EULA

Last updated: May 03, 2018

Please read this End-User License Agreement (“Agreement”) carefully before clicking the “I Agree” button, downloading or using New Verve Consulting software products and related documentation (“Software”). By clicking the “I Agree” button, downloading or using the Software, you are agreeing to be bound by the terms and conditions of this Agreement. This Agreement is a legal agreement between you (either an individual or a single entity) and New Verve Consulting Ltd and it governs your use of the Software made available to you by New Verve Consulting Ltd. If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Software. The Software is licensed, not sold, to you by New Verve Consulting Ltd for use strictly in accordance with the terms of this Agreement.

License

New Verve Consulting Ltd grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Software strictly in accordance with the terms of this Agreement.

Restrictions

You agree not to, and you will not permit others to:

  • license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party.
  • modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Software.
  • remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of New Verve Consulting Ltd or its affiliates, partners, suppliers or the licensors of the Software.

Intellectual Property

The Software, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of New Verve Consulting Ltd.

Modifications to Software

New Verve Consulting Ltd reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to you.

Updates to Software

New Verve Consulting Ltd may from time to time provide enhancements or improvements to the features/functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

Updates may modify or delete certain features and/or functionalities of the Software. You agree that New Verve Consulting Ltd has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Software to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this Agreement.

Third-Party Services

The Software may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-Party Services”).

You acknowledge and agree that New Verve Consulting Ltd shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. New Verve Consulting Ltd does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Term and Termination

This Agreement shall remain in effect until terminated by you or New Verve Consulting Ltd.

New Verve Consulting Ltd may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from New Verve Consulting Ltd, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Software and all copies thereof from your mobile device or from your computer.

Upon termination of this Agreement, you shall cease all use of the Software and delete all copies of the Software from your mobile device or from your computer.

Termination of this Agreement will not limit any of New Verve Consulting Ltd’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Indemnification

You agree to indemnify and hold New Verve Consulting Ltd and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Software is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, New Verve Consulting Ltd, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, New Verve Consulting Ltd provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither New Verve Consulting Ltd nor any New Verve Consulting Ltd’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Software, or the information, content, and materials or products included thereon; (ii) that the Software will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Software.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of New Verve Consulting Ltd and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software.

To the maximum extent permitted by applicable law, in no event shall New Verve Consulting Ltd or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Software, third-party software and/or third-party hardware used with the Software, or otherwise in connection with any provision of this Agreement), even if New Verve Consulting Ltd or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severance

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

Amendments to this Agreement

New Verve Consulting Ltd reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Software after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Software.

Governing Law

The laws of Scotland, excluding its conflicts of law rules, shall govern this Agreement and your use of the Software. Your use of the Software may also be subject to other local, state, national, or international laws.

Contact Information

If you have any questions about this Agreement, please contact us at info@newverveconsulting.com.

Entire Agreement

The Agreement constitutes the entire agreement between you and New Verve Consulting Ltd regarding your use of the Software and supersedes all prior and contemporaneous written or oral agreements between you and New Verve Consulting Ltd.

You may be subject to additional terms and conditions that apply when you use or purchase other New Verve Consulting Ltd’s services, which New Verve Consulting Ltd will provide to you at the time of such use or purchase.

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