TERMS AND CONDITIONS
END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY BEFORE REGISTERING
This EULA is a legal agreement between you (the “Licensee”) and Earth Security Limited (“ESL”) in connection with the Licensee’s license (the “Software License”) to use the SDG Business Dashboard™ software product (the “Software Product”) on the terms and conditions contained in the Software Product and under this EULA.
The Software Product may include associated software components, media, printed materials and “online” or electronic documentation. By using the Software Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not use the Software Product.
The Software Product is protected by copyright and trademark laws and related international treaties, as well as, other intellectual property laws and treaties. The Software Product is licensed, not sold.
YOUR SDG BUSINESS DASHBOARD ACCOUNT
In order to use the Software Product you must create/own a SDG Business Dashboard™ account on the Site (“Account”).
Eligibility. By using the Software Product, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are thirteen (13) years of age or older upon registration; and (d) your use of the Software Product does not violate any applicable law or regulation, or any other obligation (including contractual obligation) you might have towards third parties.
Password. When you sign up to become a Member, you will also be asked to choose a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account or password of another Member at any time. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.
Term and Termination. This Agreement shall remain in full force and effect while you are using the Software Product. You may delete your Account and end your membership at any time, for any or no reason by sending us your request. You understand that termination of this Agreement and the Account you have created with us may involve deletion of your Account information from our live databases. We will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.
USE OF SOFTWARE PRODUCT
As the Licensee, you have the right to use the Software Product for one (1) Assessment in a twelve (12) month period succeeding acceptance of this EULA (the “Service Commencement Date”) in consideration of the amount paid in the Software Product for the Software License (the “Software License Fee”).
The Software License is expressly subject to ESL’s receipt from you of the applicable fees paid in full. There shall be no refunds for any amounts paid hereunder including without limitation the Software License Fee. Without prejudice to any other rights, ESL may terminate this EULA if you fail to comply with the terms and conditions set forth hereunder.
SDG Business Dashboard™ is a trademark of ESL. All rights, title and interest in the Software Product belong to and shall remain vested in ESL, as applicable. You acquire no rights in the Software Product except where expressly granted in this EULA.
You have no right to access the Software Product in source code form or in unlocked coding or with comments.
You shall not: (a) attempt to duplicate, modify or distribute any portion of the Software Product; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form any of the Software Product, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or (c) use the Software Product to provide services to third parties; or (d) transfer, temporarily or permanently, any of your rights under this agreement; or (e) attempt to obtain, or assist others in obtaining, access to the Software Product, other than as provided in this EULA. Unauthorized use may subject you to severe civil and criminal penalties.
Except as expressly stated herein, this EULA does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software Product.
All rights, title and interest in your organisation’s data that you enter into the Software Product (“Input Data”) belongs to and shall remain vested in you. It is your responsibility to keep copies of your Input Data and to take copies of any data generated from your Input Data through your use of the Software Product (“Output Data”).
You hereby grant to ESL a perpetual, transferable, irrevocable license to store, manipulate, transmit, copy, display, sub-license or otherwise utilise your Input Data and any Output Data in anonymised form for any purpose not restricted to the performance of this EULA, including but not limited to providing industry and sector based benchmarking to third parties.
You acknowledge that continued use of the Software Product by you shall constitute acceptance of the quality of the data captured and/or calculation output via the Software Product.
ESL warrants that it shall provide the Software Product in accordance with generally accepted applicable industry standards. The sole remedy for breach of the aforementioned warranty shall be re-performance of the particular service giving rise to the breach.
THE SOFTWARE PRODUCT IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. ESL AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE PRODUCT, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT, ARISING FROM A COURSE OF DEALING, OR THAT THE SOFTWARE PRODUCT WILL NOT CONTAIN TECHNICAL INACCURACIES AND BE ERROR FREE.
ESL and/or its suppliers may make improvements and/or changes in the products and/or the programs described herein at any time.
LIMITATION OF LIABILITY
In no event shall we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from your use of the Software Product, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to your use of the Software Product, will at all times be limited to the Software Licensing Fee.
ASSIGNMENT, COMMUNICATIONS, GOVERNING LAW, AND DISPUTE RESOLUTION
You shall not be entitled to assign this EULA or any rights hereunder. Any assignment made in violation of this provision shall be wholly void and invalid, the assignee shall acquire no rights whatsoever, and ESL shall not recognize, nor shall it be required to recognize, the assignment. ESL shall be entitled to sub-contract any of its and their obligations and to assign any of its and their rights under this EULA without requiring consent. Please contact ESL at the address set forth in the Software Product if you have any legal issues, questions or problems with this service. The governing law of this EULA shall be that of England and Wales excluding: (i) its conflicts of laws principles; and (ii) the United Nations Convention on Contracts for the International Sale of Goods. In the event of a dispute arising out of or relating to this EULA, including any questions regarding its existence, validity or termination, the dispute shall be referred to and finally resolved by arbitration in accordance with the UNCITRAL Arbitration Rules. The appointing authority shall be the London Court of International Arbitration and the number of arbitrators shall be one (1). The arbitrator shall have background and experience relevant to the transaction formalised in this EULA. The arbitration shall be a confidential proceeding, closed to the general public, and will take place in London, England. The language to be used in the arbitral proceedings shall be English. The decision rendered by the arbitrator will be binding upon the parties.