End User License Agreement (EULA)

1. Introduction

We are Xtrata registered in England and Wales (we, us, our).

This End User License Agreement (EULA) constitutes a legal agreement between us and you (or your) for your use and access of the Software in the course of your business.

By signing this EULA, you agree to be bound by the terms of this EULA.

2. This License

Where you use the Software in accordance with this EULA:

• we grant to you a non-exclusive, non-transferable, revocable license to use the Software for use within your business and to access the content provided for internal business purposes only;
• we will provide the Software to meet the description, in all material respects, of the Software as set out on our website at xtrata.ai. We may update or require you to update the Software, provided that the Software shall meet the description, in all material respects, that we provided to you before you bought it.

As long as you do not violate any restrictions set out in this EULA, you may make a limited number of copies of the Software, strictly as is required for the purpose of providing a back-up in accordance with your own internal operating procedures.

Each user must create a user account with us in order to have access to the Software.

Your business shall be limited to the number of users paid for in accordance with our charges. We will confirm the number of users and charges during the registration process.

This EULA does not entitle you to other services such as implementation support or training in how to use our Software.

3. Your Responsibilities

You are responsible for keeping any user account details you create safe.

You agree to comply with all applicable laws relevant to use of the Software, including all applicable technology control or export laws and regulations.

Where we permit multiple users on one single sign on, or access for multiple users from a single source of download, you are responsible for:

• the acts and omissions of your directors, employees, contractors, sub-contractors or agents (Personnel) with respect to their use of the Software and you remain liable for the acts and omissions of your Personnel in respect of their use of the Software;
• ensuring that your Personnel are provided with a copy of this EULA and comply with its terms.

You are responsible for making sure all your payments for the Software are up to date and in accordance with our normal payment terms.

You must notify us immediately in writing if:

• you know of or suspect there has been any unauthorised access of or use of the Software;
• you are aware of or suspect that your own network and systems have been compromised (including any attack on your systems such as a denial of service attack or ransomware).

Where we have been notified of any of the events above, we shall be entitled to suspend access to the Software to you, without any liability to you, until we are satisfied that we are able to provide the Software to you without the risk that the Software may be accessed by an unauthorised person or that our own network and systems, or that of a third-party, could be compromised.

You will require an internet connection which you must procure at your own expense, to use and access the Software. We will not be responsible for any interruption to your use of the Software due to interruptions to your internet connection.

4. Restrictions

You must not:

• sell, distribute, reproduce, transfer, publicly display, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble, rent, lease, loan, sub-license or otherwise deal in copies or reproductions of the Software to other parties in any way except as expressly permitted by this EULA;
• remove, delete, obscure, disable, modify, add to, tamper with, or circumvent any program code or data, copyright, trademark, or other proprietary notices, labels or copy protection Software contained on or within the Software;
• use the Software for any illegal or immoral purposes.

You agree not to perform any security testing on the Software unless agreed with us in writing.

5. Ownership

You agree that the Software and any intellectual property rights contained in the Software (including any content that was provided with the Software and any accompanying literature) anywhere in the world belong to us or anyone we hold a license with.

Except as expressly set out in this EULA, you gain no rights in or in relation to the Software.

You do not have permission and are not permitted to access the Software in source code form.

6. If the Software is Faulty

Where the Software does not meet the descriptions under clause 2:

• You must notify us in writing within 14 days of receipt of the Software and any deliverables setting out the nature and extent of the faults or defects;
• You are responsible for the cost of returning the Software to us;
• We shall, at our option, remedy the fault with the Software or refund (in whole or in part) the Price for the Software.

7. Limit of Our Liability

You agree that the Software has not been developed to meet your particular requirements, including any legal or regulatory requirements you may have. You must ensure that the Software meets your requirements.

We provide the Software on an "as is" basis only, and do not warrant that:

• your use of the Software will be uninterrupted or error-free;
• the Software will be free from vulnerabilities or viruses.

We do not exclude or limit any liability for death or personal injury arising from our negligence, fraud or fraudulent misrepresentation, or any other liability to the extent it cannot be excluded or limited by law.

We will not be liable to you, under or in connection with this EULA or the provision of the Software, for business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, loss or corruption of data or information, loss of revenue or profit, any indirect or consequential loss or damage, and any other unforeseeable losses arising out of unusual or special circumstances.

8. Termination and Suspension

If you commit a serious or persistent breach of this EULA, we may terminate this EULA immediately on written notice to you, or suspend your access to the Software. If the breach is capable of being addressed and put right by you, you will have 14 days to address the breach and if you fail to adequately address the breach in this time, then this EULA will be terminated or we may suspend your access to the Software.

We may also terminate this EULA immediately on written notice to you in the event that you (or your business) become insolvent, fail to pay your debts, or undergo a change of control.

Where this EULA has been terminated for any reason, any rights for you to use the Software will end immediately, you must stop doing anything that was only permitted under this EULA, and you must immediately and permanently remove the Software from all computers, mobile devices or any other computer equipment in your control.

9. General

This EULA is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

For any questions regarding this EULA, please contact us at contact@xtrata.ai.