End User Licence Agreement

END USER LICENCE AGREEMENT

Version 12, 13 June 2023

Please read this EULA carefully, as it sets out the basis upon which we license the Local Application for use.

  1. Definitions

1.1     In this EULA:

"Agreement" means the Intersoft Services Agreement between the parties, of which this EULA forms a part;

"Customer" means the customer identified in the Services Order Form to the Agreement;

"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

"Intersoft" means Intersoft Systems and Programming Ltd, a company incorporated in England and Wales (registration number 02825778) having its registered office at 185 Farringdon Rd, London, EC1A 1AA;

"Intersoft Services" means those services provided by either Intersoft's Intelligent Shipper system or Intersoft's Sapient system, which will be made available by Intersoft to the Customer as a service via the internet in accordance with the Agreement;

"Local Application" means the software licensed under this EULA, which is identified in the Services Order Form to the Agreement or in a Statement of Work made under the Agreement; and

"Source Code" means the Local Application code in human-readable form or any part of the Local Application code in human-readable form, including code compiled to create the Local Application or decompiled from the Local Application, but excluding interpreted code comprised in the Local Application.

  1. Term

2.1     This EULA shall come into force upon the date that Intersoft supplies the Local Application to the Customer.

2.2     This EULA shall continue in force until the termination of the Agreement, upon which this EULA shall automatically terminate.

  1. Licence

3.1     Intersoft hereby grants to the Customer from the date of supply of the Local Application to the Customer a non-exclusive and worldwide licence during the term of this EULA to use the Local Application in conjunction with the Intersoft Services, subject to the limitations and prohibitions set out and referred to in this Clause 3.

3.2     The Customer may not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of Intersoft.

3.3     Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions:

(a)      the Customer must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Local Application;

(b)      the Customer must not alter, edit or adapt the Local Application; and

(c)      the Customer must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Local Application.

3.4     If the Local Application includes any third party software or other third party works protected by Intellectual Property Rights, the Customer must comply with the requirements of any applicable third party licence notified by Intersoft to the Customer.

  1. Source Code

4.1     Nothing in this EULA shall give to the Customer or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

  1. Intersoft Services

5.1     The parties' rights and obligations in relation to the Intersoft Services are as set out in the Agreement.

  1. Intellectual Property Rights

6.1     Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from Intersoft to the Customer, or from the Customer to Intersoft.

6.2     If Intersoft reasonably determines, or any third party alleges, that the use of the Local Application by the Customer in accordance with this EULA infringes any person's Intellectual Property Rights, Intersoft may acting reasonably at its own cost and expense:

(a)      modify the Local Application in such a way that it no longer infringes the relevant Intellectual Property Rights; or

(b)      procure for the Customer the right to use the Local Application in accordance with this EULA.

  1. Limited warranties

7.1     All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA and the Agreement.

7.2     To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

  1. Limitations and exclusions of liability

8.1     The limitations and exclusions of the parties' liability in relation to the Local Application are as set out in the Agreement.

  1. Effects of termination

9.1     Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 8, 9 and 10.

9.2     Accordingly, the Customer's rights to use the Local Application shall automatically terminate upon the termination of this EULA.

  1. Law and jurisdiction

10.1    This EULA shall be governed by and construed in accordance with English law.

10.2    Any dispute arising under or in connection with this EULA shall be adjudicated in accordance with the provisions of the Agreement.