SOFTWARE AS A SERVICE (“SaaS”) TERMS

This is a legal agreement (“AGREEMENT”) that governs the terms and conditions under which BI4DYNAMICS UK LTD, (“BI4DYNAMICS”) provides services to the Licensee/you (“LICENSEE/YOU”). By using the Software, the Licensee agree to be bound by this Agreement. In the event you no longer wish to be bound by the Agreement, you must stop utilizing the Software.

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1.  Definitions

“Agreement” means these terms and conditions as amended by us from time to time.

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature including but not limited to all rights in respect of technical information, know-how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

“Privacy Laws” means the General Data Protection Regulation (EU 2016/679).

“Software” means the software we provide under this Agreement which includes any associated software, technology, code, and all Intellectual Property Rights contained therein.

“Term” means the term of this Agreement.

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2.   Ownership

The Software is reserved for BI4DYNAMICS. The Licensee acknowledges and agrees that BI4DYNAMICS is and will remain the owner of the Software and the content thereof and the ideas and concepts embodied therein, and in all copies, modifications, alterations, and enhancements to the Software, including any derivative works resulting therefrom. All rights and licenses granted by BI4DYNAMICS under or according to this Agreement, to Licensee, are personal, and shall otherwise be deemed to be licensed to rights to intellectual property.

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3.    Use of the Software

You will not, and you will ensure the Users will not:

  • Modify the Software or merge any aspect of the Software with another program.
  • Record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software, or any documents, manuals, or setup instructions provided with the Software.
  • License, sell, rent, lease, transfer, assign or otherwise commercially exploit the
  • Engage in unlawful behavior, including unauthorized access to or use of data, services, systems, or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures.
  • Access, store, distribute or transmit:
  1.    viruses, worms, trojans, or other malicious code that corrupts, degrades, or disrupts the operation of the Software;
    ii.    material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or contravention of the rights of any third party;
    iii.    material that facilitates illegal activity; or
    iv.    material that abuses or causes damage or injury to any person or property.
  • Provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorized third party and you will take all reasonable steps to prevent unauthorized access to, or use of, the Software;
  • Share any features of the Software that are not publicly available with any unauthorized third party; and
  • Engage in any conduct on the Software that is in breach of this Agreement (or any agreements mentioned therein).

All rights granted to you under this Agreement are personal, and these rights must not be leased, assigned, sold, licensed, resold, or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien, or other security interest in respect of the Software.

Any breach of this clause constitutes a breach of this Agreement and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software or the Services, and/or take further actions against you for breach of this Agreement.

 

4.   Warranties and Limitations of Liability​

You assume sole responsibility for your use of the Software (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use. This explicitly includes any commercial or business decisions made in reliance on the Software, whether such decisions are commercially beneficial or not.

We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Software, the Services, or any actions taken by us at your direction. You bear the sole responsibility for verifying the accuracy and suitability of any information contained in the Software.

In no event will we be liable to you or any third party for any:

  • Loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realize anticipated savings, or for any indirect or consequential loss or damage of whatsoever nature, or however caused;
  • Breach by you, any User, or any third party of the Intellectual Property Rights of a third party or any laws, regulations, or any relevant industry codes;
  • Viruses, worms, trojans, or other malicious code introduced into, or transmitted to, you or any third party during using the Software or the Services; or
  • Loss of or damage to any property belonging to you, any Authorised User, or any third party or any personal injury or death arising out of or in connection with this Agreement.

The parties acknowledge that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

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5.   Indemnity

You agree to indemnify and hold us, our officers, directors, employees, and contractors (collectively, the “Indemnified”) harmless from and against any claims, actions, demands, proceedings, liabilities, losses, damages, expenses, and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:

  • Breach by you or any Authorised User of any of your obligations under the Agreement;
  • Loss of, or damage to, any property belonging to you, any Authorised User, or any third party or any personal injury or death arising out of or in connection with this Agreement;
  • Breach of any third party’s Intellectual Property Rights; or
  • reach by you or any Authorised User of any law (including Privacy Laws).

 

6.   Confidentiality

​Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of this Agreement, save for such use or disclosure necessary and required to perform their respective obligations under this Agreement. Disclosure will be, in any event, only made to the receiving party’s employees, officers, agents, or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party’s obligations.

Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.

Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.

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7.   Privacy

You must, in connection with this Agreement:

  • Ensure that you and your employees, contractors, and agents are aware of your obligations under all applicable Privacy Laws;
  • At all times comply with your obligations under applicable Privacy Laws; and
  • Take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.

 

8.  General

Variations to this Agreement will only be effective if in writing and signed by authorized representatives of both parties.

The provisions of this Agreement that are capable of having effect after the termination or expiry of this Agreement will remain in full force and effect following the termination or expiry of this Agreement.

You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract, or deal in any other manner with all or any of your rights or obligations under this Agreement.

If either party chooses to waive or ignore a breach of the Agreement, this will not prevent that party from taking action in respect of the same type of breach at a future date.

Nothing in this Agreement is intended to create or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party’s behalf.

This Agreement, and the relationship between the parties contemplated by it, is not intended to be exclusive.

If any provision of this Agreement is held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties’ intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect.

This AGREEMENT shall be governed by the laws of the United Kingdom and the parties hereby consent to the jurisdiction and venue to be chosen at the discretion of BI4DYNAMICS. If any legal action is necessary to enforce the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which that party may be entitled.

This Agreement may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.

This Agreement constitutes the entire agreement between the parties in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations, or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.