Engage Coach International End User License Agreement

This end-user licence agreement (“EULA”) is a legal agreement between you (“End-user” or “you”) and Engage Coach International of International House, 24 Holborn Viaduct, London, EC1A 2BN (the “Licensor”, “us” or “we”), for the use of the website located at engagecoach.com (the “Portal”), whereby the End-user accesses the Engage analytical tool (the “Software”).

We license use of the Software to you on the basis of this EULA and subject to any rules or policies applied by any operator of the Portal.

IMPORTANT NOTICE:
BY ACCESSING THE PORTAL AND USING THE SOFTWARE  YOU AGREE TO THE TERMS OF THIS EULA WHICH WILL BIND YOU. THE TERMS OF THE LICENCE INCLUDE, IN PARTICULAR, THE PRIVACY POLICY DEFINED IN condition 1.2 AND LIMITATIONS ON LIABILITY IN condition 6.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT CONTINUE TO ACCESS THE PORTAL OR — USE THE SOFTWARE.

YOU SHOULD PRINT A COPY OF THIS EULA FOR FUTURE REFERENCE.

AGREED TERMS

1. ACKNOWLEDGEMENTS
1.1 The terms of this EULA apply to the Software and/or any of the services accessible through the Portal (the “Services”).We may change these terms at any time by sending you an email with details of the change or notifying you of a change when you next access the Portal. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services.
1.2 The terms of our privacy policy from time to time, available at engagecoach.com/privacy-policy (the “Privacy Policy”) are incorporated into this EULA by reference. Additionally, by using the Portal or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Portal or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
1.3 By using the Portal or any of the Services, you consent to us collecting and using technical information about related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.
1.4 The Portal or any Service may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites 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 Sites, including the purchase and use of any products or services accessible through them.
1.5 Any 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.

2. GRANT AND SCOPE OF LICENCE
2.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the Portal and the Software, subject to these terms and the Privacy Policy incorporated into this EULA by reference. We reserve all other rights.

3. LICENCE RESTRICTIONS
3.1 Except as expressly set out in this EULA or as permitted by any local law, you agree:
3.1.1 not to copy the Software or any content on the Portal except where such copying is incidental to normal use of the Services, or where it is necessary for the purpose of back-up or operational security;
3.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Portal or Services;
3.1.3 not to make alterations to, or modifications of, the whole or any part of the Portal, or permit the Portal or any part of it to be combined with, or become incorporated in, any other programs;
3.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal and/or the Services or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Services with another software program, and provided that the information obtained by you during such activities:
(a) is used only for the purpose of achieving inter-operability of the Services with another software program;
(b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(c) is not used to create any software that is substantially similar to the Portal and/or Services;
together “Licence Restrictions”.

4. ACCEPTABLE — USE RESTRICTIONS
4.1 You must:
4.1.1 not use the Portal or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Portal, the Software or any Service or any operating system;
4.1.2 not infringe our intellectual property rights or those of any third party in relation to your use of the Portal or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA);
4.1.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Portal or any Service;
4.1.4 not use the Portal or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
4.1.5 not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
4.2 together “Acceptable Use Restrictions”.

5. INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that all intellectual property rights in the Portal, the Software and the Services anywhere in the world belong to us or our licensors, that rights in the Portal, the Software and/or the Services are licensed (not sold) to you, and that you have no rights in, or to, the Portal, the Software and/or the Services other than the right to use each of them in accordance with the terms of this EULA.
5.2 You acknowledge that you have no right to have access to the Software in source-code form.

6. LIMITATION OF LIABILITY
6.1 You acknowledge that the Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services meet your requirements.
6.2 We only supply the Services for your use. You agree not to use the Services for any commercial, business or resale purposes (other than with our prior written consent) and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity howsoever arising.
6.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 6.4[, but we are not responsible for any unforeseeable loss or damage]. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the EULA including any period of inaccessibility to the Services and/or the Portal.
6.4 Our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to [LIMITATION ON LIABILITY]. This does not apply to the types of loss set out in condition 6.5.
6.5 Nothing in this EULA shall limit or exclude our liability for:
6.5.1 death or personal injury resulting from our negligence;
6.5.2 fraud or fraudulent misrepresentation; and
6.5.3 any other liability that cannot be excluded or limited by English law.

7. TERMINATION
7.1 We may terminate this EULA immediately by written notice to you:
7.1.1 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;
7.1.2 if you breach any of the Licence Restrictions or the Acceptable Use Restrictions; and
7.1.3 if your account with us is in arrears.
7.2 On termination for any reason:
7.2.1 all rights granted to you under this EULA shall cease;
7.2.2 you must immediately cease all activities authorised by this EULA, including your use of any Services.

8. COMMUNICATION BETWEEN US
8.1 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 at contact@engagecoach.co.uk. We will confirm receipt of this by contacting you in writing, normally by e-mail.
8.2 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 Portal.

9. EVENTS OUTSIDE OUR CONTROL
9.1 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”).
9.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
9.2.1 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
9.2.2 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.

10. OTHER IMPORTANT TERMS
10.1 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.
10.2 You may only transfer your rights or obligations under this EULA to another person if we agree in writing.
10.3 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.
10.4 Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10.5 Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
This agreement has been entered into on the date stated at the beginning of it.