Eula

SOFTWARE Licence Agreement

PLEASE READ THIS LICENCE AGREEMENT CAREFULLY BEFORE CONTINUING. IF YOU DO NOT ACCEPT THE TERMS OF THIS LICENCE, YOU MUST NOT INSTALL OR USE THE SOFTWARE.

This End User Licence Agreement (“EULA”) is a legal agreement between you, the Customer and Generis Enterprise Technology Limited of 25 Wilton Road, London SW1V 1LW, the Provider.

This EULA covers the following applications:

CARA File Manager
CARA Mobile App
CARA Plugin for IntelliJ

and the associated Documentation. This EULA grants a licence to use the Software and the Documentation in accordance with the SaaS Agreement for the use of CARA between the Provider and the Customer. The terms and conditions of this EULA apply between the Authorised User and the Provider. All rights granted to the Authorised User herein are also subject to the terms and conditions of the SaaS Agreement which remain unaffected by this EULA.

1. Definitions and Interpretation

In this EULA, unless the context otherwise requires, the following expressions have the following meanings:

“Authorised User” – means an individual authorised by the Customer to use the Software;
“Customer” – means the Customer who entered into a SaaS Agreement with the Provider for the use of the Provider’s software CARA
“Documentation” – means any Software documentation published at docs.generiscorp.com;
“Licence Fee” – means the licence fee paid by the Customer to the Provider for the relevant application;
“Software” – means the CARA File Manager, the CARA Mobile App, and the CARA Plugin for IntelliJ application respectively;
“you”, “your” – means the Customer and its Authorised User(s).

2. Accepting or Rejecting this EULA

2.1 By clicking the “Accept” button below, you indicate your acceptance of this EULA and the terms and conditions set out herein, which will become binding on you upon your acceptance.
2.2 By clicking the “Reject” button below, you indicate your rejection of this EULA and the terms and conditions set out herein. If you do not accept the terms and conditions of this EULA, you must not install or use the Software.

3. Ownership of the Software and Documentation

3.1 The Software and the Documentation and all intellectual property rights therein (including, but not limited to, copyright) belong to the Provider. This EULA does not grant to you (or sell to you) any rights of ownership in the Software or the Documentation. This EULA grants you a licence to use the Software and the Documentation in accordance with the terms and conditions of this EULA only.
3.2 The Provider also retains ownership of any and all copies of the Software or the Documentation and all intellectual property rights therein, regardless of the form in which the copies may exist.

4. Grant and Scope of Licence

4.1 In consideration of the Customer’s payment of the applicable Licence Fee and acceptance of this EULA, the Provider hereby grants to you a limited, non-exclusive, non-transferable licence to:

a) download, install,and use the Software, in accordance with the terms and conditions of this EULA, for business purposes only on this device owned, leased, or otherwise controlled by you;
b) use any Documentation in accordance with the terms and conditions of this EULA, for business purposes only;
c) where the Software is licensed for installation and use on one computer or device, you may transfer the Software to another computer or device provided that the Software is not used on more than one computer or device simultaneously.

4.2 The licence granted hereunder also extends to any and all free updates, patches, fixes and similar that the Provider may provide.

5. Licence Restrictions

5.1 You may not make copies of the Software or Documentation or any part thereof except where such copying is necessary to support the normal use of the Software in accordance with this EULA or is necessary for backup, archival, or other security purposes.
5.2 You may not translate, reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Software (or any part thereof) except as expressly permitted by law or this EULA. Sections 50B and 296A of the Copyright Designs and Patents Act 1988 permit such actions only where they are necessary to obtain information necessary to create an independent software program which can be operated with the Software or with another software program (“the permitted objective”). The information obtained from such actions must not be used for any other purpose.
5.3 The actions described in sub-Clause 5.2 will not be permitted if you:

a) already have readily available to you the information necessary to achieve the permitted objective;
b) do not confine the decompiling to such acts as are necessary to achieve the permitted objective;
c) supply the information obtained by the decompiling to any person to whom it is not necessary to supply it in order to achieve the permitted objective; or
d) use the information to create a software program which is substantially similar in its expression to the Software or to do any other act restricted by copyright.

5.4 You may not modify, adapt, alter, translate, or otherwise change the Software or Documentation or any part thereof or combine, incorporate in, or merge the Software with any other software.
5.5 You may not alter, delete, or otherwise obscure any notices of proprietary rights (including, but not limited to, copyright) or any product identification or restrictions on or in the Software or the Documentation. Any and all such notices must be included in full on all copies made of the Software or the Documentation, whether full or partial.

6. Transfer

The Software and Documentation are licensed only to you and your Authorised User(s). Neither you nor an Authorised User may rent, lease, sub-licence, sell, assign, pledge, transfer, or otherwise dispose of the Software or Documentation, on a temporary or permanent basis, without the prior written consent of the Provider.

7. Customer’s Undertakings

The Customer hereby undertakes and agrees that:

7.1 it will use and permit the use of the Software only by Authorised Users and in accordance with the bounds of the terms and conditions of this EULA; and
7.2 it and its Authorised Users will comply with all applicable laws, rules, and regulations governing technology control and export.

8. Limited Warranty

8.1 The Provider warrants that the Software will, when used on a computer or device which meets the system requirements set out above in Clause 2, materially conform with the Documentation and that the Documentation will correctly describe the Software and its functions in all material respects in accordance with the terms of the SaaS Agreement.
8.2 If you become aware of a defect or fault in the Software which results in the Software failing to perform substantially as described in the Documentation and inform the Customer to notify the Provider in writing, the terms of the SaaS Agreement shall apply.

9. Limitation of Liability

9.1 The Software and Documentation are provided for internal business use by the Customer and its Authorised Users.
9.2 The Provider shall not be liable to any Authorised User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this EULA for any damage or loss. The liability to the Customer shall be governed by the SaaS Agreement for CARA, no additional liability for the licence granted hereunder shall be created.
9.3 Nothing in this Clause 10 shall exclude or limit the Provider’s liability for death or personal injury resulting from the Provider’s negligence; for fraud or fraudulent misrepresentation; or for any other form of liability which cannot be limited or excluded under English law.

10. No Other Warranties or Liability

10.1 This EULA sets out the full extent of the Provider’s liabilities and obligations with respect to the Software and Documentation. Except as expressly set out in this EULA, the Provider is bound by no other conditions, warranties, representations, guarantees, or other terms, whether express or implied.
10.2 To the fullest extent permitted by law, any warranties, representations, guarantees, or other terms which may be implied or otherwise incorporated into this EULA whether by statute, common law, or otherwise, are hereby excluded.
10.3 In particular, the Provider does not warrant that the Software or the Documentation will meet your particular requirements or that the operation of the Software will be uninterrupted or error-free (subject to the limited warranty in Clause 9). It is your responsibility to ensure that the Software as described in the Documentation (and the Documentation itself, where appropriate) meets your requirements.

11. Changes to this EULA

11.1 The Provider reserves the right to amend the terms and conditions of this EULA at any time on written notice to you. You will be notified of such changes by notification in the application.
11.2 By continuing to use the Software and Documentation following receipt and service of notice of such changes as described above, you shall be deemed to have accepted the changes to this EULA.
11.3 If you do not accept the changes to this EULA, you must immediately stop all actions permitted under this EULA including, but not limited to, using the Software and Documentation.

12. Term and Termination of this EULA

12.1 This EULA is effective until terminated or until the SaaS Agreement between the Provider and the Customer is terminated, whichever occurs first. You may terminate this EULA at any time by fully uninstalling, deleting, or otherwise removing the Software from any and all computers or devices in your possession or control and deleting or destroying all copies of the Software and Documentation in your possession or control.
12.2 The Provider reserves the right to terminate this EULA immediately on written notice to you in the event that you commit a material or persistent breach of this EULA and (if the breach is capable of remedy) fail to remedy the breach within 14 calendar days after the service of a written notice from the Provider requiring you to do so.
12.3 In the event that this EULA is terminated for any reason:
a) All rights granted to you by this EULA shall discontinue;
b) You must immediately stop all actions permitted under this EULA including, but not limited to, using the Software and Documentation;
c) You must immediately and fully uninstall, delete, or otherwise remove the Software from any and all computers or devices in your possession; and
d) You must immediately delete, destroy, or return to the Provider (at the Provider’s option) all copies of the Software and Documentation in your possession or control [and, where the Provider requires the deletion or destruction of such copies, you must certify to the Provider that you have done so].

13. Privacy and Data Protection

13.1 All personal data that the Provider may use will be collected, processed, and held in accordance with the provisions of UK data protection legislation and your rights thereunder.
13.2 For complete details of the Provider’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, personal data sharing (where applicable), details of your rights and how to exercise those rights please refer to the Provider’s Privacy Policy available from https://www.generiscorp.com/privacy-policy/.

14. Assignment

14.1 The Provider may transfer its rights and obligations under this EULA to another party at any time. Your rights as the Customer under this EULA will not be affected by such a transfer.
14.2 This EULA and the licence granted to you under it are personal to you. Except where expressly permitted under this EULA, you may not transfer your rights and obligations under this EULA to another party without the Provider’s prior written consent.

15. No Waiver

No failure or delay by either party to this EULA in exercising any of its rights under this EULA shall be deemed to be a waiver of that right, and no waiver by either party to this EULA of a breach of any provision of this EULA shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

16. Entire Agreement

16.1 This EULA contains the entire agreement between the Provider and Customer with respect to its subject matter.

17. Severance

In the event that one or more of the provisions of this EULA is or are found to be unlawful, invalid, or otherwise unenforceable, that or those provision(s) shall be deemed severed from the remainder of this EULA. The remainder of this EULA shall be valid and enforceable.

18. Law and Jurisdiction

18.1 This EULA (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
18.2 Any dispute, controversy, proceedings or claim between the Parties relating to this EULA (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.