This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and OVER-C TECHNOLOGY LTD of Library House, 18 Dyke Parade, Mardyke, Cork, Ireland, T12 A8D7 (“Licensor”, “us” or “we”) for the application software being supplied to you directly by us, through one of our resellers (“Reseller”) or via an application store which includes any updates made available to you, any data supplied with the software, and any associated media (“Software”); and any associated printed, online or electronic documentation relating to the Software (“Documentation”).

“You” and “Your” means the individual or legal entity licensing the Software under this EULA. “Use” or “Using” means to download, install, activate, access or otherwise use the Software. “User” means the individual downloading, installing, activating, accessing or otherwise using the Software. “User Account” means a valid account within the Software assigned to an individual user that is used to authenticate to the Software.

We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

IMPORTANT NOTICE TO ALL USERS:

BY YOU:

PURCHASING, DOWNLOADING, USING, OR ACCESSING ANY OF OUR SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE, WHICH WILL BIND YOU AND, WHERE RELEVANT, YOUR EMPLOYEES, WORKERS (INCLUDING AGENCY WORKERS) AND CONTRACTORS.  THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 13 AND AN INDEMNITY PROVIDED BY YOU IN CLAUSE 15; AND

YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS LICENCE, WHETHER ON BEHALF OF YOUR EMPLOYER OR OTHERWISE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENCE THE SOFTWARE AND DOCUMENTATION TO YOU AND YOU MUST DISCONTINUE THE ORDERING AND/OR DOWNLOAD PROCESS NOW BECAUSE YOU ARE NOT LEGALLY AUTHORISED TO ACCESS OR USE THE SOFTWARE.  IN ADDITION, YOU MUST RETURN ALL SOFTWARE AND DOCUMENTATION IN ACCORDANCE WITH THE TERMS UPON WHICH YOU PURCHASED THE SOFTWARE.

1. LICENCE. In consideration of payment by you of the agreed licence fee to us or to our Reseller and you agreeing to abide by this Licence, we hereby grant to you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable right to use the Software and the Documentation on the terms of this Licence.
2. USE. You may only download and use the Software for your own internal business purposes, provided you:
   1. download and use the Software in accordance with the subscription you have selected or purchased;
   2. comply with the terms of this Licence;
   3. only access or allow access to the Software through a valid User Account assigned to an individual person;
   4. use any free supplementary Software code or update of Software that may be provided from time to time; and
   5. use any Documentation (as updated from time to time) that may be provided from time to time (on our website https://over-c.com, email or by other means) in support of the use permitted under this clause 2 and only make the number of copies reasonably necessary for lawful use.
3. The Software may only be used as described in clause 2. It may not be extracted, copied or used in connection with any product or device that is not covered by this Licence.
4. RESTRICTIONS. Except as set out in this Licence or as permitted by any local law, you undertake:
   1. to comply with the condition in clause 3;
   2. not to allow access to the Software through the sharing of a User Account by more than one individual person;
   3. not to copy the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
   4. to keep all copies of the Software and Documentation secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software and the Documentation;
   5. to include copyright notices on all entire and partial copies you make of the Software and Documentation on any medium;
   6. not to distribute, disclose, sub-licence, sell, resell, give away, loan, lease, rent, pledge, create a security interest in, transfer or transmit in any manner any Software and/or Documentation, whether temporarily or permanently;
   7. not to modify, adapt, vary, translate, merge, reverse engineer, decompile, disassemble or convert into human readable form any Software;
   8. not to create derivative works based on the whole or any part of the Software, nor attempt to do any such thing except to the extent (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Software with another software program, and provided that the information obtained by you during such activities:
      1. is used only for the purpose of achieving inter-operability of the Software with another software program;
      2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
      3. is not used to create any software which is substantially similar to the Software;
   9. not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
   10. not to use the Software in a manner that violates laws or rights of others;
   11. not to use the Software:
       1. where failure of same may result in a risk of property damage, death or personal injury; or
       2. in any situation requiring fail-safe controls or fail-proof delivery of information, including, without limitation any operations involving radioactive or hazardous materials, aircraft navigation or communication systems, air traffic control, direct life support systems, weapons systems, or any environment where a defect or failure could lead to death, personal injury, or physical or environmental damage;
   12. not to engage in any activity that uses the Software to interfere or disrupt services or any computer, software, network or other device;
   13. where applicable, to supervise and control use of the Software and ensure that the Software is used by your employees, workers (including agency workers) and contractors in accordance with the terms of this Licence;
   14. not to provide or make available the Software in whole or in part in any form to any person (other than, if applicable, your employees, workers (including agency workers) and contractors) without prior written consent from us;
   15. to comply with any relevant third party terms (such as Google Maps, https://www.google.com/intl/en_ALL/help/terms_maps.html.) when using the Software; and/or
   16. not to attempt, or cause, permit or encourage any other person to do any of the foregoing.
5. PROTECTIVE MEASURES. Software may contain technological measures designed to prevent illegal use or other violation of this Licence or applicable law. Such measures include disabling of the Software and features that automatically transmit information regarding your use of the Software. You hereby consent to the transmission of such technical information to us and agree not to circumvent or attempt to circumvent such measures.
6. UPDATES AND PATCHES. We may improve our Software from time to time, which will cause Software updates to be automatically installed with or without prior notification to you. You may not install or use any update except in conjunction with the Software for which it is intended. Upon installation of any updates, you may only use the Software as modified or replaced by the updates.
7. COMPLIANCE. You shall comply with this Licence, any ancillary terms incorporated herein by reference, and all applicable laws, including export control laws and regulations of the United Kingdom. You shall not export or re-export any Software directly or indirectly in contravention of such laws and regulations.
8. SECURITY. You shall keep all user identifications and passwords (your “Login Credentials”) secure. We will be entitled to treat all communications, instructions and transactions as authorised by you if your Login Credentials are used. You are solely responsible for any actions taken using your Login Credentials. If you believe the security of your Login Credentials has been compromised, or you suspect unauthorised use, you must notify us immediately by email to support@over-c.com; If we suspect, in our reasonable opinion, fraudulent or unauthorised activity on your account, we reserve the right to disable any Login Credentials and will use reasonable efforts to contact you.
9. INTELLECTUAL PROPERTY RIGHTS. You acknowledge that: (a) all Intellectual Property Rights (as defined in clause 14) in the Software and the Documentation, anywhere in the world, belong to us; (b) rights in the Software are licensed (not sold) to you; (c) you have no rights in, or to the Software or the Documentation other than the right to use them in accordance with the terms of this Licence; and (d) you have no right to access the Software in source code form. 
10. OWNERSHIP.
    1. Notwithstanding anything to the contrary in this Licence, and notwithstanding any reference to the sale of any Software to you, except for the rights expressly granted to you under this Licence, all right, title and interest in the Intellectual Property Rights (as defined in clause 14) and other proprietary rights in and to the Software and the Documentation and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by us and our licensors.
    2. You shall not remove or attempt to remove any marks, labels and legends from the Software and/or Documentation.
    3. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that is provided or made available to us (whether directly or through a Reseller) arising from or related to your use, testing, integration or evaluation of Software, our website or in the course of utilising support, maintenance or other services, shall become our exclusive property and may be used by us to modify, enhance, maintain and improve our Software or otherwise, without any obligation or payment to you or to any of your customers or (where applicable) employees, workers (including agency workers) and contractors whatsoever.
11. OUR LIMITED SOFTWARE WARRANTY
    1. We warrant that during the Warranty Period (as defined in clause 11b) the Software (excluding beta, test or demonstration products or product versions) will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the written specifications contained in the Documentation, subject to any limitations and conditions in the Documentation and/or this Licence (“Warranty”).
    2. Subject to clause 11(g), “Warranty Period” means 90 days commencing on the date of download.
    3. If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us remedy the defect or fault.
    4. The Warranty does not apply:
       1. if the defect or fault in the Software results from you having altered or modified the Software and/or any device upon which it is used; or
       2. if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
    5. We reserve the right at our sole discretion to replace any Software with a more current version or model.
    6. We also reserve the right to charge you return shipping and a service fee if we determine that your warranty claim was not justified.
    7. The remaining Warranty Period for any Software that we repair or replace is the actual remaining Warranty Period for the replaced or repaired Software.
12. CONDITIONS AND EXCLUSIONS.
    1. You are required to promptly inform us of any claim under the Warranty contained in clause 11 and in any event, within 10 days of the date when you did notice or could reasonably have noticed the defect or other basis of your claim.
    2. Any software, products or devices of a third party that are subject to third party terms and, more generally, any software, products or devices made or supplied by third parties are not covered by our Warranty and we are not responsible for malfunctions by or in such software, products or devices.
    3. If you use your own software and/or you need to purchase, licence or procure products, software, data or services from third parties to enable the full use or functionality of our Software, you are responsible for ensuring that all such products, software, data or services meet our minimum requirements.
13. LIMITATION OF LIABILITY.
    1. You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software, as described in the Documentation, meet your requirements.
    2. We only supply the Software and Documentation for internal use by your business, and you agree not to use the Software and/or Documentation for any re-sale purposes, unless otherwise agreed in writing by us.
    3. 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 this Licence for: (i) loss of profits, sales, business or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss or corruption of data or information; (v) loss of business opportunity, goodwill or reputation; (vi) any indirect or consequential loss or damage; or (vii) any loss or damage arising from or related to any modification, interruption, suspension, failure or discontinuance of the Software not caused by us, any loss, deletion, corruption or failure to store or transmit any of your data, the completeness or accuracy of your data or any other communications, a third party’s unauthorised access to your data or communications transmitted through the Software, your failure to update your registration information, or your failure to keep your Login Credentials secure.
    4. Other than the losses set out in clause 13c (for which we are not liable) and subject to clause 13e and our obligations to you pursuant to clause 14b, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the lesser of: (i) the amount you have paid for the Software in the 12 month period immediately preceding the time the cause of action arose; or the limitation of liability in any terms incorporated into this Licence by reference (including, without limitation, any third party terms including any terms of purchase of the Software);
    5. Nothing in this Licence shall limit or exclude our liability for: (i) death or personal injury resulting from our negligence; (ii) fraud or fraudulent misrepresentation; (iii) breaches of data protection; and (iv) any other liability that cannot be excluded or limited by the laws of the Republic of Ireland.
    6. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, 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 and Documentation 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.
    7. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (i) ANY OF THE SOFTWARE WILL MEET YOUR BUSINESS OR OTHER REQUIREMENTS; (ii) THE SOFTWARE WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; (iii) THE SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE, RELIABLE OR CURRENT; (iv) THAT ANY ERRORS IN THE SOFTWARE CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED.
    8. WE ACCEPT NO RESPONSIBILITY FOR, AND DO NOT WARRANT THE ACCURACY, CURRENCY OR RELIABILITY OF ANY REPORT, OUTPUT, DATA PREPARED BY OR WITH THE ASSISTANCE OF THE SOFTWARE OR ANY OTHER RESULTS OBTAINED FROM THE USE OF THE SOFTWARE.
    9. WE DO NOT ENDORSE, AND MAKE NO REPRESENTATION, OR WARRANTY WITH RESPECT TO, AND ASSUME NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR: (i) ANY THIRD PARTY PRODUCTS, SOFTWARE, DATA OR SERVICES, OR ANY FAILURE, DEFECT OR INABILITY TO USE ANY OF THE FOREGOING THAT YOU MAY REQUIRE TO USE TO ACCESS ANY FEATURES OR FUNCTIONS OF THE SOFTWARE; OR (ii) ANY THIRD PARTY WEBSITES OR SIMILAR FACILITIES WHICH WE MAY IDENTIFY OR LINK TO FROM OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, THIRD PARTY: CELLULAR, HANDSETS AND TABLETS, RADIO FREQUENCY IDENTITY TAGS, NEAR FIELD COMMUNICATION TAGS, BLUETOOTH BEACONS, GEOGRAPHIC POSITIONING OR NAVIGATION DEVICES, COMMUNICATION DEVICES, MAPPING SOFTWARE AND DATA, COMPUTERS, OPERATING SYSTEM SOFTWARE, NETWORKING EQUIPMENT, HARDWARE, SOFTWARE OR SYSTEMS, WEBSITE OR SIMILAR SITE, INTERNET SERVICE, TELECOMMUNICATIONS SERVICE, WIRELESS SERVICE OR CELLULAR SERVICE, WHETHER OR NOT SUPPLIED DIRECTLY OR INDIRECTLY BY US.
14. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
    1. For the purpose of this Licence “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
    2. We will defend or, at our option, settle, any claim or action brought against you to the extent that it is based on a claim or action alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this Licence infringes the EU Intellectual Property Rights of a third party (“Infringement Claim”) and shall pay you the reasonable costs incurred by you as a result of an Infringement Claim, provided that you: (i) notify us promptly and within no more than 10 days after your receipt of notice of such claim in writing; (ii) do not admit liability; (iii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so; and (iv) that you have complied in all respects with the terms of this Licence at all times.
    3. Should any of our Software or any part thereof become, or, in our sole opinion, is likely to become, the subject of an Infringement Claim, we may, at our option and expense take such reasonable action we deem is necessary with regard to the Software in order to protect ourselves and you from any Infringement Claims (including substituting the Software for non-infringing Software).
    4. We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) any admission of liability, compromise or settlement made by you without our prior written consent, or for any legal fees or expenses incurred by you in connection with such claim; (ii) use of the Software in combination with any hardware or software not supplied or specified by us if the infringement would have been avoided by the use of the Software not so combined; (iii) the use of a non-current release and/or version of the Software; (iv) the use of any Software in breach of this Licence; (v) any third party software or products that are provided with the Software, or any third party products, software, or other items that we did not provide to you directly or via our authorised Resellers; (vi) the incorporation or integration into our Software of any third party product, software, service, data, information or other material (including your own) that is not supplied by us or expressly identified by us in the Documentation as being required for the use and operation of our Software; (vii) the use or operation of any of our Software, in any manner or for any purpose other than as expressly specified in the Documentation; (viii) any modification, alteration, change, enhancement, customisation or derivative work of the Software made by anyone other than us; (ix) any use of data that is collected through the operation of or generated by our Software; or (x) any reselling or distribution of our Software without our express written consent.
    5. Clause 14 states our entire liability and your sole and exclusive remedies with respect to any Infringement Claim.
15. INDEMNIFICATION. YOU SHALL INDEMNIFY AND COVENANT TO PAY LICENSOR FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING REASONABLE LEGAL COSTS AND FEES) SUFFERED OR INCURRED BY LICENSOR ARISING OUT OF OR IN CONNECTION WITH: (a) THE ENFORCEMENT OF THIS LICENCE; AND (b) ANY CLAIM, DEMAND, COMPLAINT OR ACTION BY A THIRD PARTY (INCLUDING BUT NOT LIMITED TO ACTUAL OR ALLEGED INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF DOMESTIC OR FOREIGN PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS) IN CONNECTION WITH YOUR BUSINESS ACTIVITIES OR IN ANY WAY ARISING OUT OF OR INCIDENT TO ANY EXCLUDED CLAIMS.
16. TERMINATION.
    1. We reserve the right to terminate this Licence in whole or in part by written notice to you if: (i) you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; (ii) we determine that any registration information you submit or any update thereof is not true, accurate, complete or current; (iii) you take any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), have a receiver appointed over any of your assets or cease to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (iv) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or (v) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Licence have been placed in jeopardy.
    2. You may terminate the grant of rights to use the Software by ceasing use of same.
    3. Upon any termination of this Licence: (i) any and all rights granted to you under this Licence shall immediately cease; (ii) you shall destroy or delete all copies of the Software and Documentation in your possession or control; (iii) if so requested by us, you shall certify in writing that all copies of the Software and Documentation in your possession or control have been destroyed or deleted; and (iv) you shall immediately cease to use the Software and Documentation.
    4. We have no obligation to safeguard or transmit to you any data that you may have stored through the use of the Software. It is your sole responsibility to back-up and if necessary, retrieve any such data.
17. PRIVACY. When you provide your data through the Software to us, we handle it according to our Privacy Policy, which describes, in particular, the manner by which we protect your data, where we process your data, and your rights as the data subject. You can find and read our Privacy Policy at over-c.com/privacy-policy.php.
18. ASSIGNMENT
    1. This Licence and any rights granted to you under it may not be transferred or assigned by you (including, without limitation, the granting of any security interest in the Software), in whole or in part, without our prior written consent.
    2. Subject to the foregoing, this Licence will endure to the benefit of and be binding upon the respective successors and permitted assigns of you and us.
    3. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
19. GOVERNING LAW AND JURISDICTION. This Licence, its subject matter and formation (and any non-contractual disputes and claims) are governed by the laws of the Republic of Ireland. We both irrevocably agree to the exclusive jurisdiction of the courts of the Republic of Ireland.
20. ENTIRE AGREEMENT.
    1. This Licence constitutes the entire agreement between us for use of the Software and Documentation and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, given by us or our Reseller, relating to its subject matter.
    2. You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) regarding the Software and Documentation that is not set out in this Licence.
    3. You agree that you shall have no claim against us for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
    4. Nothing in this clause shall limit or exclude any liability for fraud.
21. SEVERABILITY. If any provision or part-provision of the Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Licence.
22. AMENDMENTS. You agree that we may change the terms of this Licence from time to time by notifying you via our website (https://over-c.com), email or other means (including via our Reseller). You agree to accept any changes to this Licence and any applicable third-party terms.
23. NOTICE
    1. Any notice given to a party under or in connection with this Licence shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) in the case of the Licensee, sent by email to the email address you provided for this purpose.
    2. Any notice shall be deemed to have been received: (i) when delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am (local time) on the second business day after posting or at the time recorded by the delivery service; or (iii) if sent by email, at 9:00am (local time) on the next business day after transmission.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action.
24. WAIVER. If we fail to insist that you perform any of your obligations under this Licence, 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.

Revised: 14^th January 2020 (Version 7)