End User License Agreement
This is a legally binding agreement between you (either an individual or a single entity), referred to herein as “YOU” and Passport365 Ltd, and referred to herein as Passport365 Ltd. This software entitled Passport365 and all documents and materials included in it are referred to herein as the “SOFTWARE” or the “DOCUMENTS”. Opening or using all or any portion of this software indicates your acceptance of all the terms and conditions of this End-User License Agreement referred to herein as “EULA” and that this agreement is equivalent to a written agreement signed by you. By selecting the box “I AGREE” or performing a similar electronic function, you are providing your acceptance of the terms of this agreement. This agreement is enforceable against you and any legal entity that obtained the software and on whose behalf, it is used. If you do not agree to the terms of this agreement, please do not use this software.
It is illegal and strictly prohibited to distribute, publish, offer for sale, license or sub-license, give or disclose to any other party, this software or the documents in hard copy, digital form or any other medium whether existing or not yet existing, except as specifically permitted below.
The use of this software is governed by the terms and conditions set forth herein. Please read them carefully. This EULA is applicable to all of the Documents included in the Software and to the Software in its whole part. You are deemed to have read, understood and accepted the terms of this EULA when you install or use the Software.
1. Limited Licenses
You are granted a limited, non-exclusive license to use the for your own use provided that such use does not render the Software accessible to other users through local or Internet networks or other methods. Only the individual that has the Software License, as indicated by the user information provided when gaining access to the Software, will have the license to use the Documents. Use by any other person, company, affiliate, corporation, Limited Liability Company, trust, or other separate legal entity will require a separate license. This includes companies that may be affiliated to you by ownership or otherwise. The license granted herein shall remain in effect perpetually but shall terminate upon your use of the Software beyond the scope licensed herein or upon your violation of any term or condition hereof. All protections with which Passport365 is provided under this EULA shall survive the termination of your license to use the Software.
2. Proprietary Rights
Passport365 Ltd and its suppliers retain all title, ownership, and intellectual property rights to the Software, including but not limited to all supporting documentation, files, marketing material, images, multimedia and applets. The Software is protected by copyright and other intellectual property laws and by international treaties. The Software may include security measures designed to control access and prevent unauthorised copying and use. You agree not to interfere with any such security components. Passport365 Ltd permits you to use, or otherwise benefit from the functionality or intellectual property of the Software only in accordance with the terms of this EULA. Use of third-party material included in the Software may be subject to the terms and conditions typically found in the party’s own license agreement.
Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes, or procedures or any other confidential, financial, or business information of the other party which it learns during the course of its performance of this EULA, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this EULA. The Software contains trade secrets and proprietary know-how that belong to Passport365 Ltd, and it is being made available to you in strict confidence. Any use or disclosure of the software, or of its algorithms, protocols or interfaces, other than in strict accordance with this EULA, may be actionable as a violation of Passport365 ltd.’s trade secret rights.
4. Non-Transfer of Rights
You may not rent, lease, sell, sub-license, assign or transfer your rights in the software, or authorise any portion of the software to be copied onto another individual or legal entity’s computer.
5. Allowed Usage
Upon fulfilling your obligations towards properly obtaining a valid Software license, you are permitted to do only the following:
- Use the Documents in transactions and agreements in which you are one of the parties. You may have your legal representatives review, comment, and modify the Documents to fit your particular needs. You are encouraged to obtain competent legal counsel to advise you on the use of the Documents and/or the contractual relationship you are establishing.
- Modify the Documents to fit your own needs and the contractual relationship you are entering.
- If you are a solicitor, you may modify the Documents and use them only for preparing documents for your immediate clients with whom you have an solicitor-client relationship. The solicitor license is only for one individual solicitor use. As such, only you can use the Documents. Other solicitors or associates within your firm cannot use the Documents. They must acquire a license for themselves.
- In order to transmit a digital version of any of the Documents, the receiving parties must also have a license to use the Software. If the other parties do not possess a license, you are encouraged to send them a link to purchase a license to use the Software. These parties, and your solicitor, may modify and make suggested changes to the Documents as part of the normal negotiation process or as part of your representation in a bona fide solicitor-client relationship.
- Disclose any final executed Documents reflecting a consummated transaction or executed agreement to the SEC (or any other security regulation agency) where necessary as part of a required securities law filing and to other governmental agencies as part of a required filing.
- Display or post online as a part of your website or online property for your own use, only Documents that are meant for public display or use on a website, such as Online Licenses, Privacy Statements, Affiliate Program Agreements, Linking Agreements, and the like.
You may not unpack or remove Documents and distribute them in any way except as prescribed by the Allowed Usage defined in section 5. Only distribution of the full and complete unaltered software application is allowed provided that Passport365 Ltd has given you prior written authorisation (through your participation in any of Passport365 Ltd’s partner programs) and that all trademarks, ownership, and copyright notices remain in the Software.
You may not: (i) modify or create any derivative works of the Software or documentation, including customisation, any modifications or enhancements, translation or localisation without Passport365 Ltd’s express written consent; (ii) reverse engineer, decompile, disassemble, make or otherwise attempt to derive the source code of the Software, or the underlying ideas or algorithms of the Software; (iii) attempt to gain unauthorised access to Documents, Passport365 Ltd servers or any other service, account, computer system or network associated with the Software or with Passport365 Ltd, its affiliates, agents, partners and customers; (iv) remove or alter any trademark, logo, copyright or other proprietary notices or symbols in the Software; (v) block, disable, or otherwise affect any advertising, banner window, tab, link to websites and services, or other features that are part of the Software; (vi) incorporate, integrate or otherwise include the Software or any portion thereof into any software, program or product; (vii) provide false information when registering the Software; (viii) digitally transmit or make available the Software or its content through local networks, intranets, extranets, FTP, online discussion boards, forums, list-serve, peer-to-peer networks or technologies, newsgroups, bulletin boards, or any other mode of shared communication system, or place the Software onto a server so that it is accessible via a public network such as the Internet; (ix) use the Software in any way that violates this EULA or any law; or (x) authorise or assist any third party to do any of the things described in this section.
You shall not refer to the existence of this EULA in any press release, website, advertising or any publicly distributed or accessible material, without the prior written consent of Passport365 Ltd.
9. Additional Features & Content
Certain portions of the Software may be locked or unavailable in the basic version. In order to upgrade the Software or use additional content and features you must pay a fee to obtain a valid Software license for the additional features or modules. All Software license holders are subject to the terms and conditions of this EULA.
10. Software Licenses
Certain features or content of the Software may require the purchase of a different licenses. You agree not to attempt to, and not to, control, disable, modify, or remove any component of the Software license protection system. You also agree not to access, attempt to access, copy, share or distribute the license for any purpose.
11. Software Updates
The Software is configured to automatically check for updates. By using the Software, you consent to receiving software updates, modifications, and/or patches that address issues such as security, interoperability, and performance. Your use of the updates shall be governed by this EULA unless you are asked to agree to a new EULA at the time of download or installation.
SOFTWARE IMPROVEMENT PROGRAM | By participating in the Passport365 Ltd Software Improvement Program, you allow Passport365 Ltd to collect anonymous information relating to your use of the Software, such as the frequency of your use of the Software and of certain features, and information on errors occurring during your use of the Software. This anonymous usage data will be used to diagnose performance issues and improve the reliability of the Software and its features. This data will not be tied to any information that would personally identify you.
13. Limitation of Liability
Except as required by law, Passport365 Ltd and its employees, directors, licensors, contributors and agents will not be liable for any direct, indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to this EULA or the use of or inability to use the software, including without limitation damages for loss of goodwill, work stoppage, lost profits, loss of data, and computer failure or malfunction, even if advised of the possibility of such damages and regardless of the theory (contract, tort or otherwise) upon which such claim is based.
14. Disclaimer of Warranty
You accept the software “as is” and with all faults (if any). Passport365 Ltd disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Passport365 makes no warranty or representations whatsoever regarding the content of the software and your use of the software, or the suitability of the software to meet your specific needs. There may be laws applicable in your state/province/country that need to be addressed.
Passport365 Ltd makes no warranties with respect to the software as described above and as such, there should be no reason for you to bring any grievance against Passport365. However, if you do bring any action, claim, suit, threat, or demand against Passport365 Ltd, and you do not substantially prevail, you shall pay Passport365 Ltd’s entire legal fees and costs attached to such action. In the same token, if Passport365 Ltd is forced to take legal action to enforce this EULA or any of its rights described herein or under any state or federal law, you will pay Passport365’s legal fees and costs.
15. Violations of this EULA
Passport365 Ltd reserves all rights not specifically granted to you above. Passport365 Ltd will have the right to proceed against you in the event that you infringe against Passport365 Ltd’s rights. Any use not within the precise scope of the license set forth herein will be considered an infringement. You acknowledge and agree that Passport365 Ltd’s damages in the event of your violation of this EULA will be substantial and that Passport365 Ltd will suffer irreparable harm in such event. As such, Passport365 Ltd shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering legal fees, and any other available legal remedy.
Passport365 Ltd shall have the sole and exclusive right to immediately terminate this EULA and suspend your license to use the Software should you fail to perform any obligation required under this EULA, engage in activity that Passport365 Ltd deems harmful to its well-being or if you become bankrupt or insolvent. This EULA takes effect upon your installation of the Software and remains effective until terminated.
17. Waiver & Severability
Passport365 Ltd ‘s waiver of any breach of this EULA shall not constitute an amendment to this EULA or Passport365 Ltd ‘s waiver of subsequent breaches. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of this EULA, which will remain valid and enforceable according to its terms.
18. Rights Legend for Governmental
Passport365 Ltd in its whole, like any Software, Documents, or other information that is downloaded through accessing Passport365 Ltd’s website, partner websites and download sites for or on behalf of the United Kingdom its agencies and/or instrumentalities (“Government of the United Kingdom”), is provided with Restricted Rights.
19. Electronic Notices
You consent that Passport365 Ltd may provide you with information and notices regarding the Software and Passport365 Ltd via the email address you designate when installing the Software or thereafter. Passport365 may provide notices to you via (i) email if you have provided Passport365 Ltd with a valid email address, or (ii) by posting the notice on the Passport365 Ltd website or the Software download site which Passport365 Ltd owns and operates. You may withdraw your consent for electronic notices.
Passport365 Ltd reserves the right to unilaterally amend all offers, pricing terms or other matters pertaining to the Software, Passport365 Ltd’s website or this EULA. No course of dealing or trade usage shall be deemed to amend the terms of this EULA.
21. Governing Law
This EULA shall be governed by and construed under the laws of England and Wales. You consent and agree that all legal proceedings relating to the subject matter of this EULA shall be maintained in courts sitting within England and Wales and that jurisdiction and venue for such proceedings shall lie exclusively with such courts.
22. Complete Agreement
This is the entire EULA between Passport365 Ltd and you relating to the Software and it supersedes any prior representations, discussions, undertakings, warranties, communications, or advertising relating to the Software.
Passport365 Ltd and Passport365, are either the registered trademarks or trademarks of Passport365 Ltd in the United Kingdom and/or other countries.