Infinigate Cloud SCOUT End-User Licence Agreement
PLEASE READ CAREFULLY BEFORE ACCESSING Infinigate Cloud SCOUT:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Infinigate Holding AG and its Affiliates (as defined below) (Infinigate, us or we) for
- Access to and use of Infinigate Cloud SCOUT (Services).
- Any online software applications provided as part of the Services (Software).
- Any online documents provided as part of the Services (Documents).
We license use of the Services, Software and Documents to you on the basis of this Licence. We do not sell the Services, Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times.
The Services are accessible by registration only for customers, employees, agents and contractors of our Resellers only. Registration is only possible where the Reseller has signed up to the terms and conditions for your use of the Services. If your registration is successful, we will inform you and provide you with your log-in information by email.
IMPORTANT NOTICE TO ALL USERS:
- BY CLICKING ON THE “REGISTER” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU CANNOT REGISTER AND YOU MAY NOT DOWNLOAD, STREAM OR ACCESS THESE SERVICES, SOFTWARE OR DOCUMENTS.
You should print a copy of this Licence for future reference.
1. LICENCE
1.1 The following defined terms are used in this Licence:
(a) Licensee Data means the data inputted by you or generated by or derived from your use of the Services, Software or Documents.
(b) Reseller means the company you work for / are an agent or independent contractor of.
1.2 In consideration of the Reseller abiding by the terms of the agreement it has in place with Infinigate for access to the Services, Software and Documents and you agreeing to abide by the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Services (and the Software and the Documents in connection with the Services) in the UK on the terms of this Licence, solely for your business operations.
1.3 You shall (a) cooperate with us as needed for our provision of the Services and (b) comply with all applicable laws when using the Services
1.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for our performance of this Licence, the Services and the provision of the Software and Documents and any other purposes set out in our Privacy Notice (see condition 9).
1.5 You undertake that you will not allow or suffer your login details to be used by anyone other than you and you shall notify Infinigate (either directly or through the Reseller) should you cease to be an employee, agent or independent contractor for the Reseller, at which point your access to the Services shall immediately terminate.
2. RESTRICTIONS
2.1 Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services and/or Documents (as applicable) in any form or media or by any means other than anticipated by the Services; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;
(c) access all or any part of the Services, Software or Documents to build a product or service which competes with the Services, Software or the Documents;
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software or Documents available to any third party except as contemplated by the Services;; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided under this Licence.
2.2 The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Infinigate reserves the right, without liability or prejudice to its other rights to you, to disable your access to the Services, any Portal and / or any Documents that breaches the provisions of this clause.
3. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that: (a) all intellectual property rights in the Services, Software and Documents anywhere in the world belong to us or our licensors, that rights in the Services, Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, Software or the Documents other than the right to use them in accordance with the terms of this Licence; and (b) you have no right to have access to any Software in source code form.
4. LIMITED WARRANTY
4.1 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance performed outside business hours, provided we have used reasonable endeavours to give you or the Reseller at least 6 business hours’ notice in advance.
4.2 The Services are provided “as is” and we specifically disclaim all warranties and conditions, whether express, implied, statutory, or otherwise. We specifically disclaim all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. We make no warranty of any kind that the Services or any Portal, or results of the use thereof, will meet your or any other person’s or entity’s requirements, operate without interruption, achieve any intended result, be compatible or work with any of your or any third party’s software, system, or other services, or be secure, accurate, completed, free of harmful code, or error-free, or that any errors or defects can or will be corrected.
5. LIMITATION OF LIABILITY
5.1 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 Licence for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) wasted expenditure; (e) loss or corruption of data or information; (f) loss of business opportunity, goodwill or reputation, where any of the losses set out in clause 5.1 (a) to 5.1 (f) are direct or indirect; or (g) any special, indirect or consequential loss, damage, charges or expenses.
5.2 Other than the losses set out in clause 5.1 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £50. This maximum cap does not apply to clause 5.3.
5.3 Nothing in this Licence shall limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by English law.
5.4 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, Software and Documents.
6. TERMINATION
6.1 We may terminate this Licence immediately by written notice to you if: (a) you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or (b) you cease to be engaged by the Reseller; or (c) the Reseller is in breach of any of its agreements with us or ceases to be a reseller of Infinigate.
6.2 On termination for any reason: (a) all rights granted to you under this Licence shall cease; (b) you must immediately cease all activities authorised by this Licence; and (c) you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in your possession, custody or control and, in the case of destruction or deletion and where requested, certify to us that you have done so.
7. COMMUNICATIONS BETWEEN US
7.1 We may update the terms of this Licence at any time on notice to you. Your continued use of the Services, Software and Documents following the deemed receipt and service of such notice under shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Services, Software and Documents on the deemed receipt and service of the notice.
7.2 If we have to contact you, we will do so by email to the address you provided in accordance with your registration for access to the Services. If you have to contact us, please do so my email to support.one@infinigate.com
7.3 Any notice: (a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent ; and (b) given by you to us will be deemed received and properly served 24 hours after an email is sent.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8. EVENTS OUTSIDE OUR CONTROL
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 8.2.
8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence 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 Licence may be performed despite the Event Outside Our Control.
9. HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services, Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in IGD6327-Infinigate-HLD-UK-Privacy-Policy-update-1.pdf (Privacy Notice) and it is important that you read that information.
10. OTHER IMPORTANT TERMS
10.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
10.2 You may not transfer your rights or your obligations under this Licence to another person.
10.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
10.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.
10.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
10.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
10.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10.8 Each of the conditions of this Licence 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.
10.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.