property rights of any other person;

  • Be likely to deceive any person;

  • Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

  • Promote any illegal activity;

  • Be in contempt of court;

  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.

  • Be likely to harass, upset, embarrass, alarm or annoy any other person;

  • Impersonate any person, or misrepresent your identity or affiliation with any person;

  • Give the impression that it emanates from or relates to us or one of our employees, or a third party or one of its employees, unless genuine;

  • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;

  • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducements to the commission, preparation or instigation of acts of terrorism;

  • Contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to affect any computer software or hardware operation adversely; or

  • Contain any advertising or promote any services or web links to other sites.

6.3              The Standards apply to any Customer Data and must be complied with in spirit and to the letter and apply to each part of any Customer Data and its whole. We will determine, at our reasonable discretion, whether any Customer Data breaches the Standards. You and the Commercial Licensee are each responsible for the content of, and for any harm resulting from, any Customer Data that you post, upload, link to or otherwise make available via the Services, regardless of the form of that Customer Data.

Our Intellectual Property Notices

6.4  You acknowledge that all intellectual property rights in the Services, the Documents and the Technology anywhere in the world, and in the data you access through or on them (other than the Customer Data) (such data being Our Data), belong to us or our licensors, that access to the Services is licensed (not sold) to you and the Commercial Licensee, and that neither you nor they have any rights in, or to, the Services, the Documents or the Technology other than the right to use each of them in accordance with the terms of this EULA and the Commercial Licence. We reserve all such rights accordingly.

6.5  The Services are copyright © Canary7 Ltd. The Canary7® name and brand, and associated logos, are the unregistered trademarks of Canary7 Ltd.

6.6  You may not duplicate, copy, or reuse any portion of the Services or our trademarks, without our express permission, save as set out in the “Linking to Our Websites” section below.

6.7 Nor must you access the Services where you are engaged as an employee or contractor with any business that competes with our own or to attempt to gain access to our confidential information with a view to building, creating or amending any software or service which competes with any element of the Service offered by us.

6.8  You acknowledge that you have no right to have access to the software underlying the Services in source-code form.

LICENCE GRANTS

Using the Services means you are granted specific licences or rights by both other users and us, and that is required; in turn, you grant specific licences or rights to other users and us. Each of these licences is described below:

Your Licence to Link to Our Websites

6.9  You may link to our websites (including where you do not have an account with us), provided you do so fairly and legally and in a way that does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our websites on any website that you do not own unless you have relevant authorisations. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in this EULA. Our websites must not be framed on any other site.

6.10 We may withdraw this EULA at any time on notice. If you have an account with us and wish to link to or make any use of Our Data other than that set out above, please contact us.

The Licence You Grant to Us

6.11  By opening an account with us, you grant and assign us, and our successors and assigns a non-exclusive, worldwide, royalty-free licence and right to store and utilise Customer Data (in the manner in which you, other authorised users or the Commercial Licensee have made it available) and make copies strictly as necessary to provide the Services as contemplated under the Commercial Licence and this EULA.  For example, this includes a right to do things like copy it to our database and make backups, share it with you and other authorised users under the Commercial Licence (unless access is restricted by the Commercial Licensee’s super-users or account administrators) and to analyse it where necessary to provide the Services only (in the circumstances noted below).

You also agree to grant us a lien over such Customer Data to cover the event of non-payment by the Commercial Licensee of any charges validly due and owing under the Commercial Licence (in the circumstances more specifically set out in the Commercial Licence) and agree that we may restrict your or the Commercial Licensee’s access to, and use of, such Customer Data (and ultimately delete same) in exercise of our rights under this lien if such non-payment is not remedied to our satisfaction in the circumstances provided for under the Commercial Licence.

6.12  As noted above and in our Privacy Policy, we do not sell any Customer Data or otherwise distribute or use it outside the context of providing the Service and our Site as noted above.

6.13 This licence will end or be revoked within a certain period after your account is cancelled, or you have deleted all copies of the relevant Customer Data uploaded to our Site. Our Customer Data retention policies are outlined in our Privacy Policy.

The Rights You Grant to Third Parties

6.14  Any Customer Data you post may be viewed by the Commercial Licensee and other authorised users approved by the Commercial Licensee by default, subject to any access restrictions or parameters set within the Services by the Commercial Licensee’s super-users or account administrators. By using the Services, you agree to allow the Commercial Licensee and (where applicable) its other authorised users to view, copy and download the Customer Data, unless alternative arrangements are agreed between you and the Commercial Licensee.  

6.15  In the event of any conflict or inconsistency between the terms of this EULA and the terms you have agreed in writing with the Commercial Licensee or other users as regards the Customer Data, the latter shall prevail over the former.

Moral Right 

6.16 Unless you otherwise waive them, you retain all moral rights to Customer Data that you upload, publish, or submit to any part of the Services, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted to us by you above, but not otherwise.

Feedback

6.17 We’re always trying to improve our Services, and your feedback will help us do that.

6.18 If you give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (Feedback), you acknowledge and agree by accepting this EULA that we will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit or incorporate the Feedback into our products, services, and documentation.

Intellectual Property Infringement

6.19 If you believe that content you have accessed through the Services infringes your intellectual property rights, please contact us. There may be legal consequences for sending a false or frivolous notice, and we will close your account if you repeatedly send wrongful intellectual property infringement notices.

7. DISCLAIMERS

7.1 We provide the Services “as is” and “as available” to you without any kind of warranty (other than any warranties given to the Commercial Licensee under the Commercial Licence). Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Services or the content, statements or other information contained on or through them including, but not limited to, those of title noninfringement, merchantability, and fitness for a particular purpose.

7.2  Neither we nor our affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents warrant that the Services will meet your requirements; that the Services or your use of them will be uninterrupted, secure, or error-free; that the information provided through the Services is accurate, complete, reliable or correct; that any defects or errors will be corrected; that the Services will be available at any particular time or location; or that the Services is free of viruses or other harmful components.

7.3  You assume full responsibility and risk of loss resulting from your downloading or using files, information, content or other material obtained from the Services, as well as your proper use of the Services, and any decisions taken by you or the Commercial Licensee on foot of your use of same.

7.4  To the extent permitted by law, time shall not be of the essence for any of our obligations under this EULA.

8.  LIMITATION OF LIABILITY – IMPORTANT – PLEASE REVIEW CAREFULLY

8.1 You acknowledge that the Services have not been developed to meet your or the Commercial Licensee’s individual requirements, including any specific regulatory requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services as described in the Documents meet your requirements.

8.2  You further acknowledge that the Commercial Licensee has explained the relevant acknowledgements, limitations and proper functions of the Services, as outlined in the Commercial Licence, to you, and that you use the Services with those in mind.

8.3  We only supply the Services and Documents for the business of the Commercial Licensee, and you agree not to use the Services or Documents for any re-sale purposes.

8.4   We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Commercial Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation;

whether any of the losses set out in Condition 8.4(a) to Condition 8.4 (e) are direct or indirect; or

(f) any special, indirect or consequential loss, damage, charges or expenses.

8.5  You accept and acknowledge that we do not owe any duty of care to anyone other than the Commercial Licensee in respect your use of the Services, and we will not be liable to you in respect of same accordingly.

8.6 In light of the other provisions above, and our liability to the Commercial Licensee as explained in clause 8.5, other than the losses set out in Condition 8.4 (for which we are not liable), our maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £10 (ten pounds sterling)), or the lowest sums permitted by relevant law. This maximum cap does not apply to clause 8.7.

8.7 Nothing in this EULA shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by Northern Irish law.

8.8  This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Services and Documents. Except as expressly stated in this EULA, 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 Services and Documents which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8.9  You acknowledge and agree that access and use of any Services we offer through your account constitutes reasonable and sufficient consideration and acknowledge that you have not paid directly for access to any of the Services (including the Free Services), and we have separate liability to the Commercial Licensee, who is our customer in the context of the Services. In return for that access, you are willing to adhere to terms of this EULA, and also accept the limitations, disclaimers and releases outlined in this EULA as reasonable and proportionate. 

9. FREE SERVICES AND BETA SERVICES   

9.1 You acknowledge that any Service provided free of charge; for example, trials for new features or the Services generally, and including any Beta Services as defined below (being Free Services) may be subject to change at any time without notice. 

9.2  Access to the Free Services is permitted temporarily, and we may suspend, withdraw, discontinue or change all or any part of the Free Services, either generally or to you specifically, at any time, for any reason, with or without notice. We will not be liable to you or your Organisation if, for any reason, the Free Services are unavailable at any time or for any period.

9.3 Beta Services are any Services we identify as beta, preview or in similar terms. As a Beta Services user, you may get access to information that isn’t yet publicly available about new products and features that we plan to offer. Given the nature of this information, it’s important to us that you keep it confidential.

9.4  You agree that any Beta Service information we give you that isn’t yet in the public domain, for example, information about a preview for a new Beta Service, is our confidential information (Confidential Information), whether or not expressly labelled as such. You agree only to use such Confidential Information to test and evaluate the Beta Service (the Purpose), not for any other purpose.

9.5  You also agree not to disclose, publish, or share any Confidential Information with or to any third party unless we have set up the Beta Service in such a way that expressly encourages this (for example, where you are part of a forum we have organised to trial or discuss a new Beta Service).

9.6  Finally, you agree to exercise the same degree of care with our Confidential Information to prevent any breach of the above terms as you would with your own sensitive, private or confidential information, which shall, in any event, be no less than a reasonable degree of care.

Exceptions

9.7 Confidential Information does not include information that is:

(a) (or becomes) publicly available without breach of this EULA through no act or inaction on your part (for example, where a previously private Beta Service is rolled out as a regular Service by us);

(b) independently developed by you without breach of any confidentiality obligation to us or any third party; or

(c) disclosed with our express written permission.

9.8  If you are required to disclose Confidential Information according to any order by a court or regulatory authority with jurisdiction over us, provided that we have been given reasonable advance written notice to object (unless prohibited by law) and the disclosure is limited to the maximum extent possible to comply with such an order of law.

10. INDEMNITY AND RELEASE – IMPORTANT – PLEASE REVIEW CAREFULLY

10.1 You expressly agree that use of the Services and Documents takes place at your and the Commercial Licensee’s sole risk.

10.2 If any disputes or disagreements arise between you and any third parties in connection with your use of the Services, including the Commercial Licensee, you agree to release us from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes or disagreements.

10.3 You further agree to indemnify, defend, and hold us and our affiliated companies, directors and employees harmless from and against any claims, liabilities, and expenses, including attorneys’ fees, arising out of such disputes or claims relating to them, including but not limited to your violation of this EULA, other than any disputes, claims or disagreements arising from our breach of this EULA or the Commercial Licence, provided that we:

(a) promptly give you written notice of the claim, demand, suit or proceeding;

(b) subject to you giving us such security as to financial cost as we reasonably require, and to our right to participate in and be advised on the progress of settlement of any claim via a counsel of our choosing, give you primary control of the defence and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and

(c) supply to you all reasonable assistance with the subject matter of the claim, at your expense.

11. TERMINATION OR SUSPENSION

11.1 We may terminate this EULA immediately by written notice to you:

(a) 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; or

(bif you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

11.2   We may immediately suspend your access to any or all Services without notice for: (i) use of the Services in a way that violates applicable laws or regulations or the terms of this EULA (or the Commercial Licence), (ii) posting or uploading material that infringes or is alleged to infringe on the intellectual property rights of any person or relevant law, or (iii) to protect the integrity, operability, and security of the Services. We may also, without notice, review, edit and delete any Customer Data that we have reason to determine (acting in good faith) violates this EULA (or the Commercial Licence), but you acknowledge and agree that we have no duty to, and shall not, pre-screen, control, monitor or edit Customer Data. We will, in our discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Services.

11.3 This EULA shall terminate automatically upon the termination or expiry of the Commercial Licence for any reason.

11.4 On termination or expiry of this EULA for any reason:

(a)  all rights granted to you under this EULA shall cease; and

(b) you must immediately cease all activities authorised by this EULA, including your use of the Services.

12. COMMUNICATION BETWEEN US

12.1 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 e-mail to legal@canary7.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

12.2  If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request for the Services.

13. EVENTS OUTSIDE OUR CONTROL

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (Event Outside Our Control).

13.2  If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:

(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.

14. THIRD PARTY INTEGRATIONS

14.1 When importing third party data streams using the Software Services, you warrant and represent that you shall use industry standard anti-virus technology in respect of, and otherwise thoroughly review and vet, such data streams for any malicious code or content, including as comprised in the Customer Data, which would breach the terms of this EULA or the Commercial Licence. You acknowledge and accept we cannot be held responsible for same.

14.2  You may also be required to agree and adhere to third party terms where you access any application that integrates with our Service, or where the Commercial Licensee requires you to agree terms to access the Services on their behalf. 

14.3  Whilst we take no responsibility for any your adherence to such terms or the actions taken by third parties, you warrant and represent that you will honour and adhere to such terms when using the Service and that you will not hold us responsible for any interactions with such third parties or their terms, including for wrongful or negligent acts or omissions, or breaches of contract.

14.4  We do not control such sites, services or resources provided by third parties, or the content, messages or information found in or on, or accessible through them or integrated with the Services. We disclaim and will have no liability regarding such sites or services and any actions resulting from your use of the same. The availability of such sites or services on or through our Services does not mean we endorse, support or warrant such sites, resources or services.

15. OTHER IMPORTANT TERMS

15.1  We shall have no liability if we are prevented from or delayed in performing its obligations under the EULA or Commercial Licence, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control, including, for example, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

15.2  Unless specifically provided otherwise, our rights arising under the EULA are cumulative and do not exclude rights provided by law.

15.3  If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.4 This EULA, and any documents referred to in it, constitute the whole agreement between you and us and supersede any previous arrangement, understanding or agreement between them relating to their subject matter.

15.5  Other than our affiliated companies (who may enforce the relevant provisions of this EULA), and our third party licensors (who may enforce the applicable licences you have agreed under clause 14.1 directly), nothing in this EULA confers or purports to confer any right to enforce any of its terms on any person who is not a party to it, and any such person shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (or otherwise) to enforce any term of this EULA.

15.6  Any correspondence between the parties regarding this EULA or its subject matter shall be exclusively in the English language.

15.7 We might make versions of this EULA available in languages other than English. If we do, the English version will govern the parties’ relationship. The translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

15.8 Unless otherwise stated in this EULA, no amendment or variation to it shall be effective unless it is in writing and agreed by both parties (or their authorised representatives). The above notwithstanding, we may, acting in our sole discretion, amend this EULA from time to time and will endeavour to provide you with thirty (30) days’ notice before making the change effective when we do so. If you object to any change the change shall not take effect (in relation to you only) until the expiry of the then current Initial Subscription Term or Renewal Period of (and as defined in) the Commercial Licence (prior to which the Commercial Licensee will have had an option not to renew the Commercial Licence into such subsequent term), and the version of this EULA applicable to you until that point shall be the version applicable immediately prior to the latest update. Thereafter the updated version of the EULA in force as at that date shall apply regardless. Every time you sign up for an account with us, the terms applying to the Agreement between the Parties shall be as outlined in the relevant version of this EULA in force at the time of sign-up.

15.9 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.

15.10 You may only transfer your rights or obligations under this EULA to another person if we agree in writing.

15.11 If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

15.12 Please note that this EULA, its subject matter and its formation, including non-contractual disputes, are governed by Northern Irish law. You and we both agree that the courts of Northern Ireland will have exclusive jurisdiction

This EULA has been entered into on the date you click “Accept” to signify that you have read and accept this EULA, and that you agree to be bound by its terms with respect to your use of the Services and the Documents.