End User Licence Agreement
IMPORTANT NOTICE: VCONNECTA LIMITED A COMPANY INCORPORATED AND EXISTING UNDER THE LAWS OF THE REPUBLIC OF IRELAND (REGISTERED WITH COMPANY NUMBER 515149)
WHOSE BUSINESS ADDRESS IS AT UNIT 6A, SOUTH RING BUSINESS PARK, KINSALE ROAD, CORK, REPUBLIC OF IRELAND (THE "SUPPLIER") PROVIDES ACCESS TO A WEB BASED CAMPAIGN MANAGEMENT DATABASE.
BY CLICKING ON THE "ACCEPT" BUTTON OR USING THE SERVICES YOU AGREE TO THE TERMS OF THIS END USER LICENCE AGREEMENT (“EULA”) WHICH WILL BIND YOU AS THE END USER (AS DEFINED BELOW).
YOU ARE NOT REQUIRED TO ACCEPT THIS EULA BUT UNLESS AND UNTIL YOU DO YOU WILL NOT BE ABLE TO ACCESS THE SERVICES.
THIS IS A LICENSING AGREEMENT AND NOT A PURCHASE CONTRACT.
1. DEFINITIONS & INTERPRETATION
|Acceptable Use Policy||means the policy relating to the acceptable use of the Ecanvasser Platform at clause 11 of this EULA.|
|Client||means the company on whose behalf the End User has access to the Ecanvasser Platform|
|Ecanvasser Platform||means the web based campaign platform licensed by Supplier to the End User under this EULA including the Supplier IP and the Supplier Content.|
|End User||means the end user who is authorised by Supplier and the Client to use the Services.|
|End User Content||means the data input by the End User for the purpose of using the Ecanvasser Platform or facilitating the End User’s use of the Ecanvasser Platform.|
|Licence Term||has the meaning provided at clause 4.1.|
|Privacy Dashboard||means the dashboard available as part of the Ecanvasser Platform which sets out the privacy settings for the Services|
|Services||means the services provided by Supplier under this EULA including the provision of access to the Ecanvasser Platform|
|Software||means the software licensed by Supplier to the End User under this EULA which forms part of the Ecanvasser Platform including, databases, data schemas and data models.|
|Subscription Agreement||means the commercial agreement between Supplier and the Client for use of and access to Ecanvasser Platform.|
|Supplier IP||means the intellectual property rights in the Ecanvasser Platform, the Software and the Services and any updates or modifications thereto.|
|Supplier Content||means the information entered by Supplier or on behalf of Supplier into the Ecanvasser Platform which includes regulatory updates, expert comments, news and analysis and details of regulations and other documents.|
2. END USER LICENCE
2.1. Supplier hereby grants to the End User a non-exclusive, non-transferable license to use the Ecanvasser Platform during the Licence Term solely for the Client’s purposes.
2.2. The End User undertakes to keep the password for use of the Ecanvasser Platform secure and confidential.
2.3. The End User shall not access, store, distribute or transmit any viruses or any material when using the Ecanvasser Platform that is considered illegal or harmful or facilitates illegal activity.
2.4. The End User undertakes to use the Ecanvasser Platform in accordance with the Acceptable Use Policy.
2.5. The End User shall not except to the extent expressly permitted under this EULA:
2.5.1. attempt to modify, duplicate, create derivative works from, or distribute all or any portion of the Ecanvasser Platform (as applicable);
2.5.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
2.5.3. access all or any part of the Ecanvasser Platform in order to build a product or service which competes with the Ecanvasser Platform;
2.5.4. use the Ecanvasser Platform to provide services to third parties or in any way not connected to the Client; or
2.5.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Ecanvasser Platform available to any third party.
2.6. To be eligible to use the Ecanvasser Platform, the End User undertakes to meet the following criteria and represent and warrant to:
2.6.1. only maintain one End User account at any given time (unless explicitly consented to by Supplier);
2.6.2. provide all equipment, software, and internet access necessary to use the Ecanvasser Platform;
2.6.3. comply with all data protection rules and regulations applicable at the time of use and in particular to use the Services in accordance with the Privacy Dashboard and the record of processing activities described therein; and
2.7. understands and agrees that use of the use of the Ecanvasser Platform may entail the application of certain incidental usage charges during the installation and use of the Service. These charges may, among others, be levied by mobile network operators or internet service providers. The End User should consult their mobile data or internet data plan to identify any charges which may be incurred prior to the installation and operation of these Services. The Supplier shall have no responsibility for such charges.
2.8. The End User hereby agrees to indemnify and hold Supplier and its licensors harmless from and against any liabilities, damages, judgments, losses, costs and expenses (including reasonable legal fees) arising from the End User’s use of the Ecanvasser Platform in a manner inconsistent with this EULA.
3. LOCATION BASED SERVICES
3.1. In accordance with the CTIA (The International Association for the Wireless Telecommunications Industry) Best Practices and Guidelines for Location Based Services the Supplier is required to explain the location based aspect of the Service to the End User. The express consent of the End User will be obtained before access to the location based aspect of the Ecanvasser Platform is provided.
3.2. The location based services form an integral part of the operational aspect of the Services. In order for the location based aspect of the Service to operate correctly, the Supplier must be permitted to communicate with the phone/tablet and or computer (the “Device”) on which the ECannvasser Platform is used. By doing so, the Supplier will attempt to identify device location. This requires the collection, use and sharing, among other things of precise coordinate data, including real time geographic location of the device with the Supplier. This information is retained for the duration of this Agreement and for a short period following termination as further detailed in the Privacy Dashboard, in order to facilitate the efficacy of the Services . This information is accessible by the Supplier as further detailed in the Privacy Dashboard.
3.3. The Supplier or the Client will collect consent from the End User before use of the Ecanvasser Platform. The End User hereby authorizes the Supplier, to collect and use the End User location data in order to provide the Services. The End User will be provided with access to the Privacy Dashboard where the End User or the Client may disconnect a device from the location based aspect of the Services. Instructions of such opt out will be detailed on the Privacy Dashboard and on the settings of the Application. If this action is taken the Supplier may not be able provide the Services and the campaign data may be undermined as a consequence.
3.4. The Supplier does not represent that these Services are suitable for emergency situations and should not be relied upon as such. The Supplier shall not be liable for any reliance placed by an individual on these services especially in the in the event of death or serious injury.
4. LICENCE TERM
4.1. The “Licence Term” shall begin on the date of acceptance of this EULA and shall continue for as long as Supplier makes the Ecanvasser Platform available to the End User.
4.2. The End Users access may automatically deactivate and become non-operational at the end of the Licence Term.
5. THIRD PARTY PROVIDERS
5.1. The End User acknowledges that as part of using the Services, the End User may be able to access or integrate with the website content of, correspond with, and purchase products and services from, third parties via third-party websites or applications such as Nationbuilder, Mailchimp or Salesforce. The End User accesses this information at its own risk.
5.2. Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the End User, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the End User and the relevant third party, and not Supplier.
6. SUPPLIER'S OBLIGATIONS
6.1. Supplier undertakes to provide the Services with reasonable skill and care.
6.2. Notwithstanding the foregoing:
6.2.1. Supplier does not warrant that the End User's use of the Ecanvasser Platform will be uninterrupted or error-free; nor that the Ecanvasser Platform, the Services, the Supplier Content, and/or the information obtained by the End User through the Ecanvasser Platform will meet the End User's requirements; and
6.2.2. Supplier is 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.
6.3. Supplier reserves the right to modify the Ecanvasser Platform at any time. Supplier will make available to the End User all improvements from time to time made available by it to other customers.
6.4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EULA.
7. PROPRIETARY RIGHTS
7.1. The End User acknowledges and agrees that Supplier and/or its licensors own all intellectual property rights in the Supplier IP. Except as expressly stated herein, this EULA does not grant the End User 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 Supplier IP.
7.2. The End User or the Client as applicable shall own all rights, title and interest in and to all of the End User Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the End User Content.
8. LIMITATION OF LIABILITY
8.1. This clause 8 sets out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees, contributing experts, agents and sub-contractors) to the End User.
8.2. Nothing in this EULA excludes the liability of Supplier, for death or personal injury caused by Supplier's negligence or for fraud or fraudulent misrepresentation.
8.3. Subject to clause 8.2:
8.3.1. Supplier 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 this EULA; and
8.3.2. Supplier's total aggregate liability to the End User in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to the total fees paid by the Client during the twelve (12) months immediately preceding the date on which the claim arose. In the event that a claim is taken by the Client on behalf of the End User, Supplier’s sole liability shall be as set out in the Subscription Agreement (if applicable) and the End User shall not be entitled to pursue Supplier separately under this EULA for the same claim.
9. TERM AND TERMINATION
9.1. This EULA shall, unless otherwise terminated in accordance with its terms shall commence on the date of acceptance of this EULA and continue for the Licence Term.
9.2. This EULA shall terminate at the end of the Licence Term.
9.3. Supplier may grant access to the Ecanvasser Platform on a trial basis under this EULA. Such access may be terminated by Supplier at any time.
9.4. Supplier reserves the right to refuse to licence the Ecanvasser Platform to the End User or to discontinue the End User’s rights to access the Ecanvasser Platform at any time and at its sole discretion.
9.5. Upon termination of this EULA for any reason:
9.5.1. all rights granted to the End User under this EULA shall cease; and
9.5.2. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
10. GENERAL PROVISIONS
10.1. If any provision of this EULA is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.2. This EULA and the Subscription Agreement (as applicable) constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
10.3. Each of the parties acknowledges and agrees that in entering into this EULA it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this EULA or not) relating to the subject matter of this EULA, other than as expressly set out in this EULA.
10.4. The End User shall not, without the prior written consent of Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA.
10.5. Supplier shall have no liability to the End User under this EULA if it is prevented from or delayed in performing its obligations under this EULA, or from carrying on its business by events which are outside of its control.
10.6. The terms and conditions in the Subscription Agreement (if applicable) shall prevail over the terms and conditions in this EULA to the extent of any conflict. Terms contained in any purchase order acknowledgement or invoice will be of no effect, even if such acknowledgement or invoice provides that Supplier’s acceptance of the purchase order is conditioned on the End User’s agreement to the proposed terms contained in such acknowledgement or invoice.
10.7. This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws of the Republic of Ireland.
10.8. The parties irrevocably agree that in relation to any dispute or claim that arises out of or in connection with this EULA or its subject matter or formation (including non-contractual disputes or claims) the courts of the Republic of Ireland shall have jurisdiction.
11. ACCEPTABLE USE POLICY
11.1. Except as expressly set out in this EULA or as permitted by any local law, you undertake not to:
11.1.1. use the Services for any unlawful or illegal purpose, act dishonestly, fraudulently or unprofessionally by engaging in unprofessional behaviour by posting inappropriate, inaccurate, or objectionable content to or through the Ecanvasser Platform;
11.1.2. input personal or sensitive data relating to a data subject without explaining the purpose of the collection and processing of such data to the data subject;
11.1.3. make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the permanent aspects of the Ecanvasser Platform;
11.1.4. make any translation, adaptation, arrangement or any other alteration of the permanent aspects of the Ecanvasser Platform;
11.1.5. make any form of distribution to the public of the content of the Supplier IP, in whole or in part, or of copies thereof;
11.1.6. remove or alter any copyright or other proprietary notice from any part of the Supplier IP;
11.1.7. disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Ecanvasser Platform, or another product wholly or partially derived from any of the foregoing;
11.1.8. create a user account for anyone other than a natural person;
11.1.9. input personal data relating to any individual illegally;
11.1.10. harass, abuse or harm another person, including sending unwelcomed communications to others using the Ecanvasser Platform;
11.1.11. use or attempt to use another's account or create a false identity using the Ecanvasser Platform;
11.1.12. participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople for the purposes of creating a pyramid scheme or other similar practices;
11.1.13. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Ecanvasser Platform, or any part thereof;
11.1.14. use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or any part of the Ecanvasser Platform;
11.1.15. infringe or use the Supplier brand, logos and/or trademarks, including, without limitation, using the word “Ecanvasser” in any business name, email, or URL or including supplier’s trademarks and logos except as provided in any brand guidelines created by the Supplier or as expressly permitted by the Supplier;
11.1.16. use bots or other automated methods to access the Ecanvasser Platform, add or download contacts, send or redirect messages, or perform other activities through the Ecanvasser Platform, unless explicitly permitted by the Supplier;
11.1.17. engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Ecanvasser Platform or any website from which the Ecanvasser Platform is provided;
11.1.18. attempt to or actually access the Ecanvasser Platform by any means other than through the interfaces provided by the Supplier such as its mobile application or by navigating to www.ecanvasser.com using a web browser. This prohibition includes accessing or attempting to access the Ecanvasser Platform using any third-party service, including software-as-a-service platforms that aggregate access to multiple services;
11.1.19. deep-link to the website relating to the Ecanvasser Platform for any purpose, (i.e. including a link to the Supplier website other than the home page) unless expressly authorized in writing by the Supplier or for the purpose of promotion as set forth in any brand guidelines;
11.1.20. attempt to or actually override any security component included in or underlying the Ecanvasser Platform;
11.1.21. engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Supplier’s infrastructure, including, but not limited to, sending unsolicited communications to other users or Supplier personnel, attempting to gain unauthorised access to the Ecanvasser Platform, or transmitting or activating computer viruses through or on the Ecanvasser Platform;
11.1.22. upload, post, email, transmit or otherwise make available or initiate any content that:
(i) falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym;
(ii) is unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable;
(iii) adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “Name” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided);
(iv) includes information that you do not have the right to disclose, use or make available under any law or under contractual or fiduciary relationships;
(v) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
(vi) includes any unsolicited or unauthorised communication, advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation and/or
(vii) infringes upon the rights of individuals under applicable data protection laws where the Services are used.