Docubox Limited End User Licence Agreement
NOTICE: READ THIS END USER LICENCE AGREEMENT (“EULA”) CAREFULLY BEFORE ACCESSING OR USING THE DOCUBOX INSURANCE DOCUMENT AND WORKFLOW MANAGEMENT SERVICES SYSTEM ACCOMPANYING THIS AGREEMENT. CLICKING ON THE “I ACCEPT” TICK BOX, OR IN ANY OTHER WAY INSTALLING, ACCESSING, COPYING OR USING THE LICENSED PRODUCT, CREATES A LEGALLY ENFORCEABLE CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.
IF YOU ARE NOT AUTHORISED TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MUST CLICK ON THE “CLEAR” BUTTON, AND YOU MUST NOT INSTALL, ACCESS, COPY OR USE THE LICENSED PRODUCT.
This End User Licence Agreement (the “Agreement”), effective as of the date you accept the terms hereof, and is entered into between Docubox Limited, of 13 Austin Friars, London, England, EC2N 2HE, United Kingdom (the “Licensor”) and you (the “User”)(the “Parties).
The Parties agree as follows:
1. DEFINITIONS
“Content” means any and all images, photos, videos, text, templates, and other content accompanying this Agreement and provided by Licensor.
“Documentation” means any user guide, help information and/or other documentation provided by Licensor with the Licensed Products to the Client and the User.
“Term” means a period agreed separately between Client and the Licensor, as defined in the Master Services Agreement.
“Licensed Products” means, collectively, the technology, software (both source and object codes), Content, and Updates, functional specification and all other listings and functional specifications, and all related Documentation, together with all appurtenant copyright and intellectual property rights, relating or pertaining to the Docubox insurance documentation and workflow management services system (hereinafter, the “System”).
“Master Services Agreement” means an agreement entered into between the Licensee of the Licensed Products (the “Client”) and the Licensor for the acquisition of Licences to access the Licensed Products. The terms of that Master Services Agreement are incorporated herein by reference.
“Updates” means, if applicable, any patch, update or new version of the Licensed Products provided by Licensor.
“User” means any user of the Licensed Products who is authorised by the Client, in compliance with the terms of this Agreement, to use the Licensed Products.
2. LICENCE
2.1 Use of the Licensed Products is permitted solely pursuant to the Master Services Agreement and this End User Licence Agreement. The Licensor’s contract is with the Client and the User must be authorised by the Client in order to use the Licensed Products.
2.2 Licensed Products. Subject to all terms and conditions in this EULA and the Master Services Agreement (the terms of which are incorporated by reference in this EULA), the Licensor grants the User a non-exclusive, non-transferable, non-sublicensable right and licence to use the Licensed Products without modification for the Term. The Licensed Products are not sold to the User.
2.3 Limitations. Users may only access Licensed Products for which all fees have been paid by the Client.
2.4 The Licensor reserves the right to amend login information or to restrict or deny access to the Licensed Products if it believes that the terms of this EULA or the Master Services Agreement have not been complied with.
3. SUPPORT SERVICES
3.1 Updates and Maintenance. Licensor reserves the right to make updates to the Licensed Products or any other any changes in the specification of the Licensed Products. Licensor reserves the right to make the Licensed Products unavailable to the Users for essential maintenance.
3.3 The User recognises that the Licensed Products may not operate effectively on all computers and that it is the responsibility of the User to ensure that it maintains requisite hardware and an internet connection in order to effectively use the Licensed Products.
4. CONFIDENTIALITY
4.1 “Confidential Information” means (without limitation) either Party’s proprietary information, records, technical data, trade secrets, or know-how, including customer or prospect lists, personal information (as defined under the 2018 General Data Protection Regulation), plans, products, services, markets, software, developments, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, advertising and marketing campaigns, finances or other business information disclosed by one Party to the other Party, either directly or indirectly, in writing, orally, or by drawings. The Parties warrant to one another that at no time during the Term of this Agreement or at any time thereafter will they disclose or make available to any third person or entity any of the Confidential Information they may come into knowledge of in the course of their dealings with one another.
4.2 The User acknowledges and confirms that the Licensed Products are the proprietary and confidential property of the Licensor. Accordingly, the User shall not, without the prior express written consent of the Licensor, disclose or reveal to any third party, or make or cause to be made, either on User’s own behalf or on behalf of others, any use of Licensed Products other than in connection with the services provided through the System.
4.3 This obligation of confidentiality will not apply to information which is known to a Party on a nonconfidential basis at the time it is disclosed to that Party by the other Party, or has become publicly known and made generally available through no wrongful act of the receiving Party, or has been rightfully received from a third party who is authorised to make such disclosure.
4.4 The User acknowledges that for the purposes of the Data Protection Legislation, all personal information that you provide to us will be governed by the Privacy Policy, which is available at www.thedocubox.com/tob The User will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider for the duration and purposes of this agreement, including consent to international data transfers.
4.5 The Licensor may share such information required by law enforcement or regulatory authorities when Licensor has a good faith belief that sharing is necessary to prevent fraud or other illegal activity. No Party shall be in breach of these Confidentiality provisions to the extent it is required to disclose any information to law enforcement authorities, as a result of a court order issued from a court of competent jurisdiction, or by request of an appropriate regulatory authority.
4.6 All Confidentiality provisions of this section shall survive the termination of this Agreement.
5. PROPRIETARY RIGHTS
5.1 Restrictions. Except and only to the extent expressly specified in this Agreement, the User shall not (a) use any Confidential Information to create any software, content or documentation that is similar to any Licensed Product, (b) disassemble, decompile, reverse-engineer or otherwise try to discover any source code or underlying structures, ideas or algorithms of the Licensed Products or encryption for the Content (except and only to the extent these restrictions are expressly prohibited by applicable statutory law) to achieve interoperability, if the Licensor does not offer the means to do so when requested by the User, (c) copy, adapt, merge, create derivative works of, translate, localise, port or otherwise modify any Licensed Products, (e) use the Licensed Products in an automated process, (f) permit any third party to engage in any of the foregoing proscribed acts.
5.2 No Implied Licence. Except for the limited rights and licence expressly granted hereunder, no other licence is granted, no other use is permitted and the Licensor shall retain all right, title and interest in and to the Licensed Products.
6. WARRANTY DISCLAIMERS
THE LICENSED PRODUCTS AND SUPPORT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL HAVE INTEROPERABILITY WITH THE CLIENT’S OR THE USER’S HARDWARE OR THIRDPARTY SOFTWARE OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED PRODUCTS AND SUPPORT SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IN THE EVENT OF ANY NONPERFORMANCE OF THE LICENSED PRODUCTS, THE USERS ARE REQUESTED TO NOTIFY THE LICENSOR AS SOON AS POSSIBLE.
7. TERM AND TERMINATION
7.1 This EULA shall commence upon acceptance of this Agreement and continue in effect until the User has logged out of or exited the Licensed Products or the Term has otherwise expired.
7.2 Termination. Without prejudice to any other rights, the Licensor may terminate this Agreement and deny access to the Licensed Products immediately if the User fails to comply with the terms and conditions of this EULA.
7.3 Effects of Termination. Upon termination of this Agreement for any reason, all rights, obligations and licences of the Parties hereunder shall cease, except that all obligations that accrued prior to the effective date of termination, by virtue of the terms of this EULA or Master Services Agreement or both, (including without limitation) any payment obligation, terms of Confidentiality, Proprietary Rights, Limitation of Liability, Personal Data Protection, and any remedies for breach of this Agreement, shall survive.
9. GENERAL PROVISIONS
9.1. This document constitutes the entirety of the agreement between the Parties. It supersedes any prior representations which may have been made, whether orally or in writing. The terms of any subsequent end user licence agreements may be subject to change and should be reviewed carefully.
9.2. This EULA is produced, construed and shall be governed by the Law of England and Wales and the Parties, and each of them, agree to submit to the exclusive jurisdiction of the English Courts for the interpretation and enforcement of any terms.
9.3. All clauses, sub clauses and parts thereof shall be severable and shall be read and construed independently. Should any part of this EULA be found invalid this will not affect the validity or enforceability of any other provision or of the whole of this EULA. Terms of the Master Services Agreement for remedying invalidity and enforceability shall apply to the EULA in the same way.
9.4. All terms, conditions and covenants contained in this EULA shall bind the Parties and their heirs, legal representatives, successors to title and permitted assignees.
9.5. The User may not sub-licence or transfer all or any of its rights and responsibilities under this EULA. The Licensor may transfer all or any of its rights and/or obligations under this agreement at any time upon prior notice to the Client.
9.6 Nothing in these terms and conditions shall devolve any rights on a third party and no third party may enforce any provision of this contract under the Contracts (rights of Third Parties) Act 1999 et seq (UK).
9.7 The failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver or limitation of that Party’s right to subsequently compel and require strict compliance with every provision of this EULA.
9.8 All personal pronouns used in the Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, the singulars shall include the plural, and vice versa.
9.9 Section titles used in this Agreement are for convenience only and neither limit nor amplify the provisions of this Agreement.
10.8 Acknowledgment. The User acknowledges and confirms that (a) it has read and understands this Agreement, (b) this Agreement has the same force and effect as a signed agreement, and, (c) issuance of this licence does not constitute general publication of the Licensed Products or any other Confidential Information.