Onesoon Limited - End-User Licence Agreement

Last updated: May 05, 2023

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

This end-user licence agreement ("EULA") is a legal agreement between you ("you") and Onesoon Limited (Company No 04746025) of 1 Melton Way, Mansfield, England, NG18 5FU ("us" or "we") for:

We license use of the Portal and Content to you on the basis of this EULA. We do not sell the Portal to you. The Portal is owned by us and our licensors at all times.

BY REGISTERING FOR AN ACCOUNT, YOU AGREE TO THE TERMS OF THIS EULA.

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, WE WILL NOT LICENSE THE PORTAL TO YOU AND YOU MUST NOT USE OR ATTEMPT TO USE THE PORTAL.

1. The terms of this EULA

1.1
The terms of this EULA applies to the Portal and Content, including any updates or supplements to them, unless such updates or supplements come with separate terms, in which case those terms apply.
1.2
We may change the terms of this EULA at any time by notifying you of the change when you next use the Portal. You will be required to read and accept the updated or replacement terms to continue your use of the Portal and Content.
1.3
From time to time we may update the Portal. You may not use the Portal or Content until you have accessed the latest version of the Portal and accepted any new terms which may accompany that latest version.
1.4
You are assumed to have obtained permission from the owners of the mobile telephone or electronic computer devices that are controlled, but not owned, by you ("Devices") to access the Portal on the Devices. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the Portal or Content on or in relation to any Device, whether or not it is owned by you.
1.5
By using the Portal or the Content, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals.
1.6
In order to access and use the Portal and Content, you must register for an account as set out in paragraph 2 below.

2. Your account

2.1
You must be 18 or over to register for an account.
2.2
You must register for an account in order to access and use the Portal and Content.
2.3
To register for an account, please follow the instructions when you access the Portal which will guide you through the account registration process. To register, you will need to supply us with your name, address, email address, a password and possibly some other personal information. By registering for an account, you warrant that you are at least 18 years of age.
2.4
If you already have an account, you may log in and change the details that we hold about you in your account.
2.5
You must register an account using a valid email address that you access regularly, so that we can send administration and information emails to you. If you register an account with another person’s email address or with a temporary email address, we may close your account without notifying you. We may also require you to verify your email address during the account registration process or at any time if we believe your account is registered with an invalid email address.
2.6
We reserve, at our absolute discretion, the right: (i) to reject registration of an account; and/or (ii) to refuse your use of, or access to, the Portal or Content.
2.7
When you register for an account, you will be asked to create a password to access your account. You must keep the password confidential and immediately notify us if there is any unauthorised use of your email address or your account or any breach of security otherwise known to you. You acknowledge that any person to whom your password is disclosed is authorised to act as your agent for the purposes of using the Portal and Content.
2.8
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device and, to the extent permitted by applicable law, you agree to accept responsibility for all activities that occur under your account or password. You should inform us immediately if you believe that your password has become known to anyone else, or if the password is being, or is likely to be used, in an unauthorised manner.
2.9
We reserve the right: (i) to refuse you access to the Portal or the Content; and/or (ii) to terminate your account, if your behaviour gives us justified reason to do so (including if you repeatedly breach any portal guidelines in force from time to time). For example, we may exercise this right if you are in breach of applicable laws, applicable contractual provisions, our guidelines, or our policies, which can all be accessed via the Portal.

3. The licence

In return for you agreeing to comply with the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the Portal and the Content on the Devices for their intended purpose, subject to the terms of this EULA, as updated from time to time. We reserve all other rights.

4. Licence restrictions

4.1
You agree that you will:
a.
not rent, lease, sub-license, loan, provide, or otherwise make available the Portal or the Content in any form in whole or in part to any person without prior written consent from us;
b.
not translate, merge, adapt, vary, alter or modify the whole or any part of the Portal or Content, nor permit the Portal or Content, or any part of them, to be combined with, or become incorporated in, any other programs, except as necessary to use the Portal or Content on the Devices, as permitted in these terms;
c.
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Portal or Content, nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Portal or Content to obtain the information necessary to create an independent program that can be operated with the Portal or Content or with another program ("Permitted Objective"), and provided that the information obtained by you during such activities:
4.1.c.1
is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;
4.1.c.2
s not used to create any software that is substantially similar in its expression to the Portal or Content;
4.1.c.3
is kept secure; and
4.1.c.4
is used only for the Permitted Objective; and
d.
comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Portal or Content.

5. Acceptable Use Restrictions

5.1
You must:
a.
comply with any portal guidelines in force from time to time in your use of the Portal and Content;
b.
not use the Portal or Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Portal or Content, or any operating system;
c.
not infringe our intellectual property rights or those of any third party in relation to your use of the Portal or Content, including by the submission of any material (to the extent that such use is not licensed by these terms);
d.
not transmit any material that is defamatory, untrue, misleading, offensive or otherwise objectionable in relation to your use of the Portal or Content;
e.
not use the Portal or Content in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
f.
not collect or harvest any information or data related to the Portal or attempt to decipher any transmissions to or from our servers.

6. Uploading content or information to the Portal

6.1
Whenever you make use of a feature that allows you to upload information or content to the Portal, you must comply with any portal guidelines in force from time to time.
6.2
You warrant that any such contribution you make will comply with any portal guidelines in force from time to time, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.
6.3
If you upload or share content that is in breach of these terms or any portal guidelines in force from time to time, we may remove or block that content. We will contact you and let you know whether you have any options to request that we review the content.
6.4
You retain all of your ownership rights in your content, but, in order to enable us to provide the Portal and the Content, you shall grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties.

7. We are not responsible for viruses and you must not introduce them

7.1
We do not guarantee that the Portal or the Content will be secure or free from bugs or viruses. However, we will issue updates to minimise any disruption causes by any such bugs or viruses.
7.2
You are responsible for configuring your information technology, operating systems, computer programmes and platform to access the Portal and the Content. You should use your own virus protection software.
7.3
You must not misuse the Portal or the Content by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Portal or the Content, the server on which the Portal or the Content is stored or any server, computer or database connected to the Portal or the Content. You must not attack the Portal or the Content via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Portal or Content, will cease immediately.

8. You may not transfer the Portal to someone else

We are giving you personally the right to use the Portal and Content, as set out in this EULA. Whilst you may have sharing rights, as set out above, you may not otherwise transfer such rights to someone else, whether for money, for anything else or for free.

9. Support for the Portal and how to tell us about problems

9.1
Support. If you want to learn more about the Portal or Content, or have any problems using or receiving them, please take a look at the support resources available on the Portal or contact us through the Portal.
9.2
Contacting us (including with complaints). If you think the Portal or Content are faulty or misdescribed, or you wish to contact us for any other reason, please do so via the functionality available through the Portal.
9.3
How we will communicate with you. If we have to contact you, we will do so by email, by SMS or by pre-paid post, using the contact details you provide to us via the Portal when you register for an account or otherwise contact us.

10. Intellectual property rights

10.1
You acknowledge that:
a.
all intellectual property rights in the Portal or Content throughout the world belong to us (or our licensors); and
b.
rights in the Portal and Content are licensed (not sold) to you.
10.2
You acknowledge that you have no right to have access to the Portal in source-code form.

11. Our right to suspend access to the Portal or Content

Reasons we may suspend access. We may have to suspend access to the Portal or Content to deal with technical problems or to make minor technical changes to the Portal or Content.

12. Our responsibility for loss or damage suffered by you

12.1
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and for fraud or fraudulent misrepresentation.
12.2
Limitations to the Portal, the Content. The Portal is provided for general information only. Although we make reasonable efforts to ensure the accuracy of the information provided by, through or as a result of, the Portal or Content, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
12.3
Please back-up content and data used with the Portal. We recommend that you back up any content and data used in connection with the Portal, to protect yourself in case of problems with the Portal.
12.4
Check that the Portal, Content are suitable for you. The Portal, and Content have not been developed to meet your individual requirements. Please check that they meet your requirements before accessing, using or receiving them.
12.5
We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.6
When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice or by having in place the minimum system requirements advised by us from time to time.

13. We may end your rights to use the Portal if you break these terms

13.1
We may end your rights to use the Portal at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.
13.2
If we end your rights to use the Portal, you must stop all activities authorised by these terms, including your use of the Portal.

14. We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

15. You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

16. No rights for third parties

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17. If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18. Even if we delay in enforcing any of our rights, we can still enforce it later

Even if we delay in the enforcing of our rights, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your non-compliance with these terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

19. Which laws apply to these terms and where you may bring legal proceedings

These terms are governed by English law and you can bring legal proceedings in respect of this EULA in the English courts. If you live in Scotland, you can bring legal proceedings in respect of this EULA in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of this EULA in either the Northern Irish or the English courts.