This End-User License Agreement (hereinafter referred to as "Agreement") hereby entered into between ASKFLOW LTD, company number 14847777, located at 15a North Villas, London, England, NW1 9BJ, UK ("Licensor", “We”, “Us”), and you, (hereafter referred to as “You”, “Customer”).
This Agreement is a legal document between ASKFLOW LTD as the Licensor and You as the Customer to govern your use of the Askflow Software, which will help you easily create product recommendation quizzes that work 24/7 to turn your website, visitors, into customers by matching them with the best-fit product.
If you buy, download, use or get access to the Software and/or Content, you are agreeing to follow the rules of these end-user license Agreement terms.
For the purpose of this Agreement “Software” means the software program provided to You by the Licensor through your account at the website https://www.askflow.io (hereinafter referred to as “Website) including, but not limited to, object code version of the software product together with the Documentation, and all third-party software that the Licensor may have purchased or licensed from third parties and delivered to the Customer, as well as any Updates provided by the Licensor to Customer pursuant to this Agreement.
The Software, among other things, includes the Content - text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You through access to the Software and/or the Website, regardless of the form of that content, including the content of the Website, as well as Documentation - the official explanatory materials in the printed, electronic or online form provided by the Licensor to the Customer on the use of the Software.
Please, note, that within the scope of this Agreement, the Software is licensed, not sold, to You by the Licensor for use strictly in accordance with the terms specified herein.
In order to register, You must provide true and valid information about yourself. If the Customer is a legal entity, its representative must have valid legal authority to represent that entity.
Each Customer may have only one account. Customers are solely responsible for any activity on their accounts. Logins and passwords are confidential information of the Customer. If a third party obtains information about a Customer’s account, that Customer shall be solely responsible for all possible consequences.
The Customer bears full responsibility for the legality and correctness of data provided during registration. The Customer is obliged to immediately notify us of any changes to their data, in particular to their e-mail address. We are not liable for any damage caused to Customer in connection with the lack of data updating.
We reserve the right to accept or reject any applicant and are under no obligation to offer any reason for rejection. We are not obligated to notify an applicant of an incomplete or faulty application.
Scope of License. Under the terms of this Agreement, you as Customer are granted by Licensor a non-exclusive, non-transferable, non-assignable, restricted license during the term set forth in this Agreement, to access, install, and use one copy of the Software for Customer’s own business purposes only.
Intellectual Property. Title to the Software, Updates and all patents, copyrights, trade secrets and other worldwide proprietary and intellectual property rights in or related thereto are and will remain the exclusive property of the Licensor and our licensors. Customer may not remove any titles, trademarks or tradenames, copyright notices, legends, or other proprietary markings in or on the Software, documentation and will not acquire any rights in the Software, except the limited license specified in this agreement. Licensor and its licensors own all rights in any copy, translation, modification, adaptation or Derivative Works of the Software, including any improvement or development thereof.
Licensor retains all rights not expressly granted to Customer in this Agreement. Customer shall promptly notify Licensor in writing upon discovery of any unauthorized use of the Software or Documentation or infringement of the Licensor’s proprietary rights in the Software or Documentation.
For the purpose of the Agreement, the term “Derivative Works” means a revision, enhancement, modification, translation, abridgement, condensation, or expansion of Software or any other form in which such Software may be recast, transferred or adapted, which, if used without the consent of the Licensor, would constitute a copyright infringement.
Restrictions on Use. Customer may not use the Software to provide hosted or service bureau services to the general public or any third-party entities. Customer acknowledges the Software and Documentation are proprietary to Licensor and may not be distributed to any third parties. The license granted herein is subject to the specific restrictions and limitations set forth herein, and/or any additional licensing restrictions and limitations specified in the Documentation.
You as a Customer shall not: (a) Allow third parties or develop methods for the third parties to use the Software; (b) sell, rent, lease, use collectively, record, license, sublicense, share, distribute, publicly communicate, transfer or exploit in any other manner the Software or Documentation; (c) decompile, disassemble, or reverse engineer the Software, in whole or in part, and Customer shall not attempt to obtain in any other manner any Software source code, and shall not carry out any action to the detriment of Licensor’s intellectual property rights or those of its suppliers; (d) make copies, execute, publish, or reproduce Software or Documentation, unless expressly authorized in this Agreement (and all copies must maintain Licensor’s copyright notices); (e) develop any Derivative Works or any type of software program based on the Software, Documentation, or any other Confidential Information of Licensor; (f) make available, reveal, disclose, offer, or allow the use of Software by third parties, without the prior written consent of Licensor; (g) alter or modify the Software without the prior written consent of Licensor; (h) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, including without limitation any mechanism used to restrict or control Software functions; (i) provide or offer access to any third parties to any restricted online access keys or authentication passwords provided by Licensor for downloading Software; or (j) disclose to any third party any benchmarking or comparative study involving the Software or Documentation.
The access to the Software under the terms of this Agreement is provided by Licensor within the License period on a full prepayment basis. The License Period for the Software shall commence on the day of providing the initial payment by the Customer and shall expire at the end of paid subscription plan (hereinafter referred to as the Licensed period).
To start enjoying the Software within the License Period Customer shall pay the initial payment of an amount equal to the License Fee, specified on the Website or provided to the Customer individually by the Licensor via email or other electronic means.
Any payments made by Customer in accordance with this Agreement shall, once they are paid, not be refundable nor creditable for any reason whatsoever, unless otherwise expressly provided herein.
Such License fee does not include installation or maintenance of the Software, database conversion, or taxes, all of which costs and taxes shall be the obligation of Customer.
The license fees communicated on the Website for the use of the Software may be changed by Licensor without any notice and may apply to further (non-paid) period(s) of the use of Software.
Failure to pay the Fees by Customer shall result in the immediate cancellation of the access to the Software without any liability of Licensor.
Because we are working on improving the best technology practices and the newest developments of our Software, we reserve the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice to Customer. Also, Licensor may from time to time provide enhancements or improvements to the features/functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications.
Updates may modify or delete certain features and/or functionalities of the Software. Along with that, you agree that the Licensor has no obligation to provide any Updates or continue to provide or enable any particular features and/or functionalities of the Software to You.
You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this Agreement.
Unless otherwise expressly provided herein, the maintenance and support of the Software are not within the scope of this Agreement. Along with that, to the extent that any maintenance or support may be required by applicable law, Licensor shall furnish any such maintenance or support within the necessary scope.
Subject to the scope of the agreement, that may be concluded by Parties additionally, Licensor may provide to the Customer a full volume of services related to the support and implementation of best practices of Software usage.
The Software may display, include or make available third-party content (including data, information, applications and other products and services) or provide links to third-party websites or services.
Customer acknowledges and agrees that the Licensor shall not be responsible for any third-party services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Licensor does not assume and shall not have any liability or responsibility to Customer or any other person or entity for any third-party Services.
Customer shall comply with applicable Third parties' Terms of agreement when using the Software. Third-party Services and links thereto are provided solely as a convenience to the Customer, and Customer accesses and uses them entirely at their own risk and subject to such third parties' Terms and conditions.
Except as amended hereby, this Agreement shall remain in full force and effect.
Customer may terminate this Agreement and the licenses granted hereunder upon written notice submitted not later than within 20 (twenty) working days before the end of the License Period. Upon termination of this Agreement, Customer shall cease all use of the Software and delete all copies of the Software.
Licensor may terminate this Agreement upon written notice of termination for a breach to Customer if Customer materially breaches any term of this Agreement.
Notwithstanding the generality of the foregoing, if, in Licensor's reasonable judgment, Customer's breach materially infringes or impairs Licensor's intellectual property or other proprietary rights in the Software, Licensor may terminate this Agreement immediately without any notice and indemnification.
Licensor may terminate this Agreement by sending written notice to Customer effective immediately upon any enactment or amendment of law or regulation or any act of governmental authority or any other circumstances beyond the control of Licensor arose after the execution of this Agreement which shall in the reasonable opinion of the Licensor make the performance of this Agreement impossible or unreasonably difficult for the Licensor or could adversely affect the Licensor’s proprietary right on the Software.
Termination of this Agreement will not limit any of the Licensor's rights or remedies at law or in equity in case of breach by You of any of your obligations under the present Agreement.
You agree to indemnify and hold Licensor and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
The Licensor shall not be obligated to indemnify or defend Customer with respect to any third-party claim arising out of or relating to the Software use.
The Software is provided to You on an "AS IS" and "AS AVAILABLE" basis and with all possible faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Licensor, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of a course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Licensor provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Licensor nor any of its service providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Software or the information, content, and materials or products included thereon; (ii) that the Software will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Software.
Notwithstanding any damages that You might incur, the entire liability of the Licensor and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Software or USD 100 if You haven't made any payment for Licensor.
To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Software, third-party software and/or third-party hardware used with the Software, or otherwise in connection with any provision of this Agreement), even if Licensor or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
You expressly understand and agree that Licensor, its subsidiaries and affiliates, and its licensors shall not be liable to You under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by You, including any loss of data, whether or not Licensor or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
Severability. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver. Except as provided herein, the failure to exercise a right or to require the performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
United State, the UK and the EU Legal Compliance. You represent and warrant that (i) You are not located in a country that is subject to the United States, the UK or the EU governments or authorities sanctions or embargo, or that has been designated by the specified above governments as a "terrorist supporting" country, entity or individual, and (ii) You are not listed on any such governments’ lists of prohibited or restricted parties.
Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time without previous notice to Customer.
By continuing to access or use the Software after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Software and indemnify Licensor from any liability.
The laws of England and Wales, excluding its conflicts of law rules, shall govern this Agreement and Your use of the Software. Please, note, that Your use of the Software may also be subject to other local, state, national, or international laws.
The Agreement constitutes the entire agreement between You and the Licensor regarding your use of the Software and supersedes all prior and contemporaneous written or oral agreements between You and Licensor.
You may be subject to additional terms and conditions specified in separate contracts, that may apply when You use the Software or purchase other Licensor's products and/or services. In this case, in any controversy, provisions of such separate contracts prevail over relevant provisions of this Agreement.