End User shall enjoy the Products only in accordance with the terms set out in this End User Licence Agreement (“EULA”).

Grant of Licences

1. Licence from Partner. During the Term, Partner grants to End User a non-exclusive, non-transferable, non-sublicensable licence to use the Products and Professional Services purchased by End User on the End User’s premises or devices in accordance with the agreement entered into between Partner and End User. Such use is limited to End User’s direct beneficial business purposes only.

2. Open Source Software. These Products may in part contain open-source software and End User will in turn be bound additionally by any terms that travel with the relevant open-source software licences. These can be made available upon request.

3. Licence from End User. End User grants to Partner, its licensors and each of their Affiliates a non-exclusive, royalty -free licence to use, copy, transmit, index and store End User data solely: (a) to the extent necessary to perform their obligations or enforce their rights, including under this EULA; or (b) where required or authorised by law.

Licence Restrictions

1. End User will not, directly or indirectly:
   • Use the Products and Professional Services in violation of any applicable law or in connection with unlawful material or in a manner that would cause material risk to the security and operations of Ohalo or any of its customers or to the continued normal operation of other Ohalo customers;
     
   • modify, adapt, translate, or create derivative works based on the Products or Professional Services, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Products, except to the extent that End User is expressly permitted to and Partner is not allowed to restrict End User under applicable law;
     
   • copy, use, distribute, republish, download, display, transmit, sell, rent lease, host or sub-licence the Product and Professional Services other than as permitted under this EULA;
     
   • use the Products for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels; or
     
   • share its login IDs and passwords
     
   
   
2. The Products may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Partner or by third-party providers, or because of other causes beyond Partner's reasonable control, but Partner shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
3. Partner may prohibit any use of the Products by End User if Partner has reasonable cause to believe that their use may be (or alleged to be) in breach of this EULA.

Third-party Access and Security

1. Third-party Access. End User may allow a third-party contractor to operate, use or access the Products and Professional Services solely on End User’s behalf, on the following conditions: (a) use or access by the third-party contractor is only for End User’s direct beneficial business purposes; (b) upon request, End User must provide Partner and its licensors with the identity of the contractor and the purpose for the contractor’s use or access to the Products and Professional Services; and (c) End User is responsible for ensuring that third- party contractor complies with the terms of this EULA and Partner and its licensors has the right to enforce this EULA directly against the third-party contractor.

2. Equipment. End User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Products, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment").

3. Security. End User shall be responsible for maintaining the security of the Equipment, End User accounts, passwords (including but not limited to administrative and user passwords) and files, and for all use of End User accounts or the Equipment with or without the End User’s knowledge or consent.

Intellectual Property

1. All Ohalo Property is and will remain the sole and exclusive property of Ohalo, its licensors and/or suppliers (as applicable) and will be returned to Ohalo promptly at Ohalo’s request, together with any copies thereof. Except for the express limited rights granted under this EULA, no right, title or interest in or to any of the Ohalo Property is granted, transferred or otherwise provided by this EULA. Ohalo, Partner and its licensors and/or suppliers reserves all rights not expressly granted to End User.

2. If End User acquires any Intellectual Property Rights in or relating to Ohalo Property by operation of law, or otherwise, these rights are deemed to be and are hereby irrevocably assigned to Ohalo or its licensors, as the case may be, without further action by either party. Any goodwill derived from the use by End User of Ohalo’s Intellectual Property Rights inures to the benefit of Ohalo or its licensors, as the case may be.

Compliance with Applicable Laws; Data Protection

1. End User represents and warrants that it will use the Products and Professional Services only in compliance with all applicable laws and regulations, including giving the relevant data subjects the necessary notifications, obtaining any consents and making any disclosures required under applicable data protection laws.

2. End User will ensure that it discloses to the relevant data subjects the processing and transfer of personal information to Partner and its licensors in connection with the Products and Professional Services.

3. End User agrees not to disclosure or transfer to Partner or its licensors any personal data in violation of any applicable laws, including data protection laws.

Confidentiality

1. No Use or Disclosure. The receiving party will only use Confidential Information for the purposes of or as permitted under this Agreement (including by Ohalo to improve the Products) and will not reproduce, disseminate, or disclose Confidential Information to any person, except to its partners, officers, directors, Affiliates, employees and authorised representatives (e.g., temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of this EULA and are bound by written confidentiality obligations at least as stringent as those in this section (Confidentiality).

2. Protection of Information. The receiving party will protect Confidential Information with the same degree of care as it protects its own information of similar sensitivity, but with no less than reasonable care. The receiving party will promptly notify the disclosing party upon becoming aware of a breach or threatened breach of confidentiality and will cooperate with any reasonable request of the disclosing party in enforcing its rights.

3. Permitted Disclosure. The receiving party may disclose Confidential Information: (A) as approved in a writing signed by the disclosing party; (B) as necessary to comply with any applicable law or valid legal process or government regulation but only after it notifies the disclosing party (if legally permissible) and gives the disclosing party all assistance reasonably required by the disclosing party to enable the disclosing party to seek a protective order or otherwise contest / limit such required disclosure, at the disclosing party’s expense.

Professional Services

1. Deliverables. Partner grants to End User a non-exclusive, non-sublicensable and non-transferable license to use the materials developed and provided by Partner or its licensors in performing the Professional Services (“Deliverables”) solely for End User’s direct beneficial business purposes. This does not limit or modify any licence that may have been granted to End User for the Products and Professional Services.

2. IP Rights. Ohalo retain all rights, title and interest (including intellectual property rights) in and to the Deliverables. To the extent that End User participates in the creation or modification of any Ohalo Property or Deliverables, End User waives and assigns to Ohalo all rights, title and interest (including intellectual property rights) in the Ohalo Property or Deliverables. Partner and its licensors are free to use the residuals of Confidential Information for any purpose, where “residuals” means that Confidential Information disclosed in non-tangible form that may be retained in the memories of representatives of Partner or its licensors.

3. Subcontractors. End User agrees that Partner and its licensors may use subcontractors in the performance of the Professional Services. Where Partner or its licensors subcontract any of its obligations concerning the Professional Services, Partner will remain responsible for its obligations to End User under this EULA.

Warranties and Disclaimers

1. Partner and its licensors do not warrant that the Product will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of the Product.

2. Except as expressly set forth in this End User Licence, the Products and Professional Services are provided "as is" and Partner and its licensors disclaim all warranties, express or implied to the extent permitted by law, including, but not limited to, implied warranties of sale, fitness for a particular purpose and non-infringement of third parties' rights.

3. End User shall allow Partner and its licensors to audit its use of the Products, provided that such audits are: (i) not conducted more than once per quarter; (ii) kept to the minimum required; (iii) conducted outside of the End User’s business hours; (iv) with all costs borne by Partner and /or its licensors.

Indemnity

1. Third-party Claims. End User will, at its expense, indemnify Partner and its licensors against any Third-party Claim to the extent it arises from:
   • End User’s failure to comply with End User’s data privacy policies and the applicable data protection laws, guidelines, regulations, codes and rules;
     
   • any End User Data; or
     
   • any alleged breach of this EULA arising from End User’s use of the Products or Professional Services.
     
   • End User will pay all damages, losses, liabilities, settlements and expenses, including attorneys’ fees (whether by settlement or final award) incurred by Partner and its licensors directly from any such Third-party Claim.
     
   
   
2. Procedures. End User’s obligations under this section are conditioned upon:

• being promptly notified in writing of any potential or actual Third-party Claim;

• having the sole and exclusive right to control the defence and settlement of the Third-party Claim; and

• Partner and/or its licensors providing all reasonable assistance (at Partner’s / licensor’s expense) in the defence of such Third-party Claim.

In no event will Partner and/or its licensors make admissions or statements or settle any claim without End User’s prior written approval. Partner and/or its licensors may, at its own expense, engage separate counsel to advise it regarding a Third-party Claim and to participate in the defence of the Third-party Claim, subject to End User’s right to control the defence and settlement.

Term and Termination

1. Term. This EULA commences and ends in accordance with the dates set out in the relevant agreement between Partner and End User for the purchase of the Products and Professional Services.

2. Termination for Cause. Either party may, on written notice to the other party, immediately terminate this EULA, or at Partner’s discretion, suspend provision of all or part of the Products or Professional Services, if the other party:
   1. materially breaches any term of this EULA and fails to remedy such breach (if capable of remedy) within thirty (30) days of being given notice to do so; or
      
   2. becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within twenty eight (28) days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
      
3. Upon termination or expiration of this EULA:

   1. materially breaches any term of this EULA and fails to remedy such breach (if capable of remedy) within thirty (30) days of being given notice to do so; or

   2. becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within twenty eight (28) days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

4. Survival. The termination of this EULA will not: (i) prejudice any accrued rights or liabilities of either party as at the date of termination; or (ii) affect any provisions of this Agreement which by their nature survive termination or expiration, including licence restrictions and compliance with laws.

General

1. Assignment. End User may not assign its rights under this EULA without the prior written consent of Partner.

2. Other terms. Any terms or conditions in the End User order, purchase order or any other related documentation submitted by or on behalf of End User to Partner do not form part of these EULA and are void.

Definitions and Interpretation

Confidential Information: all non-public information disclosed by one Party to the other Party in any form or medium, whether oral, written, graphical or electronic, in connection with this Agreement, that is designated confidential or proprietary, or that a reasonable person should understand is confidential or proprietary. Ohalo Property and the terms of this Agreement will be deemed Confidential Information of Ohalo without any marking or further designation. Confidential Information does not include information which: (a) is known by the receiving Party prior to receipt from the disclosing Party, without any obligation of confidentiality; (b) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (c) lawfully becomes publicly known or otherwise publicly available, except through a breach of the Agreement; or (d) is independently developed by the receiving Party without use of or access to the disclosing Party’s Confidential Information.

End User: final customer of Partner who has purchased the Products and Professional Services.

Ohalo: Ohalo Limited, 4th Floor, 20 Air Street, London, W1B 5AN, company number 09763165.

Ohalo Property: the technology owned by Ohalo or licensed by Ohalo from a third party, including: (a) the Products, (b) all technical information, data and documentation relating to the Products; and (C) any updates, upgrades, versions, releases, bug fixes, error corrections, derivatives, modifications, improvements, compilations, extracts or extensions of the above, whenever developed.

Products: means Ohalo’s products, as purchased by End User.

Professional Services: any implementation, training, consulting, performance analysis, or other technical services provided by Ohalo in relation to the Products, as purchased by End User.

Third-party Claim: all actions, proceedings, claims and demands by a third party.

The word "including", “include”, “in particular”, “for example” or similar expressions will be read as providing a non-exhaustive list.