1.Definitions and Interpretations
1.1 In these Terms and Conditions, unless the context requires otherwise, the following expressions have the following meanings:
This Acceptable Use Policy ("AUP") sets forth the terms and conditions for the use of the Opuz Software and Services (collectively, the "Software") provided by Opuz Ltd, a company incorporated in England and Wales (registration number 14507890) having its registered office at Quad One, Becquerel Avenue, Harwell Campus, Didcot, Oxfordshire, OX11 0RA (the "Licensor").
By using the Software, you (the "Licensee") agree to comply with this AUP. The Licensor reserves the right to modify this AUP at any time. Any such modifications will be clearly communicated to the Licensee in writing, and published on the official website. The Licensee's continued use of the Software following the receipt of this communication or the update on the website signifies acceptance of the revised AUP.
2.General Use
2.1 The Licensee shall use the Software only for lawful purposes and in accordance with the terms and conditions set forth in the applicable licence agreement, this AUP, and all applicable laws and regulations.
2.2 The Licensee is responsible for ensuring that its use of the Software complies with all applicable laws and regulations, and for obtaining any necessary consents or authorizations in connection with its use of the Software.
3.Prohibited Activities
3.1 The Licensee shall not use the Software to engage in any activity that is illegal, harmful, abusive, harassing, threatening, discriminatory, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or otherwise objectionable. Prohibited activities include, but are not limited to, the following:
(a) distributing, disseminating, or storing any material that infringes any copyright, trademark, patent, trade secret, or other intellectual property right, or any material that is obscene, pornographic, or offensive;
(b) engaging in any activity that compromises the security or integrity of the Software, including unauthorised access to or use of data, systems, or networks;
(c) interfering with or disrupting the Software or any other user's use of the Software, including by sending or transmitting any viruses or other malicious code;
(d) harvesting, collecting, or storing personal data about other users without their consent;
(e) using the Software for any commercial purposes not expressly permitted by the Licensor, including, but not limited to, the sale, lease, or rental of the Software, or the use of the Software to send unsolicited commercial messages.
4.Enforcement and Remedies
4.1 The Licensor reserves the right, at its sole discretion, to monitor the Licensee's use of the Software to ensure compliance with this AUP and to protect the Licensor's rights, property, and interests.
4.2 If the Licensor becomes aware of any violation of this AUP, it may, in its sole discretion, take any action it deems appropriate, including, but not limited to, issuing a warning, suspending or terminating the Licensee's access to the Software, or seeking legal remedies.
5.Reporting Violations
5.1 If the Licensee becomes aware of any violation of this AUP by any other user, the Licensee should promptly report such violation to the Licensor by contacting Licensor's support team
6.Modifications
6.1 The Licensor reserves the right to modify this AUP at any time. The Licensee's continued use of the Software following any such modification constitutes acceptance of the updated AUP.
7.Governing Law
7.1 The Agreement shall be governed by and construed in accordance with the laws for the time being in force in England and the parties agree to submit to the jurisdiction of the courts and tribunals of that Country
8.Collection of Technical Data
8.1 By using the Software, you agree to the Licensor collecting and using technical information about the devices you use the Software on and related software, hardware, and peripherals to improve its products and to provide any Services to your employer.
9.Location Data Collection
9.1 The Software may make use of location data sent from your device. You can turn off this functionality at any time by turning off the location services setting for the Software on your device. If you use these Services, you consent to the Licensor receiving, storing, and using your location data and providing it to your employer if requested. You may stop the Licensor from collecting such data at any time by turning off the location services setting.
10.Third-Party Websites
10.1 The Software or any Service may contain links to other independent websites which are not provided by the Licensor. Such independent sites are not under the Licensor's control, and the Licensor is not responsible for and has not checked and approved their content or their privacy policies (if any). You will need to follow your employer's guidance about whether or not to trust any such site.
11.Third-Party Licences
11.1 The Software may contain or be provided with components which are subject to the terms and conditions of “third party” licence agreements. These are separate legal agreements that govern your use of those components, often giving you additional rights. You can find the relevant third-party licence agreements in a separate document provided available on the official website - https://opuzsoftware.com/3rdpartylicenses. Your acceptance of this agreement also implies the acceptance of all associated third-party licences.
12.Licence Restrictions
By using the Software, you agree to the following restrictions:
(a) Not rent, lease, sub-license, loan, provide, or otherwise make available, the Software or the Services in any form, in whole or in part, to any person without prior written consent from the Licensor;
(b) Not copy the Software, Documentation, or Services, except as part of the normal use of the Software;
(c) Not translate, merge, adapt, vary, alter or modify, the whole or any part of the Software, Documentation, or Services nor permit the Software or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Software and the Services on your device as permitted in these terms;
(d) Not disassemble, decompile, reverse engineer, or create derivative works based on the whole or any part of the Software or the Services nor attempt to do any such things, except to the extent permitted by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988; and
(e) Comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software or any Service.
13.Acceptable Use Restrictions
By using the Software, the Licensee must:
(a) Not use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software, any Service, or any operating system;
(b) Not infringe the Licensor's intellectual property rights or those of any third party in relation to your use of the Software or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
(c) Not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;
(d) Not use the Software or any Service in a way that could damage, disable, overburden, impair or compromise the Licensor's systems or security or interfere with other users; and
(e) Not collect or harvest any information or data from any Service or the Licensor's systems, or attempt to decipher any transmissions to or from the servers running any Service, unless explicitly requested by the Licensor for the purpose of resolving a support issue or for other specified reasons.
14.Intellectual Property Rights
14.1 All intellectual property rights in the Software, the Documentation, and the Services throughout the world belong to the Licensor (or its licensors), and the rights in the Software and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Software, the Documentation, or the Services other than the right to use them in accordance with these terms.
15.Licensor's Responsibility for Loss or Damage Suffered by Licensee
15.1 To the maximum extent permitted by law, Opuz excludes all liability and responsibility to the Licensee (or any other person or organisation) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits, and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Software.
15.2 If the Licensee suffers loss or damage as a result of Opuz's negligence or failure to comply with these Terms, any claim by the Licensee against Opuz arising from Opuz's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the amount of the Software Fees paid by the Licensee in the previous 12 months.
15.3 The Licensor shall not be responsible for any loss or damage resulting from your failure to follow the Licensor's advice, such as applying an update offered to you free of charge or following installation instructions and having in place the minimum system requirements advised by the Licensor.
15.4 The Licensor is not responsible for events outside its control. If the Licensor's provision of the Services or support for the Software or the Services is delayed by an event outside its control, then the Licensor will contact your employer, who will inform you of what action you should take.
16.Licensee Privacy
We only use any personal data we collect through your use of the App and the Services in the ways set out in our privacy policy https://opuz.pro/PrivacyPolicy
17.Confidentiality
17.1 Unless the relevant party has the prior written consent of the other or unless required to do so by law, Opuz and the Licensee will each preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these terms and conditions. Opuz reserves the right to review any Data provided by the Licensee for the purposes of improving the Service and ensuring accurate marketing.
17.2 Each party’s obligations under this clause will continue after the termination of these Terms.
17.3. The provisions of clauses 17.1 and 17.2 shall not apply to any information which:
- Is or becomes public knowledge other than by a breach of this clause;
- Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- Is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- Is independently developed without access to the Confidential Information.
18. Support For The App and How To Tell Us About Problems
If you want to learn more about the App or the Service or have any problems using them please take a look at our support resources, which can be found at http://www.opuzsoftware.com.
If you wish to report a fault with the App or the Service, notify us of an outage, please email our customer service team at support@opuz.co.uk or call them on 01235 835 835. We will respond to the fault in the timescales we have agreed with your employer in the Main Agreement.
If we have to contact you we will do so by email, using the contact details you have provided to us.