Software Licence Agreement

Licence Agreement

These terms and conditions (including any documents referred to herein) (the “Terms and Conditions”) govern your access to and use of the Service and Software (defined below). By accepting these Terms and Conditions during our customer sign-up process, or by using the Service or Software in any way, you indicate your agreement to these Terms and Conditions and they will be binding on you or, where you are contracting on behalf of a company, partnership or other body or organisation, that company, partnership or other body or organisation.

  1. Definitions and Interpretation

    1. In these Terms and Conditions, the following expressions have where the context permits the following meanings:

      Administrator” means the person identified and authorised by the Subscriber to:
      (i) administer the Subscriber’s use of the Service; and (ii) identify and manage Authorised Users;

      Affiliates” means in relation to a party, that party’s holding body, a subsidiary or any subsidiaries of such holding company as defined in Article 2 of the Companies (Jersey) Law 1991;

      Authorised Users” means your officers, partners, employees, support and other personnel who are authorised by the Administrator to use the Service as further described in clause 4.3;

      Commencement Date” means, the date on which you accept our Terms and Conditions in accordance with our customer sign-up process or as set out in the Order Form, whichever is the earlier;

      Initial Subscription Term” means the initial term of these Terms and Conditions as set out in the Order Form;

      Licence” means your licence to use the Service as set out in clause 3.1;

      Licence Conditions” means those conditions set out in clause 4;

      Order Form” means the order form submitted by you to purchase and subscribe for the Services;

      Permitted Purpose” means your internal business operations;

      Privacy Policy” means the privacy policy displayed on the Vybbe Website (as amended from time to time);

      Renewal Period” means such additional period of subscription as is agreed between the parties from time to time;

      Service” means the subscription services provided by Vybbe to you under these Terms and Conditions via the Vybbe Website or the Vybbe App from time to time, as more particularly described in the Service Description;

      Service Description” means the description of the services to be provided by Vybbe under these Terms and Conditions as set out on the Vybbe Website as updated or amended from time to time;

      Service Provider”, we, us or our: means Vybbe;

      Subscriber Data” means all data inputted by you, the Authorised Users and/or the Administrator in using the Service;

      Subscription Fee” means the subscription fee payable by you to Vybbe in connection with your use of the Service as set out in the Order Form;

      Subscription Term” means Initial Subscription Term together with an subsequent Renewal Period(s);

      Territory” means the world, except for those countries Vybbe is prohibited from exporting its services to under the laws of Jersey;

      User Guides” means the user instructions for and information concerning the Services available online at https://www.vybbe.com or via the Vybbe App;

      Virus” any thing or device (including any software, code, file or programme) which may or which attempt to or are intended to: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

      Vybbe” means Vybbe Limited, a company registered in Jersey whose registered office is at 95/97 Halkett Place, St Helier, Jersey, JE1 1BX;

      Vybbe App” means the Vybbe software application specifically designed to work on mobile devices;

      Vybbe Materials” means any data, content or materials of any kind (including User Guides and the Service Description) provided by Vybbe as part of or in relation to the Service;

      Vybbe Software” means the online software applications provided by Vybbe as part of the Service (which for the avoidance of doubt shall include the Vybbe App); and

      Vybbe Website” means the Vybbe website at https://www.vybbe.com or such other web address notified to you by Vybbe from time to time.

    2. The clause headings do not form part of these Terms and Conditions and shall not be taken into account in its construction and its interpretation.

    3. The Order Form forms part of these Terms and Conditions and shall be interpreted and construed as though it was set out in these Terms and Conditions.

    4. A reference to a statute or statutory provision is a reference to it as modified, amended, extended or re-enacted from time to time and shall include all subordinate legislation (including regulation or statutory instrument) made from time to time under that statute or statutory provision.

  2. The Service

    1. The Service is provided by Vybbe on a subscription basis and the features of the Service are set out in the Service Description. Further information on the Service is available in the User Guide. Please note that features offered as part of the Service may be added to, withdrawn or changed without notice at any time.

    2. On paying the applicable Subscription Fee (if applicable), the Service becomes available to you via the secure area of the Vybbe Website by downloading and installing the Vybbe Software or Vybbe App.

    3. You are required to comply with your obligations under our Privacy Policy in using the Service.

  3. Licence to use the Service and /or Vybbe Software

    1. Subject to your compliance with (i) these Terms and Conditions and, in particular, clause 4; and (ii) you paying the applicable Subscription Fee in accordance with these Terms and Conditions, we hereby grant to you a non-exclusive, non-transferable right to permit your Authorised Users to access and use the Service and / or Vybbe Software on the terms and subject to the conditions set out in these Terms and Conditions.

  4. Licence Conditions and Restrictions

    1. You must only access and use the Service and/or Vybbe Software for the Permitted Purpose in the Territory.

    2. You shall not:

      1. use the Service and/or Vybbe Software for any purpose other than the Permitted Purpose;

      2. use the Service and/or Vybbe Software outside of the Territory;

      3. except to the extent expressly permitted under these Terms and Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service, Vybbe Software and/or the Vybbe Materials (as applicable) in any form or media or by any means;

      4. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service or Vybbe Software;

      5. access all or any part of the Service, Vybbe Software and/or Vybbe Materials in order to build or provide a product or service which competes with the Service, Vybbe Software and/or Vybbe Materials;

      6. incorporate any part of the Vybbe Software or Vybbe Materials into any other product or service (including any online service);

      7. except to the extent expressly permitted under these Terms and Conditions, license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Service, Vybbe Software and/or Vybbe Materials available to any third party, or

      8. attempt to obtain, or assist third parties in obtaining, access to the Service, Vybbe Software and/or Vybbe Materials, other than as expressly permitted under these Terms and Conditions.

    3. In relation to Authorised Users:

      1. you will appoint and inform us of the identity of your Administrator who will be fully authorised by you to manage Authorised Users and their and your use of the Service and to liaise with us in relation to your and their use of the Service;

      2. all Authorised Users must be authorised by the Administrator prior to using the Service;

      3. Authorised Users may only use the Service for the Permitted Purpose in the Territory and for no other purpose;

      4. you will ensure that each Authorised User keeps a secure password for his or her use of the Service and keeps his or her password confidential;

      5. passwords and usernames shall not be shared by Authorised Users with any person who is not an Authorised User; and

      6. you will remain responsible and liable for the compliance of each of your Authorised Users with these Terms and Conditions.

    4. The following specific conditions apply in relation to the Vybbe Software and Vybbe Materials:

      1. all access to and use of the Vybbe Software or Vybbe Materials via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited; and

      2. incorporation of or reference to the Service, Vybbe Software or Vybbe Materials in any other software package, application or web service, or any other service (whether on-line or off-line) is prohibited.

    5. You shall not remove, obscure or tamper with any copyright, trademark or other proprietary notice contained in the Service, Vybbe Software or on any Vybbe Materials.

    6. You shall not, and you shall ensure that the Authorised Users do not, access, store, distribute, publish, make available or transmit any Viruses or any material during the course of your or their use of the Service that:

      1. is unlawful, harmful, threatening, bullying, defamatory, obscene, infringing, harassing or discriminatory;

      2. invades or compromises another's privacy;

      3. gives the impression that it emanates from us or any other person, if this is not the case;

      4. infringes the copyright, trademark or other intellectual property rights of any third party;

      5. is illegal or in breach of any legal duty owed to a third party; or

      6. causes or risks damage or injury to any person or property.

    7. You shall not and shall ensure that the Authorised Users shall not (or shall not attempt to) interfere with, damage or disrupt (intentionally or unintentionally, whether by denial of service attack, distributed denial of service attack, system overload, high usage or automated usage or otherwise howsoever) any part of the Service or any equipment or network on which the Service is stored or made available or any Vybbe Software used in the provision of the Service.

    8. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify us.

  5. Subscription Term and Subscription Fee

    1. Each Subscription Term commences on the Commencement Date. At the end of each Subscription Term, your subscription to the Service shall automatically expire unless renewed by you by accepting the then current Terms and Conditions and paying the then applicable Subscription Fee.

    2. You are required to pay the Subscription Fee as set out in the Order Form. The Subscription Fee for each Subscription Term are payable in advance. Subscription Fees are based on the number Authorised Users using the Service during the Subscription Term.

    3. Payment Terms shall be set out in the Order Form.

    4. You shall not be permitted to use the Service until we have received payment in full of the applicable Subscription Fee.

    5. All amounts and fees stated or referred to in these Terms and Conditions

      1. shall be payable in local currency;

      2. are non-cancellable and non-refundable;

      3. are exclusive of any applicable goods and services taxes.

    6. We shall be entitled to vary the Subscription Fee at any time.

    7. Without prejudice to our other rights and remedies, if you fail to pay the Subscription Fee (or any instalment of the Subscription Fee) or any other fee due and payable under these Terms and Conditions by the due date for payment, we may suspend your access to the Service until all overdue amounts (including interest) are paid in full.

  6. Subscriber Data

    1. You shall own all rights, title and interest in and to all of your Subscriber Data but you do not own any right, title or interest in the Vybbe Software or Vybbe Materials or any customisable contents or customisations of such Vybbe Software or Vybbe Materials which have not originated solely from you or your Authorised Users and which do not consist solely of your business information. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data. You hereby grant to us a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, distribute, display, modify and create derivative works of such Subscriber Data solely for the purposes and to the extent necessary to provide the Service to you.

    2. Whilst we will not intentionally delete your Subscriber Data during a Subscription Term, we shall have no liability for storing or failing to store your Subscriber Data during the Subscription Term. On expiry or termination of the Subscription Term, we will retain your Subscriber Data in accordance with our Privacy Policy.

    3. In providing the Service, we shall comply with our Privacy Policy which may be amended from time to time by us in our sole discretion.

  7. Intellectual Property Rights

    1. You acknowledge and agree that (save for the Subscriber Data) we and/or our licensors own all right, title and interest to and all intellectual property rights (including all copyright, patent, trade mark and other intellectual property rights) in the Service, the Vybbe Software and the Vybbe Materials, including the Vybbe Website, any related software, any databases, data (other than Subscriber Data), technology, reports, templates, models and documentation.. Except as expressly stated herein, these Terms and Conditions do 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 Service, Vybbe Software or Vybbe Materials.

  8. Limited Warranty and exclusion

    1. Subject to these Terms and Conditions, we warrant (for your benefit only) that the Service shall operate materially in accordance with the Service Description. This warranties contained in this clause 9.1 shall not apply if you do not use the Services and/or Software in accordance with the Vybbe Materials and User Guides (where available) or if the defect is caused by your or another third party’s modification or add-on.

    2. We do not warrant that your use of the Service will be uninterrupted or error-free; nor that the Service, Vybbe Software, Vybbe Materials and/or the information obtained by you through the Service will meet your business requirements.

    3. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service, Vybbe Software and Vybbe Materials may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    4. Certain functions of the Service rely on the merging of the Vybbe Materials and Subscriber Data with certain data provided to you by third parties (such as data from your clinical records). You are responsible for ensuring that you have all necessary licences in respect of the provision of and use of such third party data in conjunction with the Service and we are not responsible for the acts or omissions of such third parties or for the provision of such third party data and its use in conjunction with the Service.

    5. You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the Service and to any third party provider of data required for certain aspects of our Service and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

    6. We do not warrant that the content of the Vybbe Materials or any information provided as part of the Service is complete, accurate and up to date.

    7. Except as expressly provided in these Terms and Conditions, no warranty, condition, undertaking or term expressed or implied, statutory or otherwise, as to the condition, quality, performance, durability or fitness for purpose of the Service is given by us.

    8. Your sole and exclusive remedy for any breach by us of the limited warranty in clause 8.1, is to use reasonable endeavours to remedy any defect in the Service or Vybbe Software or, if we deem it impractical to do so (in our sole discretion) to permit you to terminate your Subscription Term and to reimburse you for such of the Subscription Fee (or any other fee) as you have pre-paid and which relates to the period after termination of your Subscription Term.

  9. Indemnity

    1. You shall defend and indemnify us and keep us indemnified against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Service, Vybbe Software and/or Vybbe Materials.

  10. Limitation of Liability

    1. This clause 10 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors or those of our Affiliates) to you in respect of:

      1. any breach of these Terms and Conditions;

      2. any use made by you of the Service, Vybbe Software and/or Vybbe Materials or any part of them; and

      3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.

    2. Except as expressly and specifically provided in these Terms and Conditions:

      1. you assume sole responsibility for use of the Service, Vybbe Software and the Vybbe Materials by you and your Authorised Users;

      2. the Service, the Vybbe Software and the Vybbe Materials are provided to you on an "as is" basis.

    3. Nothing in these Terms and Conditions excludes or restricts our liability for:

      1. death or personal injury caused by our negligence; or

      2. fraud or fraudulent misrepresentation; or

      3. any other matter the liability for which cannot be restricted or excluded by law.

    4. Subject to clause 10.2 and clause 10.3:

      1. we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms and Conditions; and

      2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms and Conditions shall be limited to the total Subscription Fees paid by you during the 12 months immediately preceding the date on which the claim arose.

  11. Term and termination

    1. These Terms and Conditions shall, unless otherwise terminated as provided in this clause 11, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, the Renewal Period or, where the parties have not agreed a Renewal Period, until such time as you provide us with 90 days’ prior written notice.

    2. You may terminate these Terms and Conditions on providing us with at least 90 days’ notice in writing, such notice cannot take effect until expiry of the Initial Subscription Period or, if applicable, the Renewal Period.

    3. Without prejudice to any other rights or remedies to which we might be entitled we may terminate the provision of the Service and your use of the Vybbe Software and/or Vybbe Materials without liability to you if:

      1. you or any Authorised User breaches any of these Terms and Conditions; or

      2. any payment due to us under these Terms and Conditions is not paid in full by its due date for payment;

      3. we reasonably believe you or any Authorised User is in breach of the provisions of clause 4.

      4. On termination or expiry of your subscription to use the Service for any reason all licences granted under these Terms and Conditions and your right to use the Service, the Vybbe Software and the Vybbe Materials shall immediately terminate. Subscriber Data shall be returned, destroyed or otherwise disposed of in accordance with our Privacy Policy.

      5. On termination or expiry of your subscription to the Services for any reason, the accrued rights of the parties as at termination shall not be affected or prejudiced.

  12. General

    1. We may vary these Terms and Conditions at any time. However, save for any variations which are required by applicable law (or changes in applicable law) which will be binding on you on the date such changes are posted on the Service.

    2. We may make changes to our Service Description, User Guides, Privacy Policy at any time and such changes shall be binding on you from the date such variations are posted on the Service.

    3. We shall have no liability to you or to any Authorised User if we are prevented from or delayed in performing our obligations under these Terms and Conditions, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control.

    4. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.

    5. Except as otherwise provided herein, all notices and other communications to you shall be in writing or displayed electronically in the Service by us. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Service; or on the date received, if delivered in any other manner. Notices to us should be sent to the contact address shown on the Website.

    6. These Terms and Conditions, and any documents referred to in them, constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between them and you acknowledge and agree that you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) relating to the Services or Vybbe Software except as expressly set out in these Terms and Conditions.

    7. These Terms and Conditions will in all respects be governed by and construed under the laws of the Island of Jersey and the parties hereby consent and submit to the non-exclusive jurisdiction of the Courts of Jersey in any dispute arising from or in connection with these Terms and Conditions.

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