End User Licence Agreement for MX (June 2023)

PLEASE READ CAREFULLY BEFORE USING MX

This licence agreement (Licence) is a legal agreement between you (User), the Customer (as defined below) and Majenta Solutions Limited, incorporated and registered in England with company number 03056978 whose registered office is at 3 Argosy Court, Scimitar Way, Whitley Business Park, Whitley, Coventry, CV3 4GA, England (Majenta) for all content and services accessed via MX.

IMPORTANT NOTICE TO ALL USERS:

• BY CLICKING ON THE “ACCEPT” BUTTON BELOW, THE CUSTOMER AND THE USER AGREES TO THE TERMS OF THIS LICENCE WHICH WILL BIND THE USER AND THE CUSTOMER.
• IF THE CUSTOMER OR USER DO NOT AGREE TO THE TERMS OF THIS LICENCE, MAJENTA WILL NOT LICENSE MX AND ITS CONTENT TO THE CUSTOMER AND THE USER AND THE CUSTOMER AND THE USER MUST DISCONTINUE THE PROCESS NOW. THE CUSTOMER AND USER MAY NOT DOWNLOAD ANY CONTENT FROM MX.

The Customer and User should print a copy of this Licence for future reference.

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Licence.

Content: all software, digital content, computer programmes which Majenta has granted access to the User via MX and any other service provided by Majenta via MX.

Customer: the entity with an agreement with Majenta under which the User’s access to the Content is provided.

Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

Subscription Fee: the annual fee payable by the Customer to Majenta to access all of the services covered by MX.

1.2 The headings in this Licence do not affect its interpretation. Except where the context otherwise requires; references to clauses and Schedules are to clauses and Schedules of this Licence. The Schedule forms part of this Licence and shall have effect as if set out in full in the body of this Licence.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant and Scope of Licence

In consideration of payment by the Customer of the Subscription Fee, and the User and the Customer agreeing to abide by the terms of this Licence, Majenta hereby grants to the Customer and the User a non-exclusive, non-transferable licence to use MX and the Content on the terms of this Licence.

3. Use

3.1 The use of the Content shall be restricted to the normal business purposes of the Customer and the User and the Customer and the User agrees not to use MX or the Contents for any re-sale or any other purposes.

3.2 The Customer and the User shall not (and shall not permit any third party to):

(a) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to MX or the Content in whole or in part;

(b) create any software which is substantially similar to that or part or all of the Content nor use such information in any manner which would be restricted by any copyright subsisting in it;

(c) rent, lease, sub-license, loan or translate MX or the Content;

(d) make alterations to, or modifications of, the whole or any part of MX or the Content, nor permit MX or the Content or any part of it to be combined with, or become incorporated in, any other programs.

3.3 The Customer and the User may use MX only for lawful purposes. The Customer and the User may not use MX:

(a) in any way that breaches any applicable local, national or international law or regulation;

(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(c) for the purposes of harming or attempting to harm minors in any way;

(d) to bully, insult, intimidate or humiliate any person;

(e) to send, knowingly receive, upload, download, use or re-use any material which does not comply with Majenta’s content standards set out in the Schedule;

(f) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any form of similar solicitation (spam);

(g) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time bombs, keystroke loggers, spyware adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

3.4 The Customer and the User shall:

(a) keep all copies of MX and the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of MX and the Content; and

(b) include Majenta’s copyright notice on all entire and partial copies the Customer and the User makes of MX and the Content on any medium.

3.5 Majenta may monitor usage and collect data from the Customer and the User.

3.6 Majenta reserves the right to:

(a) suspend or restrict the Customer and the User’s access to the Content at any time in the event of any reasonable suspected breach of this Licence and Majenta will not be held liable for possible consequences relating to such suspension or restriction or interruption of access to MX;

(b) modify at its convenience the Content at any time without prior communication. The use of MX will mean the automatic and unconditional acceptance of such modifications by the Customer and the User.

3.7 Majenta does not warrant:

(a) that the use of the Content will be uninterrupted or error-free;

(b) as to the exhaustiveness or accuracy of the Content. The Content may contain technical inaccuracies or typographical errors.

3.8 The Customer and the User accept responsibility for the choice of use of the Content to achieve its intended results and acknowledges that the Content has not been developed to meet the individual requirements of the Customer and the User.

4. Privacy and Security

4.1 All information collected by Majenta is kept confidential and secure. Majenta will not use such information to contact the Customer or the User for any reason other than to fulfil its requirement unless:

(a) Majenta has consent from the Customer or the User (as the case may be) to do so; or

(b) Majenta has a legitimate interest for contacting the Customer or the User (as the case may be).

4.2 The Customer and the User can opt out of such communications at any time by sending a request to gdpr@majentasolutions.com. Majenta may need to notify all users (whether or not they have opted out as described above) of important announcements regarding the operation of MX.

4.3 The Customer shall own all right, title and interest to the data uploaded by the User and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the data. Subject to the terms set out in this Licence, in the event of any loss or damage to the Customer’s data caused by the negligence of Majenta, its employees, contractors or agents, Majenta shall use reasonable efforts to restore the lost or damaged data from the latest back-up of the data. Subject to clause 5.1(b), Majenta shall be responsible for the costs of input material, data reconstruction and reloading. Majenta shall not, however, be responsible for any loss, destruction, alteration or disclosure of the data caused by any third party.

5. Liability

5.1 Except as expressly stated in clause 5.2:

(a) Majenta shall not in any circumstances whatsoever have any liability for any losses or damages which may be suffered by the User or the Customer (or any person claiming under or through the User or Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage even though Majenta was aware of the circumstances in which such special damage could arise;

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

(iii) loss of anticipated savings;

(iv) loss of business opportunity, or reputation;

(v) loss of goodwill;

(vi) loss or corruption or deterioration of data or information;

(vii) business interruption;

(viii) indirect or consequential loss or damage;

(ix) mistakes, omissions or viruses which result from a misuse of the Content or MX;

(x) the inability to access or use MX;

(xi) difficulties in the operation or interruption of MX;

(xii) failures or dysfunctions of the Internet network in the dissemination of data, messages or documents.

(b) the total liability of Majenta, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any connected contract, shall in no circumstances exceed a sum equal to £2000. This maximum cap does not apply to clause 5.2.

(c) the Customer and the User agree that, in entering into this Licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this Licence) that it shall have no remedy in respect of such representations and (in either case) Majenta shall have no liability otherwise than in accordance with the express terms of this Licence.

5.2 The exclusions in clause 5.1 shall apply to the fullest extent permissible at law, but Majenta does not exclude liability for:

(a) death or personal injury caused by the negligence of Majenta;

(b) fraud or fraudulent misrepresentation;

(c) any other liability which may not be excluded by English law.

5.3 This Licence sets out the full extent of Majenta’s obligations and liabilities in respect of MX and the Content. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied that are binding on Majenta. Any condition, warranty, representation or other term concerning MX and the Content 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. Intellectual Property Rights

6.1 Other than as expressly stated in clause 4.3, the Customer and the User acknowledge that all Intellectual Property Rights in MX and the Content belong and shall belong to Majenta or any licensor to Majenta. Neither the Customer nor the User shall have any rights in or to MX and the Content other than the right to use it in accordance with the terms of this Licence.

6.2 The Customer and the User shall promptly notify Majenta in the event that it becomes aware of any actual or suspected infringement of any of Majenta’s Intellectual Property Rights.

6.3 The Customer and the User acknowledge that it has no right to have access to MX in source code form.

7. Termination

7.1 Majenta may terminate this Licence immediately by written notice to the Customer and the User if the Customer or the User commits a material or persistent breach of this Licence which the Customer or the User fails to remedy (if remediable) within 14 days after the service of written notice requiring the Customer or the User to do so.

7.2 Upon termination for any reason:

(a) all rights granted to the User and the Customer under this Licence shall cease;

(b) the Customer and the User must immediately cease all activities authorised by this Licence; and

(c) the Customer and the User must immediately delete or remove MX and/or the Content from all computer equipment in the Customer or the User’s possession, and immediately destroy or return to Majenta (at Majenta’s option) all copies of MX and/or the Content then in the Customer or the User’s possession, custody or control and, in the case of destruction, certify to Majenta that the Customer or the User has done so (as the case may be).

8. Notices

Any notice given by the Customer to Majenta or by Majenta to the Customer, will be deemed received and properly served immediately when posted on the Majenta website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

9. Events Outside Its Control

9.1 Majenta will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by an Event Outside Its Control. An Event Outside Its Control is defined below in clause 9.2.

9.2 An Event Outside Its Control means any act or event beyond Majenta’s reasonable control including, without limitation, failure of public or private telecommunications networks.

9.3 If an Event Outside Its Control takes place that affects the performance of Majenta’s obligations under this Licence:

(a) Majenta’s obligations under this Licence will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Its Control; and

(b) Majenta will use its reasonable endeavours to find a solution by which its obligations under this Licence may be performed despite the Event Outside Its Control.

10. Other Important Terms

10.1 Majenta may transfer its rights and obligations under this Licence to another organisation, but this will not affect the Customer or the User’s rights or Majenta’s obligations under this Licence.

10.2 The Customer may only transfer its rights or its obligations under this Licence to another person if Majenta agrees in writing. The User may not transfer its rights or its obligations under this Licence to another person.

10.3 This Licence constitutes the entire agreement between Majenta and the Customer and the User and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and undertakings between Majenta and the Customer and the User, whether written or oral, relating to its subject matter. The Customer and the User agrees that it 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. The Customer and the User agree that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.

10.4 If Majenta fails to insist that the Customer or the User performs any of its obligations under this Licence, or if Majenta does not enforce its rights against the Customer or the User, or if Majenta delays in doing so, that will not mean that Majenta has waived its rights against the Customer or the User and will not mean that the Customer or the User does not have to comply with those obligations. If Majenta does waive a default by the Customer or the User, Majenta will only do so in writing, and that will not mean that Majenta will automatically waive any later default by the Customer or the User (as the case may be).

10.5 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.

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

SCHEDULE

INTERACTIVE SERVICES

Majenta may from time to time provide interactive services on MX, including, without limitation:

• Chat Rooms
• Chat Bots
• Bulletin Boards
• Corporate Pages
• Article Feedback
• Feedback Forms

Where Majenta does provide interactive services, it will provide clear information to the Customer and the User about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

Majenta will do its best to assess any possible risks for Customer and the User from third parties when it uses any interactive services provided on MX, and it will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, it is under no obligation to oversee, monitor or moderate any interactive service it provides on MX and Majenta expressly excludes its liability for any loss or damage arising from the use of any interactive service by the Customer or the User in contravention of Majenta’s content standards (below), whether the service is moderated or not.

CONTENT STANDARD

These content standards (Content Standards) apply to any and all material which the Customer or the User contributes to MX (Contribution), and to any interactive services associated with it.

The Content Standards must be complied with in spirit as well as to the letter. The Content Standards apply to each part of any Contribution as well as to its whole.

Majenta will determine, in its discretion, whether a Contribution breaches the Content Standards.

A Contribution must:

• Be accurate (where it states fact).
• Be genuinely held (where it states opinions).
• Comply with the law applicable in England and in any country from which it is posted.

A Contribution must not:

• Be defamatory of any person.
• Be obscene, offensive, hateful or inflammatory.
• Bully, insult, intimidate or humiliate.
• Promote sexually explicit material.
• Promote violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any Intellectual Property Rights of any other person.
• Be likely to deceive any person.
• Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Promote any illegal activity.
• Be in contempt of court.
• Be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent the identity or affiliation with any person.
• Give the impression that the Contribution emanates from Majenta, if this is not the case.
• Contain a statement which the Customer or the User knows or believes, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
• Contain any advertising or promote any services or web links to other sites.

BREACH OF THIS POLICY

When Majenta considers a breach of these Content Standards has occurred, it may take such action as it deems appropriate.

Failure to comply with these Content Standards constitutes a material breach of this Licence and may result in Majenta taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of the Customer and the User’s right to use MX.
• Immediate, temporary or permanent removal of any Contribution uploaded by the Customer and the User to MX.
• Issue of a warning to the User and Customer.
• Legal proceedings against the Customer and/or the User for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against the Customer and/or the User.
• Disclosure of such information to law enforcement authorities as Majenta reasonably feels is necessary or as required by law.

Majenta excludes its liability for all action it may take in response to breach of these Content Standards. The actions Majenta may take are not limited to those described above, and it may take any other action it reasonably deems appropriate.