GOOROO LIVE (UK) LIMITED USER LICENCE AGREEMENT
PLEASE READ CAREFULLY BEFORE PROCEEDING: THIS END USER LICENCE AGREEMENT (“AGREEMENT”) GOVERNS THE USE BY YOU (“USER” OR “YOU” OR “YOUR”) OF THE GOOROO PACKAGE SET OUT ON THE WEBSITE. PLEASE READ THIS AGREEMENT CAREFULLY AND ENSURE THAT YOU HAVE UNDERSTOOD THEM BEFORE USING THE GOOROO PACKAGE (IN PART OR IN WHOLE). BY CLICKING ON THE BUTTON MARKED “I ACCEPT” OR BY USING THE GOOROO PACKAGE OR ANY PART THEREOF, YOU HEREBY WARRANT THAT YOU OR THE ORGANISATION FOR WHICH YOU ARE ACTING AS AN AUTHORISED REPRESENTATIVE UNDERSTAND AND ACCEPT THE TERMS OF THIS AGREEMENT.
NOW IT IS HEREBY AGREED AS FOLLOWS:
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
“User” means the person who has entered into this agreement;
“Business” means the User’s business as set out in the Order;
“Data” means the data in text and/or graphic form relating to the Business;
“Gooroo” means Gooroo Live (UK) Limited, a company registered in England and Wales with the company number 6917701 and having its registered address at Beverley Road, Bromley Common, Kent, BR2 8QF
“Gooroo Package” means the specific Services and Gooroo Software package licensed to the User as set out in the Order.
“Gooroo Software” means the software made available to the User as part of the Gooroo Package for Purpose in accordance with the terms herein;
“Intellectual Property Rights” means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, rights in software (including object and source codes), trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Licence Fees” means the fees payable the User to Gooroo, as set out in the Order;
“Order” means the purchase order for the provision of the Gooroo Package made available to you on the Website;
“Purpose” means the purpose for which the Gooroo Package shall be used by the User as set out in the Order;
“Permitted Number” means the number of Users in respect of which the User has paid the licence Fees set out in the Order;
“Personal Data” means all information relating to and/or identifying individuals as defined by the Data Protection Act 1998, which is processed by the User using the Gooroo Software;
“Portal” means the software and hardware infrastructure of which certain access, as described herein, is made available to the User via the Website or such other URL(s) as may be notified to the End User by Gooroo from time to time;
“Product Literature” means information about the Gooroo Software,the Services and the available Gooroo Packages;
“Website” means www.gooroo.co.uk
2. SERVICES AND RESTRICTIONS
2.1. In consideration for payment of the Licence Fees by the User to Gooroo and subject to all the terms and conditions of this Agreement, Gooroo shall provide the Services and the Gooroo Software to the User in accordance with the Gooroo Package.
2.2. Gooroo shall commence provision of the Gooroo Package to the User on receipt of the Licence Fees and shall continue providing such Gooroo package in accordance with the Permitted Number for the term of this Agreement Subject to payment of the applicable additional fees, as published on Gooroo website or in its Product Literature from time to time, the User may increase the Permitted Number at any time following the Effective Date via an email request to Gooroo.
2.3. The User shall and shall procure that each User shall use the Gooroo Package only for processing such Data as relates exclusively to the Business of the User. 2.4. The User shall procure that User shall not and User not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Gooroo Package and or the Portal in whole or in part, (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Gooroo Software to source code from; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Gooroo Package, or the User’s right to the Gooroo Package; and (iv) use the Gooroo Package for any purpose other than the Purpose.
2.5. Gooroo shall use reasonable endeavours to ensure that access to the Gooroo Package is available at all times as set out in the Gooroo Browser Requirements. However the User acknowledges and agrees that Gooroo relies on third party service providers to provide access to the network, Portal and the Gooroo Package. Therefore, the Gooroo Package may not be accessible to the User from time to time. Wherever possible: (i) all scheduled service interruptions shall take place outside of office hours; and (ii) seven (7) days prior written notice shall be given to the User.
3. USER’S OBLIGATIONS
3.1. The User hereby acknowledges and agrees that it is responsible for issuing usernames and passwords to the User(s). Gooroo shall not be liable for (i) any delay or failure by the User to issue such usernames and passwords to the Users; or (ii) verifying whether the data is correct and accurate; and (iii) whether the usernames and passwords are sufficiently secure.
3.2. The User hereby acknowledges and agrees that it is and the Users are solely responsible for procuring paying for access to the internet enable it to the Gooroo Package.
3.3. The User hereby represents, undertakes and warrants that and shall procure that each User represents, undertakes and warrants that:
3.3.1 the User owns all rights in the Data necessary to grant Gooroo the right to carry out its obligations pursuant to this Agreement; 3.3.2 the Data does not and will not contravene or breach any applicable law, regulation code of practice or directive including, without limitation, investment or financial services legislation or consumer or trade regulation or data protection legislation or regulation and that the use of the Data will not contravene any applicable law, regulation or industry standard; and
3.3.3 the Data does not and will not infringe any Intellectual property Rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to , invade the privacy of or otherwise violate other rights of any person;
3.3.4 all information supplied by the User for the purpose of registering the User(s) is true, complete and accurate in all respects and it shall notify Gooroo as soon as reasonably practicable of all changes to such information;
3.3.5 it shall keep and, where relevant, shall procure that all its employees and/or agents who use the Gooroo Package keep confidential the usernames and passwords;
3.3.6 it shall use the Gooroo Package in accordance with the Permitted Number of Users only;
3.3.7 it shall procure that no unauthorised access to and/or use is made of the Gooroo Package and utilising the username or password allocated to the User and/or each User;
3.3.8 it shall be liable for all access to and use of the Gooroo Package, whether authorised by the User or User or not; and
3.3.9 it shall inform Gooroo immediately if it has any reason to believe that the username and password has become known to any individuals not authorised to use them or if the Gooroo Package are being or are likely to be used in an unauthorised way.
3.4. The User hereby fully indemnifies and undertakes to keep Gooroo fully indemnified (and its employees, directors and agents) forthwith on demand against any actions, claims, losses, liability, proceeding, damages, costs, expenses, loss of business, loss of profits, business interruption and other pecuniary or consequential loss howsoever arising (including reasonable legal costs and expenses) and suffered or incurred by Gooroo as a result of a third party claim against Gooroo and arising directly or indirectly out of any breach or alleged breach of any of the warranties made by the User in this agreement.
3.5. In the event that the User is in breach of this clause 3, Gooroo, without prejudice to any other rights it may have in respect of such breach, may suspend the provision of the Gooroo Package without notice and shall not be liable for any such suspension.
4 LICENCE FEES
4.1. In consideration for the provision of the Gooroo Package, the User shall pay to Gooroo the non-refundable Licence Fee in accordance with the instructions set out in the Order, or the Website.
4.2. All fees are exclusive of VAT, which will be applied to the fees and payable by the User, if applicable, at standard rate.
4.3. In the event that any fees are not paid in accordance with the provisions herein, Gooroo may deny User and Users access to the Gooroo Package without prior notice.
4.4. Notwithstanding clause 4.3, Gooroo reserves the right to charge the user interest on any payment not made by the due date. Interest shall be calculated on a daily basis, both before and after any judgement at the rate of four (4) percent per annum above the base rate from time to time of Bank of England, for the period from the due date of the fees until the date on which such fees are actually paid and shall be compounded quarterly and payable on demand.
4.5. Gooroo is entitled to vary the Licence Fees by giving the User not less than thirty (30) days prior written notice. In the event the User does not accept such variation, it shall be entitled to terminate this Agreement by giving not less than thirty (30) days prior written notice to Gooroo. For the avoidance of doubt, the User’s continued use of the variation to the Licence Fees.
5. DATA PROTECTION
5.1. The User undertakes to ensure that its use the Gooroo Package is compliant with all relevant statutory provisions, including but not limited to e-commerce, data protection, fraud and anti-money laundering regulations.
5.2. For person Data processed by the User using the Gooroo Package, the User undertakes to act accordance either the provisions of the Data protection Act 1998
5.3. The User and Gooroo acknowledge and agree that the User is the data controller and that Gooroo is a data processor in respect of the Data (as such terms are defined in the Data Protection Act 1998). The User therefore confirms that it is solely responsible for ensuring data protection law and anti-money laundering regulations. Gooroo will only process Personal Data for the purposes of providing the User with the Gooroo Package. Gooroo has in place and will maintain for the duration of these terms and conditions appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, or disclosure of Personal Data and adequate security programmes and procedures to ensure that unauthorised do not have access to any programmes and procedures to ensure that unauthorised persons do not have access to any equipment used to process Personal Data.
5.4. The User hereby indemnifies Gooroo in full and on demand against all losses, liabilities, damages, costs, claims and expenses (including but not to legal costs) arising from or incurred by Gooroo as a result of any failure of the User to comply with clause 5.
6. TERMS AND TERMINATION
6.1. This Agreement shall commence on the Effective Data and shall continue in effect for a period of one (1) year and thereafter unless terminated by either party on the provision of not less than thirty (30) days written notice to the , such notice to take effect on any anniversary of the Effective Date, or otherwise in accordance with the provisions of this clause 6.
6.2. If the End User breaches this Agreement in any material respect, Gooroo may give written notice to the User of its intent to terminate, and if such breach is not remedied within the (30) days of the date of such written notice, this Agreement shall automatically terminate forthwith without any further notice required.
6.3. Upon any termination of this Agreement for any reason, the rights granted to the User in respect of the Gooroo Package shall terminate forthwith and the User shall immediately cease all use of the Gooroo Package.
6.4 Refunds will be given at the discretion of the Company Management only. Refunds will not be given after 30 days of service. The customer should contact customer services in the event that the customer feels there is a valid claim for a refund of service fees.
6.5. For the avoidance of doubt, clauses 1.4 (to the extent of any unpaid fees), 6.4, 8, 9, and 10, shall survive the termination of the Agreement shall remain in full force and effect.
7. WARRANTIES, EXCLUSIONS AND LIMITATIONS OF LIABILITY
7.1. Gooroo cannot guarantee and does not warrant or represent that any specific results will be produced by the use of the Gooroo Package and to the maximum extent permitted by law, Gooroo expressly excludes all representations, warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or form course of dealing, course of performance, or use of trade are hereby excluded and disclaimed. 7.2. Subject to clause 7.5 and to the maximum extent permitted by law, Gooroo shall not be liable for any loss, injury, expenses, costs or damage caused in whole or part by, or resulting from:
7.2.1 any failure, delay. Interruption or otherwise of the provision of the Gooroo Package; or 7.2.2 the User’s actions taken pursuant to the receipt of the Gooroo Package.
7.3. Subject to clause 7.5,the End User’s sole remedy with respect to any claims arising out of this Agreement shall be limited in the aggregate to the monies paid by the User to Gooroo under this Agreement during the twelve (12) month period preceding the event giving rise to such liability.
7.4. Subject to clause 7.5, in no event shall Gooroo be liable for:
7.4.1 any special, indirect, incidental or consequential damages, loss of profits, loss of reputation and goodwill, loss of anticipated savings, loss of business or business benefit, or the cost of procurement of substitute products by User even if advised of the possibility of such damages;
7.4.2 any delay or failure to provide the Gooroo Package that is due to third parties, including without limitation, internet service providers, data centres, server hosting companies and telecommunications companies; or
7.4.3 any User actions, demands claims against the User howsoever arising.
7.5. For the avoidance of doubt, nothing in this Agreement shall be deemed to exclude, restrict or limit liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraudulent misrepresentation.
7.6. Both parties accept that the limitations and exclusions set out in this Agreement are reasonable having regard to all the circumstances.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Gooroo and/or its licensors retain all right, title, and interest in and to the Gooroo Package including all Intellectual Property Rights therein. All rights in and to the Gooroo Package not expressly granted to the User are reserved by Gooroo and/or its licensors.
8.2. The User shall not and shall procure that Users shall not:
8.2.1 modify, after or use any registered or unregistered marks/logos owned by Gooroo; or
8.2.2 do any which is or could be considered an infringement of any of the Intellectual Property Rights owned by and/or licensed to Gooroo.
9.1. Except for confidentiality that is required to be disclosed by law or any regulatory authority, each party undertakes to the other that during the term of these terms and condition and thereafter it shall keep secret and shall not without the prior written consent of the other party disclose to any third party any confidential information relating to the business or affairs of such other party or any other information declare in writing by either party as being confidential.
9.2. Upon written demand from either party , any confidential information shall be returned to the originator of the information including all copies thereof or confirmed in writing that, save as required by law or regulation, it has been destroyed.
9.3. To the extent that it is necessary to implement the provisions of these terms and condition the recipient party may disclose confidential information to its employees, agents or subcontractors as may reasonably be necessary provided that before any such disclosure the recipient party shall make such persons aware of their obligations of confidentiality under these terms and condition and shall at all times procure compliance with such obligations of confidentiality.
10.1. References to classes and schedules shall be to clauses and schedules of this Agreement. The schedules to this Agreement from part of this Agreement from part of this Agreement and shall be interpreted accordingly.
10.2. The waiver by either party of its rights in respect of any breach of any provision of this Agreement shall not be taken or held to be waiver in respect of any subsequent breach thereof.
10.3. No alteration, modification or its addition to this Agreement shall be valid unless made in writing and signed by the duly authorised representatives from both parties.
10.4. All notices, documents and other communications to this Agreement must be in writing and delivered, or posted by first class pre-paid post or sent by facsimile to Gooroo or the User as appropriate.
10.5. If any part of this Agreement is found to be unreasonable, invalid or unlawful under any enactment or rule of law the Court shall have the power to strike out or override that part whether it be an entire clause or clauses or some part or parts thereof and enforce this Agreement as if the offending port or parts had not been included.
10.6. The clause headings in this Agreement are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement.
10.7. In this Agreement the singular shall be deemed to include the plural and the plural shall be deemed to include the singular unless the context requires otherwise.
10.8. Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Gooroo and such third parties shall not be entitled to enforce any term of this Agreement against Gooroo.
10. 9. Neither party may assign the benefit of this Agreement
10.10. This Agreement constitutes the entire Agreement between the parties. Other than as expressly stated otherwise in this Agreement neither party be under any liability for any representations made prior to or during the operation of this Agreement.
10.11. This Agreement shall be governed and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of English Court.
If you have any questions regarding this Agreement or if you wish to discuss the terms and conditions contained herein please contact Gooroo Live (UK) Limited using the contact details on the Website or email@example.com
GOOROO LIVE (UK) LIMITED
QU2, 15 QUEEN SQUARE, LS2 8AJ