Jadu Application Software License Agreement

WARNING: PLEASE READ CAREFULLY BEFORE ATTEMPTING TO USE THE SOFTWARE/ SOURCE CODE. BY USING THE SOFTWARE YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.

This Jadu Application Software / Source Code is licensed, not sold, to you by Jadu Limited ("Jadu") under the terms of this license. Jadu retains ownership over the software itself and reserve all rights not expressly granted to you. The terms of this license will govern any software upgrades provided by Jadu that replace and/or supplement the original Jadu software product, unless any such an upgrade includes a separate or newer license agreement in which case the terms of that license will govern such an upgrade.

Jadu will defend its copyright, trade marks and intellectual property vigorously and to the full extent of the law.

This license is between you ("the Licensee") and Jadu:

A. The Licensee

B. Jadu Limited. It is a condition of your use of the Software/ Source Code that you accept the terms of this License, in addition to any license with any third party such as a distributor of the Software/ Source Code. If you do not accept these terms, you must not use the Software/ Source Code, and you should return it to Jadu (or the distributor or sub­licensor from whom you acquired the Software/ Source Code) or delete the Software/ Source Code and confirm you have done so to Jadu in writing.

1. Definitions

"Software" means the application(s) licensed pursuant to the terms of this Agreement and downloaded from the Jadu MarketPlace. Including widgets, gadgets, forms, form components and mobile applications.

"Source Code" means the Software/ Source Code which is made available to Licensee on acceptance of the terms of this License; "Unsupported" means that the Software/ Source Code is not covered under any Jadu Support Agreement and therefore Jadu has no obligation to maintain or update or upgrade or deal with any defects or problems or other maintenance or support issues.

"Upgrade" - From time to time Jadu may release software updates to the version of the Jadu software you originally purchased. Jadu will provide you any such updates that it may release up to, but not including, the next major release of the Jadu software, for free. For example, if you originally purchased version 1.x of the Jadu Software, Jadu would provide you for free any software updates it may release (e.g. version 1.2 or 1.3) up to, but not including, version 2.x of the Jadu Software.

"Documentation" means any documentation in paper, digital or other form that accompanies the Software/ Source Code;

"Server"  and "Device" means the computer or mobile phone on which the software is installed;

"Intellectual Property Rights" means all copyright; moral rights; patent rights; trade or service marks; design right; rights in or relating to databases; rights in or relating to confidential information; rights in relation to domain names; privacy or publicity rights and any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements;

2. License

2.1a This license is limited to a non-transferable license to use the Jadu Software /Source Code within any Jadu platform product  that you have license to use as permitted by the Jadu End User License Agreement (EULA). You may not resell, distribute or make the Jadu Software /Source Code available over a network where it can be accessed by any persons not licensed under your Jadu EULA. You may not lend, lease, rent, sell, distribute or sub-license the Jadu Software /Source Code.

2.2b Licensee and any User of the Software understand and agree that no entity other than Jadu shall be permitted to reverse engineer, disassemble, attempt to derive the source code, modify or create derivative works of the Jadu Software /Source Code .

2.3 Licensee shall not allow a third party to access or modify all or part of the Software/ Source Code; Distribute, License, sub­ license, lease, lend, transfer or otherwise dispose of any interest in the Software/ Source Code to any third party or otherwise allow other parties to use or have access to the Software/ Source Code or Software without the prior written permission of Jadu; or otherwise use the Software/ Source Code in any manner not permitted by this License; No part of this Software/Source Code may be separated or removed from the original.

2.4 Licensee shall not make any disclosure of the Software/ Source Code to any third party without prior written consent from Jadu. Any changes to the Software/ Source Code made by the Licensee without consent or notification to Jadu will be over written during the upgrade process and in such an event, Jadu is neither responsible or liable for loss of data, functionality or any financial loss.

2.5 If the Jadu Software/Source Code is provided to the Licensee free of charge, Jadu has no obligations pursuant to this agreement to provide support, patches or upgrades.

2.6 If the Jadu Software/Source Code uses API requests provided free of charge by a third party that later becomes a charged service, Jadu has no obligations pursuant to this agreement to pay associated charges. Payment for associated charges will be the responsibility of the Licensee.

3. Disclaimer of Warranty and Limitation of Liability

3.1 The Software is provided under license by Jadu and has been tested according to the Jadu's quality assurance procedures.

3.2 Jadu does not guarantee that the Software/ Source Code will be error free but will, in such an event when an error is detected, ensure appropriate measures are taken to resolve technical issues.

3.3 Jadu does not accept any liability or responsibility resulting from the Licensee's use or modification of the Software/ Source Code whether in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising.

3.4 Unless otherwise agreed under the terms of any separate Jadu Support Agreement, Jadu has no other obligations in respect of technical support, maintenance or bug fixes. Furthermore, Jadu does not accept any liability for indirect or consequential loss, or for any loss of profits or data.

3.5 Jadu does not seek to limit its liability for death or personal injury caused by its negligence or fraudulent misrepresentation. The licensee's statutory rights are unaffected by these provisions.

3.6 The Software/Source Code may require the use of a third party Application Programming Interface (API). Where such services are required for the Software/Source Code to function, Licensee will hold Jadu harmless and with out any obligations or liabilities whatsover to restore the service in the event of the Third Party's failure to maintain the API service.

4. Indemnity

Licensee and Users hereby agrees to indemnify Jadu against any content held within the Jadu software system. Jadu is not responsible for any content, data, files, documents or links held within the Jadu software system database.

Licensee and Users hereby agrees to indemnify, defend and hold Jadu harmless and its directors, officers, employees, agents, representatives from and against all demands, claims, actions, causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties, legal fees and expenses ("Damages"), that may be made against the licensee of Jadu by any person, as a direct or indirect result of, or in any way related to, any breach of Licensee's obligations or representations hereunder, any modification(s) to the Software/ Source Code, or any use by Licensee of the Software/ Source Code or any ancillary documentation supplied pursuant to this License.

5. Copyright, IP Rights and Confidential Information

5.1 Copyright and all other intellectual property rights whatsoever in the Software/Source Code is the property of Jadu. Save as set out in Clause 2, this License does not grant Licensee any intellectual property rights in the original Software/ Source Code and the original and all copies of the Software/Source Code shall remain the property of Jadu. Jadu reserves the right to monitor and store usage and statistical data of the Software/Source
Code generated by the Software/Source Code in a manner it sees fit both for the improvement of the Software/ Source Code and for the provision of data to use as it sees fit commercially and in confidence; such collected data shall be deemed confidential all times by both Licensee and Licensor.

5.2 Licensee and Users will ensure that all copies of the Software/Source Code at all times bear the notices contained in or on the original copy of the Software/ Source Code supplied to Licensee and shall not remove any notices, labels, or markings on the Software/ Source Code including any Software/ Source Code header files or otherwise.

5.2a Licensee and Users will ensure that it does not expose the Software/Source Code to any other party for any purpose unless otherwise agreed in advance and in writing by Jadu.

5.3 The Software/Source Code and key information including documentation provided to Licensee relating to the Software/ Source Code is confidential information of Jadu and, without prejudice to the provisions of any applicable non disclosure agreement, Licensee will use the same degree of care to keep such information confidential as it uses for its own confidential information.

5.4 Where Software/Source Code requires the use of a third party Application Programming Interface (API), Jadu are not liable for the licensees infringement of third party copyright.

6. Termination

Any breach of this license may result in Jadu withdrawing this license and any support agreements at its own discretion

7. Export Control

Not withstanding any other restrictions in this License, Licensee will comply with all applicable laws, rules, any regulations governing the export, import or re­export or re­import of the Software/ Source Code or any products or work deriving from the Software/ Source Code ("Export Controls") and will obtain all necessary licenses, permits or similar. Licensee will, if reasonably requested by Jadu, provide all necessary or appropriate assistance and information to Jadu at all relevant times to enable Jadu to comply with its Export Controls obligations.

8. Law and Jurisdiction

If Licensee is resident or has their principal place of business located outside the United Kingdom, these terms and conditions shall be construed in accordance with and governed by English Law, and each party agrees to submit to the exclusive jurisdiction of the English Courts.