End User License Agreement

This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Cives Ltd. of 38/39 Fitzwilliam Square, Dublin 2, D02 NX53, Dublin, Ireland (“Licensor”, “us” or “we”) for:

Cives computer software, image files, all accompanying files, data and materials (Software);

We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners or licensee of the Software at all times.

BY SIGNING THE AGREEMENT YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU FROM THE EFFECTIVE DATE.

1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Software on the terms of this Licence.

1.2 You may download, install and use the Software for your internal business purposes and in accordance with the terms of this Licence.

2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a) not to copy the Software except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;

(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

     (i) is used only for the purpose of achieving inter-operability of the Software with another software program; and

    (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

    (iii) is not used to create any software which is substantially similar to the Software.

(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(f) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

(g) to include our copyright notice on all entire and partial copies you make of the Software on any medium;

(h) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and

(i) to comply with all applicable technology control or export laws and regulations.

2.2 The Software and all services provided may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law is strictly prohibited. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene, or material protected by trade secret and other statute.

2.3 You agree to indemnify and hold us harmless from any claims resulting from the use of the Software, which may damage any other party

3.1 You acknowledge that all intellectual property rights in the Software anywhere in the world belong or are licensed to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.

3.2 You acknowledge that you have no right to have access to the Software in source code form.

4.1 We warrant that the Software will, when properly used and on an operating system, for which it was designed, perform substantially in accordance with the functions described in the accompanying documents and for a period of 30 days from the date of your installation of the Software (“Warranty Period”).

4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software, we will, at our sole option, refund or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

4.3 The warranty does not apply:(a) if the defect or fault in the Software results from you having altered or modified the Software; and(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.

5.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.

5.2 We only supply the Software for internal use by your business, and you agree not to use the Software for any re-sale purposes.

5.3 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) loss or corruption of Software;

(e) loss of business opportunity, goodwill or reputation;

(f) where any of the losses set out in Condition 

5.3(a) to Condition 5.3(e) are direct or indirect; or(g) any special, indirect or consequential loss, damage, charges or expenses.

5.4 Other than the losses set out in Condition 5.3 (for which we are not liable) or Condition 5.6 (for which there is unlimited liability), 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 the total amount of fees paid by you under the Agreement.

5.5 In no event do we authorise you to use the Software in applications or systems where the Software’s failure to perform can reasonably to expected to result in a physical injury, or in a loss of life. Any such use by you is entirely at your own risk, and you agree to hold us harmless from any such claims or losses relating to such unauthorised use.

5.6 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;any other liability that cannot be excluded or limited by applicable law

5.7 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 30 days after the service of written notice requiring you to do so.

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 remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so..

7.1 We may update the terms of this Licence at any time on notice to you in accordance with this Condition 7. Your continued use of the Software following the deemed receipt and service of the notice under Condition 7.3 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 Software on the deemed receipt and service of the notice.

7.2 If we have to contact you, we will do so by email or by pre-paid post.

7.3 Note that 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, 24 hours after an email is sent, or three days after the date of posting of any letter; and

(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

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; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

8.1 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 Software and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in the Privacy Police section of this https://cives.ai site and it is important that you read that information.

9.1 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.

9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

9.3 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you 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. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.

9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

9.5 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.

9.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Irish law. We both irrevocably agree to the exclusive jurisdiction of the courts of Ireland.