Terms And Conditions


END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY BEFORE CONTINUING WITH USE OF THIS PROGRAMME.

This EULA is a legal agreement between you (the “Licensee”) and Anthesis UK Ltd (“Anthesis”) in connection with the Licensee’s license (the “Software License”) to use the RiskHorizon™ software product (the “Software Product”) on the terms and conditions contained in the Software Product and under this EULA.

The Software Product may include associated software components, media, printed materials and “online” or electronic documentation. By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software Product.

The Software Product is protected by copyright and trademark laws and related international treaties, as well as, other intellectual property laws and treaties. The Software Product is licensed, not sold.


USE OF SOFTWARE PRODUCT

As the Licensee, you have the right to use the Software Product for a twelve (12) month period (together with any renewals thereof, the “Software License Term”) succeeding acceptance of this EULA (the “Service Commencement Date”) in consideration of the amount paid in the Software Product for the Software License (the “Software License Fee”). Unless you elect to cancel the Software License during the Software License Term, then upon the last day of the Software License Term (a) this EULA shall automatically renew, on a rolling basis, (b) Anthesis shall initiate a charge to your credit card on file in your account in the Software Product for the amount of the Software License Fee, and (c) the Software License Term shall be extended for an additional period of twelve (12) months.


MISCELLANEOUS

At any time, in their respective sole and absolute discretion, Anthesis may change the Software License Fee. Changes shall be incorporated into the Software Product (as applicable) and applied to you, if ever, solely on a prospective basis. Anthesis will provide you notification (which may, in Anthesis’s sole and absolute discretion, be provided electronically by notification during your use of the Software, email, or otherwise) of any change to the Software License Fee then applicable to you, provided that, Anthesis will not change such Software License Fee within forty-five (45) days of the then current expiration date of the Software License Term.

The Software License is expressly subject to Anthesis’s receipt from you of the applicable fees paid in full. There shall be no refunds for any amounts paid hereunder including without limitation the Software License Fee.

All Software License Fees and other fees payable hereunder, if applicable, are exclusive of any applicable taxes, including without limitation, sales, use, value-added, and withholding taxes, which shall be added at the rate and in the manner prescribed by law, from time to time and shall be payable by you.

Without prejudice to any other rights, Anthesis may terminate this EULA if you fail to comply with the terms and conditions set forth hereunder.


INTELLECTUAL PROPERTY

RiskHorizon™ is a trademark of Anthesis. All rights, title and interest in the Software Product belong to and shall remain vested in Anthesis, as applicable. You acquire no rights in the Software Product except where expressly granted in this EULA.

You have no right to access the Software Product in source code form or in unlocked coding or with comments.

You shall not: (a) attempt to duplicate, modify or distribute any portion of the Software Product; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form any of the Software Product, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or (c) use the Software Product to provide services to third parties; or (d) transfer, temporarily or permanently, any of your rights under this agreement; or (e) attempt to obtain, or assist others in obtaining, access to the Software Product, other than as provided in this EULA. Unauthorized use may subject you to severe civil and criminal penalties.

Except as expressly stated herein, this EULA does not grant you 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 Software Product.


DATA

All rights, title and interest in your organisation’s data that you enter into the Software Product (“Input Data”) belongs to and shall remain vested in you. It is your responsibility to keep copies of your Input Data and to take copies of any data generated from your Input Data through your use of the Software Product (“Output Data”).

You hereby grant to Anthesis a perpetual, transferable, irrevocable licence to store, manipulate, transmit, copy, display, sub-license or otherwise utilise your Input Data and any Output Data in anonymised form for any purpose not restricted to the performance of this EULA, including but not limited to providing industry and sector based benchmarking to third parties.

You acknowledge that continued use of the Software Product by you shall constitute acceptance of the quality of the data captured and/or calculation output via the Software Product.


WARRANTY

Anthesis warrants that it shall provide the Software Product in accordance with generally accepted applicable industry standards. The sole remedy for breach of the aforementioned warranty shall be re-performance of the particular service giving rise to the breach.

THE SOFTWARE PRODUCT IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. BFFA AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE PRODUCT, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT, ARISING FROM A COURSE OF DEALING, OR THAT THE SOFTWARE PRODUCT WILL NOT CONTAIN TECHNICAL INACCURACIES AND BE ERROR FREE.

Anthesis and/or its suppliers may make improvements and/or changes in the products and/or the programs described herein at any time.


LIMITATION OF LIABILITY

Anthesis do not exclude or limit liability for death or personal injury resulting from negligence, fraud or any other liability which may not by applicable law be excluded or limited. Subject to the foregoing, in no event shall Anthesis or its content providers be liable (whether for breach of contract, negligence or for any other reason), for any indirect, consequential or special loss, however arising and Anthesis’s liability to the Licensee, whether in contract, tort or otherwise, is limited to the subscription fees, if any, paid by the Licensee to Anthesis when the liability occurs.


EXPORT CONTROL

The Anthesis domain, the Software Product, and any associated services may use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The European Union and the United States also maintain a list of countries which are subject to trade embargoes (“Embargoed Countries”) and lists of nationals or residents thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (“Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software Product, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. You also warrant that you will not use the Software Product for any purposes prohibited by law.


ASSIGNMENT, COMMUNICATIONS, GOVERNING LAW, AND DISPUTE RESOLUTION

You shall not be entitled to assign this EULA or any rights hereunder. Any assignment made in violation of this provision shall be wholly void and invalid, the assignee shall acquire no rights whatsoever, and Anthesis shall not recognize, nor shall it be required to recognize, the assignment. Anthesis shall be entitled to sub-contract any of its and their obligations and to assign any of its and their rights under this EULA without requiring consent. Please contact Anthesis at the address set forth in the Software Product if you have any legal issues, questions or problems with this service. The governing law of this EULA shall be that of England and Wales excluding: (i) its conflicts of laws principles; and (ii) the United Nations Convention on Contracts for the International Sale of Goods. In the event of a dispute arising out of or relating to this EULA, including any questions regarding its existence, validity or termination, the dispute shall be referred to and finally resolved by arbitration in accordance with the UNCITRAL Arbitration Rules. The appointing authority shall be the London Court of International Arbitration and the number of arbitrators shall be one (1). The arbitrator shall have background and experience relevant to the transaction formalized in this EULA. The arbitration shall be a confidential proceeding, closed to the general public, and will take place in London, England. The language to be used in the arbitral proceedings shall be English. The decision rendered by the arbitrator will be binding upon the parties.