End-User License Agreement (“EULA”)

This (“EULA”) is a legal agreement between you (either an individual or a single entity) and Maya Information Systems Ltd for the software product(s) (Enquiry 360) which may include associated software components, media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and Maya Information Systems Ltd, (referred to as “Maya Information Systems Limited”), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
 The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1. GRANT OF LICENSE.
    Maya Information Systems Limited grants to you a non-exclusive, non-transferable licence to use the SOFTWARE PRODUCT on the terms of this EULA as follows::
    (a) Installation and Use.
    Maya Information Systems Ltd grants you the right to install and use a copy of the SOFTWARE PRODUCT on your valid licensed copy of Microsoft Power Apps (whether using Online, Partner Hosted or On-Premise methods) for your internal business purposes only.
    (b) Backup Copies.
    You may also make copies of the SOFTWARE PRODUCT as may be necessary for backup and archival purposes.
    (c) Users: If the EULA is a multi-user or network licence, by the number of concurrent users agreed. 

 

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
 (a) Maintenance of Copyright Notices.
 You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.
 (b) Distribution.
 You may not distribute copies of the SOFTWARE PRODUCT to third parties.
 (c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
 You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
 (d) Rental.
 You may not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify or lend the SOFTWARE PRODUCT.
 (e) Support Services.
 Maya Information Systems Ltd may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.
 (f) Compliance with Applicable Laws.
 You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.  

(g)  No modifications. Not to make alterations to, or modifications of, the whole or any part of the SOFTWARE PRODUCT, nor permit the SOFTWARE PRODUCT or any part of it to be combined with, or become incorporated in, any other programs;

 

(h)  Copies. To keep all copies of the SOFTWARE PRODUCT secure and to maintain accurate and up-to-date records of the number and locations of all copies of the SOFTWARE PRODUCT;

 

(i)  Employees: To supervise and control use of the SOFTWARE PRODUCT and ensure that the SOFTWARE PRODUCT is used by your employees and representatives in accordance with the terms of this EULA;

  

(j)  Third parties. Not to provide or otherwise make available the SOFTWARE PRODUCT 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 other than your employees without prior written consent from us; and

 

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

 

3. TERMINATION
 Without prejudice to any other rights, Maya Information Systems Ltd may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT in your possession.

4. COPYRIGHT
 All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by Maya Information Systems Ltd or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Maya Information Systems Ltd.

5. NO WARRANTIES
 Maya Information Systems Ltd expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided ‘As Is’ without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. Maya Information Systems LTD does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. Maya Information Systems LTD makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Maya Information Systems LTD further expressly disclaims any warranty or representation to Authorised Users or to any third party.

6. LIMITATION OF LIABILITY

You acknowledge that the SOFTWARE PRODUCT 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 PRODUCT meet your requirements.

 

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 EULA for:

 

(a)  loss of profits, sales, business, or revenue;

(b)  business interruption;

(c)  loss of anticipated savings;

(d) loss or corruption of data or information;

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

 

where any of the losses set out above are direct or indirect; or

 

(f)  any special, indirect or consequential loss, damage, charges or expenses.

 

Our maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 12 months licence fees.

 

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

Nothing in this EULA shall limit or exclude our liability for:

 

(a)  death or personal injury resulting from our negligence;

(b)  fraud or fraudulent misrepresentation; and/or

(c)  any other liability that cannot be excluded or limited by English law.

 

This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the SOFTWARE PRODUCT. Except as expressly stated in this EULA, 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 PRODUCT which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

 

6.  TERMINATION  

6.1  We may terminate this EULA immediately by written notice to you if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 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 EULA shall cease;

(b)  you must immediately cease all activities authorised by this EULA; and

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

 

7.  COMMUNICATIONS BETWEEN US  

7.1  We may update the terms of this EULA at any time on notice to you in accordance with this Condition 7. Your continued use of the SOFTWARE PRODUCT following the deemed receipt and service of the notice under Condition 7.3 shall constitute your acceptance to the terms of this EULA, as varied. If you do not wish to accept the terms of the EULA (as varied) you must immediately stop using and accessing the SOFTWARE PRODUCT 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 to the address you provided in accordance with your the SOFTWARE PRODUCT.

 

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.  EVENTS OUTSIDE OUR CONTROL  

8.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 8.2.

 

8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:

(a)  our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b)  we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.

 

9.  HOW WE MAY USE YOUR PERSONAL INFORMATION  

9.1  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 PRODUCT and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them.

 

10.  OTHER IMPORTANT TERMS  

10.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.

 

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

 

10.3 This EULA 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 EULA. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.

 

10.4  If we fail to insist that you perform any of your obligations under this EULA, 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.

 

10.5 Each of the conditions of this EULA 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.

 

10.6 This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.