Terms and conditions

THIS SOFTWARE AGREEMENT (“LICENSE") IS MADE BETWEEN YOU AND YOUR COMPANY ("LICENSEE") AND PII TOOLS LIMITED ("LICENSOR").

BY DOWNLOADING PII TOOLS YOU AND YOUR COMPANY ARE INDICATING ACCEPTANCE OF THIS SOFTWARE LICENSE AGREEMENT AND BOTH AGREE TO BE LEGALLY BOUND BY IT.

IF YOU, OR THE LICENSEE, DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL, AND/OR USE THE LICENSED SOFTWARE.

1.1  Commencement Date means the date on which Licensor issues Licence Key to Licensee.

1.2  Licence Period means a period, starting at Commencement Date, for which the Licensee purchased a Licence Key. The default Licence Period is 12 months unless otherwise specified on a quotation or invoice issued by Licensor or its authorised partner.

1.3  Renewal. License and Support will automatically renew unless earlier terminated pursuant to any of the express provisions of this Licence or either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Licence Period” and, collectively, together with the initial Licence Period, the “Period”).

1.4  Content means a creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, and comments, information, data, text, software, scripts, executable files, graphics, and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Service.

1.5  Documentation means any and all proprietary documentation made available to Licensee by the Licensor for use with the Licensed Software, including any documentation available online.

1.6  Fees means the pre-agreed fee for access to the Licensed Software and any associated support services, more specifically described during the license purchase process, and/or by agreement in writing with the Licensor.

1.7 Support During the Period, to the extent Licensee has purchased Support, Licensor shall offer Support on the then current release of the Licensed Software. “Support” means:

1. Email or Website service ticket support service. Directions for submitting support requests can be found at https://documentation.pii-tools.com/#support.
2. Licensor’s efforts to correct Defects in the then-current release of the Software.
3. Support shall not include on-site services.

With sixty (60) days’ advance written notice, Licensor may change its Support policy from time to time provided that Support features and services are not reduced.

1.8  Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

1.9  License Key means a unique computer generated series of alphanumeric characters, used to validate the Licensed Software and provided by the Licensor to Licensee.

1.10  Licensed Software means the PII Tools software owned by the Licensor and downloaded by Licensee or delivered to Licensee by the Licensor pursuant to this Agreement.

1.11  Instance means a single deployment of the Licensed Software on a server controlled by the Licensee.

1.12  Moral Rights has the meaning given under the Copyright, Designs and Patents Act 1988 and includes any similar rights existing in other countries.

1.13  Services means any services provided by the Licensor to which the Licensed Software provides access, or access to which Licensee has been provided access arising incidentally or directly out of this Agreement.

1.14  Update means

1. software which has been produced primarily to overcome a defect in the Licensed Software; or
2. software which has been provided primarily to implement an extension, alteration, improvement or additional functionality to the Licensed Software.

1.15  Unless the context requires otherwise:

1. a reference to a person includes a corporation or any other legal entity;
2. the singular includes the plural and vice versa;
3. headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;
4. the term “includes" (or any similar term) means “includes without limitation"; and
5. a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

2.1  Licensee must pay the Licensor the agreed upon fee for the Licence Period.

1. The fee includes upgrades for the Licence Period.
2. The fee is non-refundable.
3. Renewal payment must be made prior to the Renewal License Period.
4. Renewal fees are subject to change.

3.1 Internal License: Upon payment of the agreed upon fee, Licensor grants Licensee a non-exclusive, worldwide and non-transferable license for the Licence Period to deploy and use the Licensed Software ("Internal License"), under the following conditions:

1. Licensee is not permitted to operate more than the purchased number of Instances at any one time.
2. Licensee is not allowed to redistribute the Licensed Software, a modified version or parts of it, sublicense Software or parts of it to a third party, or charge others for access to the modified or unmodified installation of Software, or an application that makes use of Licensed Software's code and interfaces or their part;
3. Internal data: Licensee is not allowed to apply the Licensed Software to data owned by or controlled on behalf of third parties. Licensee is not allowed to share any outputs from the Licensed Software with third parties.
4. Internal installation: Licensee is not allowed to host the Software or its parts on any public-facing server, or a server not strictly for Licensee's internal use.

3.2 Consultant License: Upon payment of the agreed upon fee, Licensor grants Licensee a non-exclusive, worldwide and non-transferable license for the Licence Period to process data on behalf of third parties ("Consultant License"), under the following conditions:

1. Licensee is not permitted to operate more than the purchased number of Instances at any one time.
2. Licensee is not allowed to redistribute the Licensed Software, a modified version or parts of it, sublicense Software or parts of it to a third party, or charge others for access to the modified or unmodified installation of Software, or an application that makes use of Licensed Software's code and interfaces or their part;
3. Service provider use: Under the condition that the Licensed Software is accessed only by the Licensee, its employees and agents, Licensee is allowed to i) apply the Licensed Software to data owned by or controlled on behalf of third parties, and ii) share the outputs of Licensed Software with third parties.
4. Controlled installation: Licensee is not allowed to host the Software or its parts on any public-facing server, or a server not controlled by Licensee.
5. If a conflict arises between this Agreement and the Licensee's own Agreement with its end-users or customers, the terms of this Agreement shall prevail.
6. Licensee shall not make any representations concerning Licensed Software which are inconsistent with Licensor's marketing materials and advertising. Licensee may utilize applicable Licensor trademarks and logos only in accordance with Licensor's then-current publishing guidelines.

4.1 Licensee shall not:

1. use the Licensed Software for any purpose or in any manner other than as set out in Clause 3;
2. use the Licensed Software in any way that could damage the business or reputation of the Licensor or the goodwill or other rights associated with the Licensed Software;
3. permit any third party to use or copy the Licensed Software;
4. in any manner, directly or indirectly, pass off the Licensed Software or its part as its own technology, including any mentioning of the Licensed Software and its functionality in promotional materials, without the prior written consent of the Licensor. Marketing of any functionality enabled by the Licensed Software must be explicitly and visibly marked as "Powered by PII Tools";
5. modify or remove any copyright or proprietary notices on the Licensed Software or the Documentation;
6. create or permit to exist a mortgage, pledge, lien, charge, security interest or other arrangement of any kind which in substance secures the payment of money or any obligation of any kind, over the Software or Documentation or in any modifications to, or enhancements, or Updates of the Software or Documentation.
7. reverse engineer, decompile or disassemble the Licensed Software or any portion thereof, nor otherwise attempt to create or derive the Licensed Software except as permitted by law.

4.2  The Software is accessed only by Licensee's employees, agents and contractors.

4.3  Each Instance is deployed on a server directly controlled by the Licensee.

4.4  Licensee and Licensor are independent contractors and are not agents or representatives of each other. Licensee does not have the right to bind Licensor and shall not misstate or misrepresent its relationship to Licensor.

5.1  Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights.

5.2  Licensee acknowledges that the Intellectual Property Rights embodied in the Software represents a highly sensitive and valuable asset of Licensor. A breach of Clauses 4 or 5 by Licensee, its employees, contractors, agents or any person for whom the Lincensee is responsible, may result in vast damages both material and immaterial to Licensor. Licensor is entitled to issue legal action for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

5.3  Licensee acknowledges and agrees that unauthorized reproduction, use, or disclosure of the Licensed Software or any part thereof is likely to cause irreparable injury to Licensor, who shall therefore be entitled to injunctive relief to enforce these license restrictions, in addition to any other remedies available at law, in equity, or under this Agreement, and without the need to post funds, even if ordinarily required.

5.4  Licensee must not directly or indirectly do anything that would or might invalidate or put in dispute the Licensor's title in the Licensed Software or any of the Licensor's registered or unregistered trademarks.

5.5  Licensee must comply with the Licensor's reasonable usage guidelines and directions with respect to the Licensed Software as notified to Licensee from time to time.

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

6.2  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

6.3  To the full extent permitted by law, the Licensor:

1. excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages;
2. excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement;
3. does not warrant that the Software will meet Licensee’s specific requirements;
4. does not warrant that Licensee will achieve the intended results using the Software;
5. does not warrant that the results obtained from Licensee’s use of the Software or any derivatives of it will be accurate or reliable;
6. does not warrant that the Software will be compatible with any particular platform or third-party software; and
7. does not warrant that any errors in the Software will be corrected.

6.4  The Licensor's total aggregate liability for all claims relating to this Agreement is limited to the Fees payable (if any) under this Agreement.

6.5  Either party's liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

6.6  This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, the Licensor limits its liability in respect of any claim to, at the Licensor's option:

1. in the case of goods:
   1. the replacement of the goods or the supply of equivalent goods;
   2. the repair of the goods;
   3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
   4. the payment of having the goods repaired, and
2. in the case of services:
   1. the supply of the services again; or
   2. the payment of the cost of having the services supplied again.

7.1 The Licensor agrees to provide Updates to the Licensed Software if any such Updates are produced for a period of the duration of this Agreement.

7.2 Such Updates are provided on the basis of the license described in this Agreement, or as described in any subsequent agreement relating to the subject matter of this Agreement.

7.3 Nothing in this Agreement will be construed so as to require the Licensor to create any Updates of any kind.

8.1 If this Agreement is terminated for any reason, then, in addition and without prejudice to any other rights or remedies available:

1. the parties are immediately released from their obligations under the Agreement except those obligations in clauses 5, 6 and 9, and any other obligations that, by their nature, survive termination;
2. Licensee’s right to use the Licensed Software immediately ceases and the licenses granted under this Agreement terminate;
3. Licensee must immediately remove all Licensed Software from Licensee’s computer(s), or Licensee’s possession.

8.2 If Licensor determines, in its absolute discretion, that Licensee has breached Clauses 4 or 5, it may immediately take all or any of the following actions:

1. temporarily or permanently withdraw Licensee's right to use the Software;
2. issue a warning to Licensee;
3. issue legal proceedings against Licensee for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
4. take further legal action against Licensee; and/or
5. disclose such information to law enforcement authorities as Licensor reasonably feels is necessary to do so.

9.1 Licensee may not do any of the following while accessing or using any Services, including but not limited to the product website, product documentation and product demo (https://pii-tools.com, https://documentation.pii-tools.com, https://demo.pii-tool.com):

1. access, tamper with, or use non-public areas of any Services, or the computer or delivery systems of Licensor and/or its service providers;
2. probe, scan, or test any system or network (particularly for vulnerabilities), or otherwise attempt to breach or circumvent any security or authentication measures;
3. access or search or attempt to access or search any Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Licensor (and only pursuant to those terms and conditions), unless Licensee has been specifically allowed to do so in a separate agreement with Licensor;
4. scrape any Services, and particularly scrape Content (as defined below) from any Services, without the express prior written consent of Licensor;
5. use any Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or e-mail headers; or
6. interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, by sending a virus to, spamming, or overloading any Services, or by scripted use of any Services in such a manner as to interfere with or create an undue burden on any Services.
7. take any action that may undermine the feedback or ratings systems used on the Service.

9.2 With respect to any Content uploaded by Licensee for use on any Service, Licensee grants the Licensor a non-exclusive, royalty-free, worldwide license for its use for the purpose of providing the Service in accordance with Licensee’s instructions.

9.3 All Content or other information provided to the Licensor either intentionally or incidentally via any Service:

1. is subject to the Licensor’s Privacy Policy. Licensee agrees that by any use of any Services Licensee consents to the collection and use of this information; and
2. must not infringe on the rights of any third parties, including but not limited to, content that infringes on privacy rights or intellectual property rights, such as copyright and trademark rights.

9.4 Any information contained on any Service is for general information purposes only, and the Licensor makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to any Services or the information, products, services, or related graphics contained on the Service for any purpose. Any reliance Licensee places on such information is therefore strictly at Licensee’s own risk.

10.1 This Agreement contains the entire Agreement between Licensee and the Licensor relating to the subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications.

10.2 Licensee must not assign, sublicense or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Licensor.

10.3 Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.

10.4 If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

10.5 Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.

10.6 This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.

10.7 A provision of or a right under this Agreement may not be waived or varied except in writing signed by the Licensee and Licensor.

10.8 This Agreement is governed by the laws of England and Wales and each party submits to the jurisdiction of the courts of England and Wales.

PII Tools Ltd reserves the right to change these terms and conditions from time to time at its sole discretion.