END USER LICENCE AGREEMENT PLEASE READ ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS EULA CAREFULLY. BY CLICKING “I ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS EULA AND THAT YOU AGREE THAT YOU AND/OR THE ORGANISATION THAT YOU ARE ACTING ON BEHALF OF ARE BOUND BY THEM.
1 WHO WE ARE AND WHAT THIS AGREEMENT DOES
1.1 This is a legal agreement between you (an individual or other legal entity on whose behalf you have entered into this legal agreement and references to “you”, “your”, “Licensee”, or “End User” shall be construed accordingly) and Paintseal Europe Limited (a company registered in England (company number 06014528) whose registered office is at X1 House, 93 Whitby Road, Slough, SL1 3DR and references to “Licensor”, “we”, “us”, or “our” shall be construed accordingly).
1.2 These terms and conditions (“EULA”) together with terms of the agreement dated 1st April 2020 between Suzuki GB Plc and us (together referred to as the “Agreement”) sets out the terms upon which we make available the Portal (including, without limit, any updates, replacements, upgrades and/or additional software product(s)) and supply related services to you and is intended to be and shall be binding upon you and us.
1.3 This EULA is based upon the premise that the Portal supplied by the Licensor is not sold but the limited right to use it is licensed to the Licensee in accordance with and subject to the terms of the Agreement.
1.4 This EULA contains capitalised terms which are given specified meanings which are set out in clause 14 of this EULA. You should familiarise yourself with these terms and their meanings so that you understand the terms and conditions of this EULA properly.
2 ACCESS
2.1 The Portal is available at https://www.x1digital.com/suzuki/login. Once you have set up a username and password, you will be able to access the Portal.
3 RELEASES
3.1 The Licensor reserves the right to make improvements, substitutions, modifications or enhancements to any part of the Portal.
3.2 Improvements, substitutions, modifications or enhancements to the Portal shall be made available periodically by the Licensor as releases as notified to you from time to time.
3.3 It is the Licensor’s intention that such improvements, substitutions, modifications or enhancements will not materially adversely affect the performance of the Portal in accordance.
4 LICENCE TO USE THE SOFTWARE PRODUCTS
4.1 From the Commencement Date the Licensor grants to the Licensee a worldwide, non-exclusive, nontransferable and non-assignable, licence to use the Portal for the Licensee’s personal use and/or business purposes.
4.2 The Licensee shall not (and shall not attempt to nor allow any third party to or attempt to) adapt, alter, amend, modify, reverse, engineer, decompile, disassemble or decode the whole or any part of the Portal or translate the whole or any part of the Portal into another language. To the extent that law permits the Licensee the right to decompile the Portal in order to obtain the information necessary to render the Portal interoperable with other computer programs licensed or to be created by the Licensee, the Licensor shall make the information readily available to the Licensee and the Licensee undertakes not to decompile (or attempt to do so) the Portal without first requesting such information from the Licensor. The Licensor shall have the right to impose reasonable conditions for making the information available. In order to ensure that the Licensee receives the appropriate information, the Licensee must first give the Licensor sufficient details of the Licensee’s objectives and other software concerned. All requests for the appropriate information shall be given by notice to be served in accordance with the Agreement.
4.3 The Licensee may create only so many copies of the Portal as are necessary for the Licensee’s authorised use of the Portal in accordance with this EULA (including for archive and backup purposes).
4.4 The Licensee is strictly prohibited from and shall not sub-licence, rent, lease, transfer, sell, charge or assign the Portal for money or other consideration or fee or charge.
5 WARRANTIES OF LICENSOR
5.1 Subject to clause Error! Reference source not found. of these terms and conditions, the Licensor hereby warrants:
(a) the operation of and facilities provided in the Portal will be substantially in accordance with any description or functionality made known by the Licensor to the Licensee;
(b) the Portal shall be free from defects in materials and workmanship when used under normal conditions; and
(c) in the event that Support Services are included, the Licensor will perform the Support Services in accordance with the provisions of such agreement.
5.2 The Licensee shall promptly give notice to Licensor on becoming aware of a breach of any of the warranties contained at clause 5.1(a) and/or (if applicable) clause 5.1(b) of these Terms and Conditions.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 Except as expressly set out in the Agreement, the Licensee shall have no rights in respect of the Intellectual Property Rights subsisting in the Portal or anything else delivered to or made available to the Licensee under or in connection with the Portal and which are owned by, or licensed by, the Licensor and the Licensee hereby acknowledges that all such Intellectual Property Rights are and shall remain vested or controlled by the Licensor (or its third party licensors).
7 INTELLECTUAL PROPERTY RIGHTS INDEMNITY
7.1 The Licensor warrants to the Licensee that neither the Licensee’s use nor possession of the Portal in accordance with the terms of the Agreement will subject the Licensee to any claim by any third party that the Portal infringes that third party’s validly subsisting Intellectual Property Rights (“IPR Claim”).
7.2 In the event that an IPR Claim is made against the Licensee, the Licensor will defend or cause to be defended at its expense and will pay the Licensee’s costs, including any costs or damages finally awarded against the Licensee by a court of competent jurisdiction.
7.3 In the event that a final injunction is granted by a court of competent jurisdiction preventing the Licensee’s continued use of the Portal, the Licensor will, at its option and its expense, either procure for the Licensee the right to continue using the Portal or the affected parts of it; or, replace or modify the infringing part of the Portal so that it becomes non-infringing; or, if the above is not reasonably feasible (in Licensor’s sole discretion but without prejudice to the Licensee’s other rights and remedies), terminate this EULA.
8 DATA
8.1 The terms of the Agreement shall apply in respect of the sharing of any personal data. The Licensor confirms that it has taken out an insurance policy or other financial cover for loss or damage which may arise from the loss of data for any reason.
9 LIMITATIONS OF LIABILITY
9.1 The limitations and exclusions of liability set out in the Agreement shall apply equally to there terms and conditions.
10 TERMINATION
10.1 The Licensor and the Licensee shall (respectively) immediately become entitled, without prejudice to its other rights and remedies, to terminate this EULA immediately by notice in writing to the other (the “Defaulting Party”) if the Defaulting Party:
(a) is in breach of its obligations under these terms and conditions and (in the event of a breach which is capable of remedy) fails to remedy the same within 30 (thirty) days of receiving written notice requiring such remedy; or
(b) is involved in any legal proceeding concerning its solvency, or commences liquidation (except for the purpose of reconstruction) or ceases or threatens to cease trading, or if serious doubt arises as to its solvency (an “Insolvency Event”).
10.2 In the event that it wishes to cease using the Portal, the Licensee will be entitled to terminate this EULA subject to giving thirty (30) days’ notice of such termination to the Licensor.
11 CONSEQUENCES OF TERMINATION
On termination of this EULA for whatever reason the Licensee will cease any use of, or access to, the Portal.
12 GOVERNING LAW
This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
13 GENERAL
13.1 The Agreement forms the entire agreement between the Licensee and the Licensor on its subject matter and supersedes without limitation all previous contracts, arrangements, representations (other than fraudulent misrepresentations) or understandings between the Licensee and the Licensor, in each case, whether written, arising from custom or oral.
13.2 No amendment to this EULA will be valid unless confirmed in writing and signed by authorised signatories of the Licensor and of the Licensee.
13.3 In the event that any of the terms and conditions of this EULA is judged to be in whole or in part illegal or unenforceable for any reason the remainder of the terms and conditions of this EULA will continue in full force and effect.
13.4 No delay or failure by either party in enforcing its respective rights will prejudice or restrict the rights of the party, and no waiver of any such rights, or of any breach of any contractual terms, will be deemed to be a waiver of any other right or of any later breach.
13.5 It is understood that each party is acting as an independent contractor and not in any way as an agent or representative of the other. Neither party has authority to bind or speak for the other party except as may be specified in writing from time to time.
13.6 The Parties to this EULA do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 or any similar law (established by statute, precedent, common law, custom or otherwise) by any person not a party to it.
14 DEFINITIONS AND INTERPRETATION
14.1 The following words shall have the following meanings in this Software Product Licence:
“Agreement”
means the terms and conditions set out in this EULA together with the agreement dated 1st April 2022 between Suzuki GB Plc and us;
“Commencement Date”
means the date on which You have agreed to be bound by this EULA by clicking first clicking “I Accept” during the sign up process for the Portal;
“Intellectual Property Rights”
means all intellectual and industrial property rights including patents, know how, registered trademarks, registered designs, utility models, applications for and rights to apply for any of the foregoing, business names (including internet domain names and email addresses), unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;
“IPR Claim”
means the meaning given to that expression set out in clause 7.1 of this EULA;
"Portal"
means the portal at https://www.x1digital.com/suzuki/login, including any modifications, enhancements or changes of any kind to the Portal (whether or not authorised by this EULA) will form part of the Portal and will be subject to the terms and conditions of this EULA;
“Support Services”
means those services as set out in the Agreement or as may be agreed between the parties in writing from time to time;
14.2 INTERPRETATION
(a) The index and headings to the clauses of this EULA shall not affect its construction.
(b) Where the context so requires or admits, the masculine shall include the feminine and the neuter and the singular shall include the plural and vice versa.
(c) Any reference in this EULA to a clause is a reference to a clause of this EULA.
(d) If there is a conflict between any of the documents that are comprised within the Agreement, the conflict shall be resolved according the following order of priority:
(i) the agreement dated 1st April 2022 between Suzuki GB Plc and us;
(ii) this EULA.
14.3 Any reference to a statute or statutory provision shall be construed as a reference to the same as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
14.4 Any phrase in this EULA introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrating and will not limit the sense of the words preceding that term.
14.5 Any obligations on a party not to do or omit to do anything includes an obligation not to allow that thing to be done or omitted by a third party and to the extent this EULA does not prohibit the sub-contracting of any obligations on a party, then that party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.