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PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (‘AGREEMENT’) CAREFULLY AS IT GOVERNS YOUR (‘YOU’) USE OF NORTH52 SOFTWARE APPLICATIONS LIMITED’s (‘NORTH52’) SOFTWARE (‘SOFTWARE’). BY CLICKING ON THE ‘REQUEST DOWNLOAD’ or ‘ACCEPT’ BUTTON AND INSTALLING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ARE FORMING A CONTRACT WITH NORTH52. REFERENCE TO ‘YOU’ AND ‘YOUR’ ARE TO YOU AS A BUSINESS USER ONLY ACTING IN THE COURSE OF YOUR BUSINESS AND YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF THAT BUSINESS.

IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT THEN DO NOT DOWNLOAD OR USE THE SOFTWARE.

1. SERVICES

This Agreement allows You (which expression shall include your subsidiaries, holding companies and subsidiaries of holding companies) to use the Software and to receive agreed customer support and such other services as may be agreed (‘Services’) and to use the Software (as defined above) and any Third Party Software (as defined below) under the terms of this Agreement, the use of the Software and Third Part Software and the Services together shall mean the ‘System’.

2. SOFTWARE

As used herein, the term ‘Software’ shall mean the applications accessible via the internet as part of the Services and all later versions and improvements as well as all accompanying documentation (as applicable) and shall include any third party software (‘Third Party Software’). Any Third Party Software shall be supplied subject to the additional terms and conditions that may be attached to them (and please see clause 3.3 below) and You hereby acknowledge that You have inspected such terms and conditions and confirm that You will act in accordance with them.

3. GRANT OF LICENCE TO USE AND TERM

3.1 In consideration of your agreement to the terms of this license and payment of all fees North52 HEREBY agrees to provide You with the System and to provide You with a non-exclusive, non-transferable licence to use the Software and a non-exclusive, non-transferable right to use the Third Party Software under the terms of this Agreement.

3.2 You are strictly prohibited from reverse engineering or decompiling any of the Software, or making derivative works incorporating any of the elements of the Software, or modifying, adapting or copying any of the Software in any way, save as is expressly permitted by this Agreement or required to be permitted by law. Title to and ownership of the Software shall at all times remain with North52 and/or its licensors (as applicable).

3.3 Details of open source software which are incorporated into the Software and their accompanying licenses (which are hereby specifically incorporated into this Agreement) are hereby licensed to You under the terms of this Agreement and can be found here: www.north52.com/formulamanagerthirdparty.html.

3.4 The term granted to use the Software and the Services (as applicable) shall be as set out under North52’s website, see here for full details: www.north52.com/formulamanagerpricing.html.

4. SECURITY

As applicable, the Services must be used in conjunction with a unique ID supplied by North52 to You, which You must keep safe and confidential – You are also responsible for taking such steps as may be necessary to back up any data stored with the aid of the Services.

5. SCOPE OF USE

5.1 You agree not to use the System for any purpose for which You are not authorised, or for any illegal, immoral or offensive purpose, or for any purpose which infringes a third party’s rights and agree to not use the System to communicate any material which is obscene, defamatory, offensive, abusive, illegal, in breach of a third party’s rights or otherwise unacceptable to North52, or for spamming. North52 reserves the right to immediately suspend the Services and without notice to You if it discovers any such activity.

5.2 You agree to indemnify North52 against all liabilities, costs, expenses (including legal fees), damages or losses suffered or incurred by it arising out of or in connection with the use of the Software by You or any person authorised by You

5.3 Except as expressly agreed in writing between us You are not permitted to sub-license the use of, nor to permit any person to use, the Software or any accompanying documentation

6. DATA

You agree at all times to comply with all data protection, privacy or similar legislation in force from time to time within the jurisdiction(s) that You use the Services.

7. CUSTOMER SUPPORT

7.1 Customer support services may be included within the Services and shall consist of operational assistance and technical support to be rendered via an email/telephone helpdesk and additional services such as training are available by agreement. Please see here for full details: www.north52.com/support.html

7.2 Please note that North52 makes no warranty that it will solve all issues of which it may be notified.

8. CHARGES

8.1 All fees payable by You are as per the North52 website (as may be amended from time to time) – see here for full details: www.north52.com/formulamanagerpricing.html

8.2 You must pay all fees by the date such payments are due – if You are late in paying any fees due, North52 may charge interest at the rate of 4% over the Bank of Ireland’s base rate on the full amount due from the due date until receipt of full payment, before and after judgment.

8.3 You consent to us monitoring remotely whether or not such fees have been paid in respect of the Software. This monitoring may be by way of issuing a license key, remote activation mechanism or otherwise. Furthermore, You hereby consent to such communication and to the transfer of data for the purposes stated.

8.4 In addition to the above, both parties hereby agree that North52 shall be entitled to an audit of data within any system that has the Software of any Third Party Software installed for the sole purpose of verifying compliance with this Agreement. Where it has been established (and the decision shall be made in the sole yet reasonable opinion of North52) that fees have not been correctly paid in relation to the Software, North52 reserves the right to de-activate the Software and without further notice to You.

9. ASSIGNMENT

You may not transfer this Agreement to a third party without the prior written permission of North52.

10. TERMINATION

10.1 Either party may terminate this Agreement forthwith by written notice to the other if the other becomes insolvent or if bankruptcy, winding up, receivership or similar proceedings are commenced or issued by or against if, or if it is a partnership, against all or any of its partners or the partnership as a whole.

10.2 The following events shall give North52 the right (without affecting any other remedy for breach of contract) at anytime thereafter by written notice to terminate this Agreement and all licences granted hereunder:

• (a) any unlicensed use or copyright infringing use of the Software (or modification thereof) made or condoned by You; or
• (b) any other breach by You of any of the terms and conditions of this Agreement (including non-payment of fees due), following written notice from North52 of such breach, if the breach is not cured within 7 (seven) days of receiving such notice.

10.3 Either party may terminate this Agreement on 1 (one) months notice to the other on or after the first anniversary of this Agreement.

10.4 Upon termination for any reason, You shall immediately cease using the System and destroy all supporting documentation.

10.5 In the event of any termination of this Agreement other than by You under clause 10.1, then any fees payable hereunder shall continue to be payable for the remainder of the term of this Agreement.

11. WARRANTIES

11.1 North52 warrants that it has title or authority to provide the licence granted under this Agreement and that the Services will be provided using all reasonable care and skill.

11.2 You acknowledge that:

• (a) the Software has not been produced to meet your individual specifications;
• (b) it is not possible to produce Software known to be error-free in all circumstances;

11.3 North52 recommends and will provide, if so requested, support for the Software.

11.4 North52 requires and will provide, software assurance for the Software.

12. LIABILITY

12.1 The System is made available on an ‘as is’ basis and in no event will North52 be liable to You or any other party whether in contract, tort (including negligence) or otherwise:

• (a) for any indirect or consequential loss, or any loss of time, business, money, goodwill or data, or any failure to process data adequately or at all; or
• (b) for any other loss relating to this Agreement or the System, in an amount exceeding the fees received by North52 from You in relation thereto in the twelve months preceding the date on which such liability arose.

12.2 Liability for death or personal injury caused by the negligence of North52 is not excluded and the parties hereby agree that the above limitations are fair and reasonable.

13. FORCE MAJEURE AND ENTIRE AGREEMENT

13.1 If circumstances beyond the reasonable control of the parties (including, but not limited to Acts of God, severe weather, strikes, telecommunications or other service failures or natural disasters) shall temporarily make it impossible for either or both of them to perform their obligations under this Agreement, then the obligations of the parties will be temporarily suspended during the force majeure period to such extent as is reasonable in the circumstances and they will not be liable to the other party to that extent.

13.2 This Agreement embraces the full and complete understanding of the parties as to the subject matter hereof and may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by both parties. Any other terms or representations put forward by either party are excluded unless expressly incorporated into this Agreement. In the event that any provision or part of a provision herein is held to be illegal, void or unenforceable then the remainder of the Agreement shall remain in force to the maximum extent possible.

14. WAIVER AND EXPORT CONTROL

14.1 Any delay or failure by either party in exercising any right arising under this Agreement shall not constitute a waiver of such right. Any notice to be given under this Agreement shall be sent to the relevant party’s registered office, or such other address as is notified for this purpose, by post. Notices will be deemed received three working days after posting.

14.2 The Software may not be exported or transferred, either directly or indirectly, to any country which is prohibited by UK or US export laws and regulations.

15. LAW AND JURISDICTION

This Agreement shall be governed and construed in accordance with Irish Law and the exclusive jurisdiction of the Irish Courts in connection with the determination of all disputes arising under this Agreement.