This End User Licence Agreement (“EULA”) is entered between Ergonomic Solutions International Limited (“Ergonomic Solutions”) and the individual or entity entering into this EULA (“Licensee”).

For the purposes of this EULA (i) “Ergonomic Solutions Software Applications” means any mobile or desktop software applications provided by Ergonomic Solutions or its affiliates under, with or in connection with this Agreement for use in connection with Ergonomic Solutions’ hardware, products or devices; and (ii) “Ergonomic Solutions Firmware” means any software or firmware provided by Ergonomic Solutions or its affiliates under, with or in connection with this Agreement that is preinstalled on, embedded in, or otherwise supplied for installation on Ergonomic Solutions’ hardware, products or devices.

The Ergonomic Solutions Software Applications and Ergonomic Solutions Firmware are collectively referred to as the “Software” unless referenced individually.

The Software is proprietary to Ergonomic Solutions and/or its affiliates. Ergonomic Solutions and/or its affiliates own all intellectual property rights in and to the Software, including, but not limited to, any source code, object code and other machine-readable instructions comprised in the Software.

The Software is licensed, not sold, to Licensee by Ergonomic Solutions for use only in accordance with the terms of this EULA.

This EULA constitutes a legal contract executed between Ergonomic Solutions and the Licensee. By ordering, subscribing to, installing, executing, running, downloading, or otherwise using the Ergonomic Solutions Software, the Licensee (i) acknowledges that they have reviewed and understood this EULA, (ii) accepts and agrees to be bound by the terms of this EULA, and (iii) warrants that they possess the legal capacity to enter into this EULA.

1. LICENCE

   1. Grant of License

Provided that the Licensee complies with the terms and conditions of this EULA, Ergonomic Solutions hereby grants to the Licensee a limited, revocable, non-transferable, non-sublicensable, non-exclusive licence during the Term to use:

1. the Ergonomic Solutions Software Applications solely on devices such as personal computers, tablets and/or phones (as applicable) owned by or under the control of the Licensee; and

2. the Ergonomic Solutions Firmware solely on hardware, products, or devices on which the Ergonomic Solutions Firmware was provided, embedded, or otherwise supplied to Licensee by or with the consent of Ergonomic Solutions,

in each case solely by the Licensee or the Licensee’s employees or subcontractors, solely for the Licensee’s internal business purposes, and solely to support or in connection with (as applicable) hardware, products, or devices for which the Software is provided, embedded, or otherwise supplied by Ergonomic Solutions and/or its affiliates. The Licensee shall take all necessary steps to ensure that its employees and subcontractors comply with the terms of this EULA.

2. Restrictions on use

Except expressly permitted under Section 1.1 and to the extent permitted by licensing terms governing the use of open-sourced components included in the Ergonomic Solutions Software or as permitted by applicable mandatory law, Licensee shall not and nor allow any third party to

1. use the Software except as expressly permitted under this EULA;

2. copy, decompile, disassemble, reverse engineer, attempt to derive the source code or other trade secrets of Ergonomic Solutions, decrypt, modify or create derivative works of the Software, or any part thereof;

3. rent, loan, lease, sell, distribute, publicly perform, or publicly display the Software;

4. remove, alter or obscure any proprietary notices, marks, labels, or logos on or in the Software;

5. interfere with or disrupt the integrity of the Software or data included therein; or

6. do or attempt to defeat or circumvent any technical limitation or security measure to gain unauthorized access to the Software.

1. Third Party Software

The Software may be bundled with or otherwise contain certain third-party software subject to separate terms and conditions. Ergonomic Solutions is under no circumstances liable for the Licensee’s non-compliance with such third-party terms and conditions. Ergonomic Solutions is not required to provide support, maintenance, or updates for third‑party components unless otherwise is expressly stated herein.

2. RESERVATION OF RIGHTS, OWNERSHIP AND THIRD-PARTY BENEFICIARIES.

Ergonomic Solutions and its licensors shall retain all right, title, interest and intellectual property related to the Software, which is protected by applicable intellectual property law, including but not limited to copyright laws. Nothing in this EULA shall be construed as a transfer, in whole or in part, of Ergonomic Solutions’ or its licensors’ intellectual property.

The Licensee understands and agrees that the Software, or any part hereof, may be licensed to Ergonomic Solutions on a sublicensable basis from one or more third‑party licensors, and any such applicable third‑party licensor is an intended third‑party beneficiary to this Agreement. Any such third‑party licensor, and its successors and assigns, may enforce any and all terms of this Agreement, and nothing herein shall limit such third‑party licensor’s rights in law or in equity (including the right to seek injunctive relief), benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

3. PRIVACY AND DATA OWNERSHIP

   1. Personal data collection and processing

Licensee acknowledges and agrees that Ergonomic Solutions may collect, process and use personal data submitted to or generated by the Software for any legitimate purpose e.g. for the purpose of providing ancillary support and repair services or for analytic purposes to improve the Software, develop new software or services, understand industry trends, create and publish white papers, reports, or databases summarising the foregoing, investigate, address and/or prevent actual or potential unlawful activity. The ways in which Ergonomic Solutions collects and uses that data are regulated by applicable law and Ergonomic Solutions’ privacy statement, (located at: https://ergonomic.solutions/privacy-policy), as amended from time to time (“Ergonomic Solutions’ Privacy Statement”), which is hereby incorporated by reference into this EULA.

2. Sensitive Data

Ergonomic Solutions’ collection and processing of personal data via the Software pursuant Section 3.1 does not include collection and processing of Sensitive Personal Information, Personal Health Information, Payment Card Information (PCI) or Biometric Data (as those terms are defined under applicable law) (“Sensitive Data”).

The Licensee agrees not to provide to Ergonomic Solutions via the Software any Sensitive Data of any person, including but not limited to, the Licensee, the Licensee’s employees or the Licensee’s subcontractors.

If any Sensitive Data is provided to Ergonomic Solutions contrary to this Section 3.2, such Sensitive Data shall be processed in accordance with applicable law and Ergonomic Solutions’ Privacy Statement.

3. Machine Data

All rights and title in and to usage data or information collected by the Software or hardware and computing devices that interfaces with or executes the Software, including but not limited to remaining usage time, battery management (e.g., time to empty, standby current, average current), device system time, CPU processing load, application usage time, free RAM, number of running processes, network information, device identifier, firmware version, hardware version, device type, audio volume, LED state, beeper volume, backlight level, key light, odometer count, reboot information, reboot cause, total storage and memory availability, power cycle count, and device uptime (“Machine Data”) shall be fully vested in and owned by Ergonomic Solutions, to the extent permitted by applicable law. In the event, and to the extent, the Licensee is deemed to have any ownership rights in or to Machine Data, the Licensee hereby grants Ergonomic Solutions a worldwide, irrevocable, non‑exclusive right and licence to use, reproduce, and make derivative works of the Machine Data.

To the extent any Machine Data includes personal data, Ergonomic Solutions shall process such Machine Data in accordance with Section 3.1.

4. SOFTWARE RELEASES

Ergonomic Solutions may, at its sole discretion, periodically release and make available to Licensee new versions, feature changes, software updates, security responses, system files to the Software (“Software Updates”). The Software Updates, if any, may not necessarily include all existing software features or new features that Ergonomic Solutions releases for newer or other hardware, products, or devices for which the Software is provided, embedded, or otherwise supplied. This EULA shall govern any Software Updates provided by Ergonomic Solutions, unless a Software Update is accompanied by a separate EULA, in which case the terms of that separate EULA shall govern such Software Update.

To maintain functionality and/or continued access to the Software, Licensee may be required to install Software Updates. Licensee agrees and accepts that Ergonomic Solutions may automatically check for available Software Updates and offer download of Software Updates onto the hardware, product or device on which the Software was provided, embedded, or otherwise supplied by Ergonomic Solutions to the Licensee. 

Ergonomic Solutions is under no circumstances liable for Licensees failure to install any Software Update or use of an old version of the Software after a Software Update has been made available to the Licensee.

Ergonomic Solutions reserves the right to cease support for any version of the Software at its sole discretion.

5. ASSIGNMENT AND TRANSFER OF RIGHTS

   1. Assignment rights and restrictions

The Licensee may not assign this Agreement, or any of the Licensee’s rights or obligations hereunder (whether by operation of law or otherwise), without the prior written consent of Ergonomic Solutions. Ergonomic Solutions may assign and transfer this EULA and its rights and obligations without the Licensee’s consent. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties to it and their respective legal representatives, successors, and permitted assigns.

2. Assignment of EULA to Ergonomic Solutions Firmware

Notwithstanding Section 8.1. of this EULA, the Licensee may permanently transfer its rights and obligations under this EULA to the Ergonomic Solutions Firmware to a third party in connection with the transfer of ownership of the hardware, product, or device on which the Ergonomic Solutions Firmware was provided, embedded, or otherwise supplied to Licensee by Ergonomic Solutions provided that:

1. the transfer must include the hardware, product, or device on which the Ergonomic Solutions Firmware was provided, embedded, or otherwise supplied to Licensee by Ergonomic Solutions and all parts of the Ergonomic Solutions Firmware, including all its component parts and this License;

2. Licensee shall not retain any copies of the Ergonomic Solutions Firmware, in full or in part, including copies stored on a computer or other storage device; and

3. the party receiving the Ergonomic Solutions Firmware accepts to be bound by the terms and conditions of this EULA

1. TERM AND TERMINATION

   1. Term

This EULA will commence upon your use of the Software and shall remain in full force and effect as long as Licensee has access to and/or use the Software, or until terminated by Ergonomic Solutions.

2. Termination for cause

In the event of a breach of any terms of this EULA by the Licensee, Ergonomic Solutions may terminate this EULA, and revoke any rights or licenses granted to Licensee herein, with immediate effect.

3. Termination pursuant to other agreement

If this EULA has been provided to Licensee pursuant to an order, a subscription, or another type of commercial agreement, whether or not limited in time, this EULA will terminate upon expiration or termination of that other agreement.

4. Effects of termination

Upon termination of this EULA, the Licensee must cease all use of the Software and destroy all copies, in full or in part, of the Software in the Licensee’s possession or control.

5. Survival

Sections 1.3, 2., 3.1 – 3.1.3, 5.1, 6.4, 6.5, 7., 8., 9., –6 and 10–14 will survive termination of this Agreement, along with any other provision that, by its nature or intent, is expected to survive termination.

7. DISCLAIMER OF WARRANTIES

LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE OR ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE SOFTWARE IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE.

LICENSEE ASSUMES THE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE LICENSEES INTENDED RESULTS, AND FOR THE USE AND THE RESULTS OBTAINED FROM THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THAT THE SOFTWARE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, AND ERGONOMIC SOLUTIONS AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS FOR MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, RELIABILITY OR AVAILABILITY, QUIET ENJOYMENT, LACK OF VIRUSES, AND NON-INFRINGEMENT OR VIOLATION OF THIRD PARTY RIGHTS OR ANY OTHER RIGHTS.

ERGONOMIC DOES NOT WARRANT AGAINST INTERFERENCE OF THE EXECUTION OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERRORFREE, THAT THE SOFTWARE OR ANY FEATURES INCLUDED HEREIN WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, GIVEN BY ERGONOMIC SOLUTIONS OR AN ERGONOMIC SOLUTIONS AUTHORIZED REPRESENTATIVE SHALL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY REGARDING THE SOFTWARE, OR TO CREATE ANY WARRANTY OF ANY KIND.

8. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ERGONOMIC SOLUTIONS BE RESPONSIBLE OR LIABLE UNDER THIS EULA FOR:

(A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, CORRUPTION OR LOSS OF DATA, LOSS OF PRIVACY OR OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ERGONOMIC SOLUTIONS’ LIABILITY FOR:

1. INTENT OR GROSS NEGLIGENCE;

2. INJURY TO LIFE, BODY, OR HEALTH;

3. THE ASSUMPTION OF AN EXPRESS GUARANTEE; OR

4. ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NOTWITHSTANDING THE FOREGOING, ERGONOMIC SOLUTIONS’ TOTAL LIABILITY TO THE LICENSEE FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE OR THIRD PARTY APPLICATIONS, OR ANY OTHER PROVISION OF THIS AGREEMENT, SHALL NOT EXCEED ONE THOUSAND GB POUNDS (GBP £1,000), PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM INTENT, GROSS NEGLIGENCE, INJURY TO LIFE, BODY OR HEALTH, OR MANDATORY STATUTORY LIABILITY.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET OUT IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. INADEQUACY OF DAMAGES

The Licensee acknowledges and agrees that any actual or threatened breach of this Agreement may cause irreparable harm to Ergonomic Solutions for which monetary damages would be an inadequate remedy. Ergonomic Solutions shall therefore be entitled without prejudice to any other rights or remedies available to it, to seek injunctive relief, specific performance or any other equitable remedy from any court of competent jurisdiction immediately upon request and without the necessity to post a bond.

10. GENERAL

    1. Licensee’s terms and conditions excluded

Any general terms and conditions of Licensee are explicitly excluded, even if referenced in any order or similar document.

2. Scope of agreement

Except as expressly provided in this EULA, Ergonomic Solutions does not grant Licensee, whether directly or by implication or otherwise, any patent, copyright, database, trademark, trade secret, know-how, or other intellectual property right.

Licensee shall not remove or alter any symbols or legends indicating any intellectual property right.

3. Export Control

Licensee shall comply with applicable export and import laws and regulations, including those of the European Union, the United Kingdom and the United States of America, which prohibit or limit export for certain uses or to certain end users.

4. Amendments Modification.

Ergonomic Solutions may, at any time, amend or modify the terms of this EULA. Any amendment or modification of the terms of this EULA shall be communicated to Licensee at its e-mail address made known to Ergonomic Solutions. After such notification, Licensee shall have a thirty (30) day notice period to deny such new terms and terminate the EULA to the following e-mail address: [INSERT]. After expiry of the thirty (30) day notice period, continued use of the Software constitutes acceptance of the amendment or modification of the terms of this EULA.

5. Severance

If any provision of this EULA is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired as long as the intent of the Parties can be preserved. In such cases, both Parties undertake to replace the invalid, illegal or unenforceable provision with another valid, legal and enforceable regulation. The same principle applies to open terms or omissions.

6. No waiver

A waiver of any right or remedy under this EULA or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

No single or partial exercise of any right or remedy provided under this EULA or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11. GOVERNING LAW AND VENUE

This EULA shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this EULA.