END-USER LICENSE AGREEMENT
EPAL SOFTWARE FOR ANDROID & IOS
19 March 2021
1.1 This end-user license agreement (“EULA”) is a legal agreement between you (“Licensee”) and International Powered Access Federation, Moss End Business Village, Cumbria, LA7 7NU, United Kingdom, (“IPAF”) and governs Licensee’s use of the ePAL mobile application (“ePAL Software”).
1.2 Licensee acknowledges and agrees to be bound by the terms and conditions of this EULA. If Licensee does not agree to the terms and conditions of this EULA, Licensee is not allowed to install or use the ePAL Software in any manner.
2. Grant of License
2.1 Subject to Licensee’ acceptance of and compliance with the terms and conditions of this EULA, including without limitation payment of applicable license fees, IPAF hereby grants Licensee a limited, personal, non-exclusive, non-perpetual, and non-transferable right to install and use the ePAL Software solely for the purpose of enabling Licensee to access and use the ePAL Software solely for Licensee’s own internal use.
3. Restrictions and limitations
3.1 Licensee is not entitled to copy, distribute, resell, make available, alter, modify, sub-license, rent, lend or otherwise dispose of the ePAL Software except as otherwise expressly set out in this EULA.
3.2 Licensee is not entitled to reverse-engineer, disassemble or decompile the ePAL Software or in any other way attempt to investigate, tamper with and/or discover the source code and/or the structural framework and/or the principles on which the ePAL Software is based except as otherwise explicitly permitted under mandatory applicable law.
3.3 Licensee may under no circumstance use any ePAL Software in violation of (i) any third party intellectual property rights and/or (ii) any applicable legislation.
4. IPAF obligations
4.1 IPAF’s sole obligation under this EULA is to make available the ePAL Software “as-is”.
4.2 IPAF undertakes no obligations or liabilities with respect to the provision of any upgrades, new versions, fixes, patches, remediation of defects, maintenance, support, telecommunication lines, Internet subscriptions or any other matters pertaining to the use or inability to use the ePAL Software and any and all liabilities, costs and risks in this respect shall thus remain solely with Licensee or the applicable third party.
4.3 Notwithstanding Section 4.1 IPAF may in IPAF’s sole discretion decide to make available upgrades, new versions, patches, fixes or the like in connection with the ePAL Software to Licensee and Licensee shall upon notification by IPAF to Licensee be obligated to implement and use such upgrades, new versions, patches, fixes or the like.
5. Intellectual Property Rights
5.1 The ePAL Software is protected by copyright laws and international copyright treaties and other applicable legislation on proprietary rights and intellectual property rights. IPAF and/or IPAF’s vendors are the sole proprietors and own and retain any and all intellectual property rights including without limitation copyrights, patent rights, trademark rights, know-how etc. in and to the ePAL Software. The Licensee is not entitled to change or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to or otherwise implemented in the ePAL Software.
6. Data protection
6.1 The Licensee - responsible for the download and use of the ePAL Software - is responsible for fulfilling the requirements regarding data protection e.g. providing information to data subjects and/or preparation of data processing agreements. The responsibility of complying with relevant then-current data protection laws applies to Licensee regardless of whether Licensee acts as data controllers, data processors or sub-processors. Depending on the circumstances, IPAF may act as a data processor or sub-processor and will to the extent required by applicable mandatory law execute data processing with applicable third parties (if any).
7. Licensee’ Feedback
7.1 Licensee may provide IPAF with feedback based on Licensee’s experiences obtained using the ePAL Software which feedback may inter alia include information concerning usability, bug reports, test results, errors, user applicability, user friendliness etc. (“Feedback”).
7.2 Licensee agrees that IPAF may free of charge and without any restrictions, obligations or conditions use improve, develop, modify, alter, disclose, reproduce, make available license, sub-license, transfer, distribute, market, sell and in any other manner exploit the Feedback for whatever purpose deemed appropriate by IPAF whether in connection with a subsequent commercial release of the ePAL Software or in connection with any other software, product, technology or other service made available now or in the future in connection with IPAF’s business operations.
7.3 If Licensee’s Feedback includes material subject to intellectual property right protection, Licensee hereby transfers free of charge, irrevocably, perpetually and globally any and all intellectual property rights and proprietary rights vested in such Feedback to IPAF. IPAF is entitled without limitation or any obligation to pay any royalties to Licensee or any third party to improve, develop, modify, alter, disclose, reproduce, make available license, sub-license, transfer, distribute, market, sell and in any other manner exploit such intellectual property rights vested in the Feedback for whatever purpose deemed appropriate by IPAF whether in connection with a subsequent commercial release of the ePAL Software or in connection with any other software, product, technology or other service made available now or in the future in connection with IPAF’s business operations.
8.1 The Licensee shall promptly notify IPAF in writing in the event that Licensee becomes aware of (i) any breach or alleged breach of this EULA, (ii) any claim or alleged claim concerning infringement third party intellectual property rights from any third party pertaining to Licensee’s use of the ePAL Software and/or (iii) any breach of any applicable legislation in connection with Licensee’s use of the ePAL Software.
8.2 The Licensee shall compensate, defend and indemnify IPAF from and against any claims, damages and losses pertaining to any of the circumstances set out in Section 8.1, to the extent that such claims, damages or losses are a result of (i) Licensee’s breach of this EULA, (ii) any infringement by Licensee of any third party’s intellectual property rights and/or (iii) any breach of any applicable legislation.
9. Disclaimer of representations and warranties
9.1 The ePAL Software is standard software and are made available by IPAF "as-is" with all faults and defects and IPAF disclaims any and all warranties whether statutory, express or implied to the maximum extent permitted by applicable law.
10. Limitation of liability
10.1 The liability of either party shall be subject to the ordinary rules of English Law, save for the exceptions and limitations as explicitly set out in this EULA.
10.2 Notwithstanding Section 10.1, IPAF shall not be liable towards Licensee or any third party for any direct, indirect, punitive or other damages or losses including, without limitation, damages for loss of profits, business interruption, loss of data or the restoration hereof, product liability or personal injury arising out of the use of or inability to use the ePAL Software. The aforesaid exclusions and limitations shall apply irrespective of whether such damages or losses are caused by acts or omissions by IPAF attributable to IPAF as negligent (including both gross and simple negligence) or incidental.
10.3 In addition to the exclusions and limitations of liability set forth in section 9 and this section 10 of this EULA, the entire liability of IPAF (and irrespective of the basis of such liability) to pay any damages, compensation or any other amounts during the term of this EULA shall be limited and capped to a total aggregate amount of 50% of the License fee.
10.4 The limitations and exclusions set out in this section 10 shall apply to the maximum extent permitted by applicable law.
11. Term and Termination
11.1 This EULA shall come into force and be effective as of the date of Licensee’s installation for the first time of the ePAL Software (“Effective Date”).
11.2 This EULA shall continue in full force and effect for a period of twelve (12) months following the Effective Date (“Initial Term”). Unless terminated by either party in accordance this Section 11 this EULA shall automatically renew for consecutive periods of twelve (12) months (each a “Renewal Term”).
11.3 Either party may terminate this EULA for convenience with a notice of at least 3 (three) months prior to and with effect as of expiration of the Initial Term or any Renewal Term by serving written notice to the other party in this respect.
11.4 Upon termination of this EULA and irrespective of the reason for such termination, Licensee shall immediately cease to use the ePAL Software. Licensee acknowledges and agrees that IPAF in the event of termination of this EULA for whatsoever reason is entitled to delete Licensee as user.
12.1 IPAF may assign this EULA without the consent of Licensee to (i) a company affiliated with IPAF or (ii) an unaffiliated third party to the extent that such assignment takes place in connection with a transaction, restructuring, divestiture, merger, acquisition or the like.
12.2 This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.The aforesaid choice of law and venue shall however not apply to IPAF’s application of any preliminary remedies enforcing IPAF’s rights including without limitation filing for grant of a preliminary injunction and/or securing of evidence.
* * *
SUPPLEMENTARY TERMS FOR iOS
13. Supplementary terms for iOS to this EULA
13.1 The following terms are supplementary to this EULA and specific for iOS licensing of the ePAL Software to the Licensee. Thus the above terms (“General Terms”) also apply for iOS licensing of the ePAL Software but is supplemented by these supplementary terms (“Supplementary Terms”) for the iOS version of the ePAL Software. In the case of any conflict between these Supplementary Terms and the General Terms these Supplementary Terms shall prevail for iOS licensing.
14. Contractual relationship
14.1 IPAF and Licensee acknowledge that this EULA is concluded between IPAF and Licensee only, and that IPAF – subject to limitations of liability and warranties in this EULA to the maximum extent permitted by applicable law – is solely responsible for the ePAL Software and the content hereof.
15. Grant of license
15.1 The Licensee’s non-transferable license granted by IPAF in this EULA, cf. Section 2.1, is limited to use of the ePAL Software on any Apple branded product that the Licensee owns or controls and subject to the terms set forth in Apple’s App Store Terms of Service.
16.1 IPAF and Licensee acknowledge that IPAF, and not Apple is solely responsible for any maintenance and support of the ePAL Software which may be carried out (if any).
17.1 IPAF is solely responsible for any ePAL Software warranty which may be implied by law (if any) and to the extent not disclaimed in Section 10.1.
17.2 In the event of failure of the ePAL Software to conform to any applicable warranty implied by law, Licensee may notify Apple. Apple will then refund the purchase price (if any) for the ePAL Software to Licensee, and Apple will have no other warranty obligation to the maximum extent permitted by applicable law with respect to the ePAL Software. IPAF is solely responsible for failure to conform to any warranty implied by law and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to the extent not disclaimed or limited in this EULA as permitted by applicable law.
18. Product claims
18.1 IPAF and Licensee acknowledge that IPAF and not Apple is responsible for addressing claims by Licensee or third parties in relation to the ePAL Software or the Licensee’s possession and/or use of the ePAL Software, including, but not limited to product liability claims, claims that the ePAL Software fails to conform to regulatory requirements and claims under consumer protection legislation.
19. Intellectual property
19.1 IPAF and Licensee acknowledge that IPAF and not Apple is responsible for any investigation, defense, settlement and discharge of any intellectual property infringement claims by third parties regarding the ePAL Software or the Licensee’s possession and use hereof.
20. Embargo & legal compliance
20.1 The Licensee represents and warrants that Licensee is not located in a country that is subject to a U.S. Government Embargo or that has been designated as a “terrorist supporting” country by the U.S. Government and that Licensee is not listed as a prohibited or restricted party by the U.S. Government.
21. Contact information
21.1 Licensee questions, complaints or claims relating to the ePAL Software can be directed to IPAF, Moss End Business Village, Crooklands, Cumbria, LA7 7NU, United Kingdom, phone number: +44 15395 66700, e-mail: email@example.com.
22. Third party terms
22.1 Licensee must comply with any applicable third party terms of agreement relating to the use of the ePAL Software, e.g. third parties’ data service agreements necessary for the ePAL Software to function.
23. Apple as third party beneficiary
23.1 IPAF and Licensee acknowledges and agree that Apple, including its subsidiaries, are third party beneficiaries of this EULA and that the Licensee by acceptance of this EULA results in a right for Apple to enforce this EULA against the Licensee as a third party beneficiary.