1. Definitions:
Key terms used herein (e.g., "Services," "Software," "Blueprint," "Authorized User") shall have the meaning ascribed to them in the Agreement between the Software Provider and the authorized reseller from whom you acquired the Services.
2. Grant of License:
Subject to your payment of applicable fees to the Reseller and your compliance with this EULA, the Software Provider grants you a non-exclusive, non-transferable, revocable license to access and use the Services and associated Documents for your internal business operations during the Subscription Term.
3. Authorized Use:
You may only permit Authorized Users to access the Services, up to the number of User Subscriptions purchased.
You are responsible for all activities of your Authorized Users and for their compliance with this EULA.
You shall not (and shall not permit any third party to):
Copy, modify, create derivative works from, reverse engineer, or decompile the Software or Services.
Use the Services to build a competitive product or for the benefit of any third party.
Resell, lease, transfer, or otherwise make the Services available to any third party.
4. Intellectual Property:
You acknowledge that all Intellectual Property Rights in the Services, Software, and Documents belong to the Software Provider or its licensors. This EULA does not transfer any ownership of Intellectual Property Rights to you. Any improvements or modifications made to the Services shall be the exclusive property of the Software Provider.
5. Customer Data:
You retain all ownership rights in your Customer Data. You grant the Software Provider a worldwide, royalty-free license to host, use, process, and display your Customer Data solely as necessary to provide and improve the Services and as otherwise permitted by our Privacy Notice. You are solely responsible for the accuracy, legality, and integrity of your Customer Data.
6. Confidentiality:
You agree to keep confidential all non-public information related to the Services, including its performance, features, and pricing.
7. Warranties & Disclaimers:
The Software Provider warrants that the Services will be performed with reasonable skill and care. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED "AS IS," AND THE SOFTWARE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability:
The Software Provider's total liability arising out of or in connection with this EULA shall be limited as set forth in the Reseller Agreement. The Software Provider shall not be liable for any indirect, consequential, or special damages.
9. Termination:
The Software Provider may suspend or terminate your access to the Services if you breach this EULA. Upon termination, your right to use the Services ceases immediately.
10. Governing Law:
This EULA shall be governed by the laws of England and Wales.