End User Licence Agreement
CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. YOU ARE LICENSED TO DOWNLOAD AND USE THE PROVIDED SOFTWARE ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET OUT BELOW.
BY CLICKING "I AGREE" WHEN YOU FIRST INSTALL THE SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THIS LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT HEREIN. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT, YOU SHOULD NOT DOWNLOAD THE SOFTWARE, OR YOU SHOULD CLICK THE "CANCEL" BUTTON AND NOT USE THE SOFTWARE.
1 Definitions
2 Term
3 Licence
4 Copyright
5 Source Code
6 No assignment of Intellectual Property Rights
7 Warranties
8 Limitations and exclusions of liability
9 Acknowledgements and warranty limitations
10 Termination
11 Effects of termination
12 General
13 Indemnities
14 Privacy Policy
1 Definitions
In this end user licence agreement, the following expressions have the following meanings:
1.1 "Content" means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of www.ultwin.com.
1.2 "Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee.
1.3 "Effective Date" means the date upon which the Licensee gives express consent to this EULA by clicking "I Agree" when installing the Software for the first time.
1.4 "EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time.
1.5 "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
1.6 "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights; These include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.
1.7 "Licensee" means the licensee to whom the Licensor grants a right to use the Software under this EULA.
1.8 "Licensee Indemnity Event" has the meaning given to it in Clause 9.1.
1.9 "Licensor" means nGolf Ltd (previously known as Ultwin Ltd), a company incorporated in England and Wales (registration number 09750491) having its registered office at Rudyard Manor, Rudyard, Staffordshire, England, United Kingdom, ST13 8PN.
1.10 "Personal Information" means collectively all personal information collected and processed by the Licensor in relation to the use of the Software; This personal information is automatically logged by the server for www.ultwin.com.
1.11 "Service" means collectively any facilities, tools, services or information that the Licensor makes available through www.ultwin.com either now or in the future.
1.12 "Software" means:
(a) All of the contents of the files (delivered electronically or on physical media) with which this EULA is provided which includes, but not limited to, UltWin (the UltWin window management system).
(b) Updates, modified versions, additions, and copies of the Software provided by the Licensor.
1.13 "Software Defect" means a defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:
(a) Any act or omission of the Licensee.
(b) Any use of the Software contrary to the Documentation by the Licensee, or any person authorised by the Licensee to use the Software.
(c) A failure of the Licensee to perform or observe any of its obligations in this EULA.
(d) An incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification.
1.14 "Software Specification" means the specification for the Software set out in the Documentation.
1.15 "Source Code" means the software code in human-readable form or any part of the software code in human-readable form, including code compiled to create the Software or decompiled from the Software.
1.16 "Term" means the term of this EULA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.
1.17 "Updates" means minor or major updates to the Software.
1.18 "www.ultwin.com" means a website owned and operated by the Licensor.
2 Term
2.1 This EULA shall come into force upon the Effective Date.
2.2 This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 10.
3 Licence
3.1 The Licensor hereby grants from the date of supply of the Software to the Licensee a worldwide, non-exclusive licence to:
(a) Install the Software.
(b) Use the Software in accordance with this EULA.
(c) Use the Software in accordance with the Documentation.
(d) Create, store and maintain up to 1 back-up copy of the Software subject to the limitations and prohibitions set out and referred to in this Clause 3.
3.2 The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of the Licensor.
3.3 Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions:
(a) The Licensee must not sell, resell, rent or lease the Software.
(b) The Licensee must not alter, edit or adapt the Software.
(c) The Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.
3.4 The Licensee shall be responsible for the security of copies of the Software supplied to the Licensee under this EULA (or created from such copies) and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this EULA.
4 Copyright
4.1 The Software is protected by copyright law of the UK and international treaty provisions.
4.2 You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software belongs to or has been licensed by the Licensor and you will not acquire any rights to the Software except as expressly set forth in this EULA.
4.3 You agree that any copies of the Software will contain the same copyright and proprietary notices which appear on and in the Software.
5 Source Code
5.1 Nothing in this EULA shall constitute any licence of the Source Code.
5.2 Nothing in this EULA shall give to the Licensee, or third party, any right to access or use the Source Code.
6 No assignment of Intellectual Property Rights
Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or third party.
7 Warranties
7.1 The Licensee warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under the EULA.
7.2 The warranties and representations of the Licensor and Licensee in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into the EULA or any related contract.
8 Limitations and exclusions of liability
8.1 The Licensor will not be liable to the Licensee in respect of any losses arising out of a Force Majeure Event.
8.2 The Licensor will not be liable to the Licensee in respect of any loss of profits or anticipated savings.
8.3 The Licensor will not be liable to the Licensee in respect of any loss of revenue or income.
8.4 The Licensor will not be liable to the Licensee in respect of any loss of business, contracts or opportunities.
8.5 The Licensor will not be liable to the Licensee in respect of any loss or corruption of any data, database or software.
8.6 The Licensor will not be liable to the Licensee in respect of any special, direct, indirect or consequential loss or damage.
8.7 In the event that the Licensor incurs any liability of any kind, that liability shall be limited to the fee paid to the Licensor by the Licensee for the Software.
8.8 Nothing in this EULA will:
(a) Limit or exclude any liability for death or personal injury resulting from negligence.
(b) Limit or exclude any liability for fraud or fraudulent misrepresentation.
(c) Limit or exclude statutory rights of the Licensee, except to the extent permitted by law.
(d) Limit any liabilities or exclusions that is not permitted under applicable law.
9 Acknowledgements and warranty limitations
9.1 The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; Subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
9.2 The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; Subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
9.3 The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; The Licensor does not warrant or represent that the Software will be compatible with any other software.
9.4 The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software.
9.5 Except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or third party.
10 Termination
The Licensor may terminate this EULA by giving to the Licensee not less than 30 days written notice of termination.
11 Effects of termination
11.1 The Licensee must immediately cease to use the Software upon the termination of this EULA.
11.2 Within 10 business days following the termination of this EULA, the Licensee must:
(a) Return to the Licensor, or dispose of as the Licensor may instruct, all media in its possession, or control, containing the Software.
(b) Irrevocably delete from all computer systems in its possession, or control, all copies of the Software.
12 General
12.1 No breach of any provision of this EULA shall be waived except with the express written consent of the Licensor.
12.2 This EULA may not be varied except by a written document signed by, or on behalf of, the Licensor.
12.3 The Licensee may not assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this EULA without the prior written consent of the Licensor.
12.4 This EULA is made for the benefit of the Licensor and Licensee, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Licensor and Licensee to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
12.5 This EULA shall constitute the entire agreement between the Licensor and Licensee in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the Licensor and Licensee in respect of that subject matter.
12.6 This EULA shall be governed by and construed in accordance with English law.
12.7 This EULA, any disputes concerning this EULA, and the relationship between Licensor and Licensee (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
12.8 If any provision of this EULA is determined by the courts of England and Wales to be unlawful and/or unenforceable, the remaining provisions of this EULA shall not in any way be affected or impaired.
13 Indemnities
The Licensee shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the Licensee of this EULA (a "Licensee Indemnity Event").
14 Privacy Policy
This privacy policy applies to all Personal Information collected and processed in relation to the use of the Software.
14.1 How and why Personal Information is collected
Personal Information is automatically logged by the server hosting www.ultwin.com when using a mechanism provided in the Software to view Content, such as Documentation, or to check for and download Updates. The mechanism to check for and download Updates is configurable by users of the Software, and can be invoked automatically or manually.
Information automatically logged by the server hosting www.ultwin.com may be used for:
(a) Security monitoring.
(b) Marketing and analysis.
(c) Improving Content, Services and the Software.
(d) Providing support requested in relation to Content, Services and the Software.
14.2 More Details about the Personal Information Collected
The following information is automatically logged by the server hosting www.ultwin.com:
(a) Referrer.
(b) Error logs.
(c) User agent.
(d) Bytes served.
(e) Page requested.
(f) Request date/time.
(g) IP address and device identifier.
(h) Any other information that is automatically logged by the web server.
14.3 How Personal Information is Shared
Personal Information is not shared with third parties except for the following reasons:
(a) If the Licensor is obliged by law to share Personal Information to third parties.
(b) If the Licensor expands or reduces its business and this involves the transfer of control of certain divisions to other parties. Personal Information provided by users of the Software will, where it is relevant to any division so transferred, be transferred along with that division and the new owner, or newly controlling party, will be permitted to use the Personal Information under the terms of this privacy policy.
14.4 How Personal Information is Stored
14.4.1 Personal Information which is automatically logged by the server hosting www.ultwin.com is securely stored:
(a) In its original location, or it is compressed and encrypted to a storage device.
(b) In its original form, which could be in the form of emails, server logs or reports based on the server logs (reports based on server logs are usually provided by the hosting company for www.ultwin.com and do not contain personally identifiable information).
14.4.2 Personal Information which is automatically logged by the server hosting www.ultwin.com is securely deleted after a maximum of six years.
14.5 Your Data Protection Rights
14.5.1 Under the General Data Protection Regulation (GDPR), the lawful bases the Licensor relies on for processing Personal Information is: legitimate interest.
14.5.2 Under data protection law, you have rights including:
(a) Your right of access - You have the right to ask nGolf Ltd for copies of your Personal Information.
(b) Your right to rectification - You have the right to ask nGolf Ltd to rectify Personal Information you think is inaccurate. You also have the right to ask nGolf Ltd to complete Personal Information you think is incomplete.
(c) Your right to erasure - You have the right to ask nGolf Ltd to erase your Personal Information in certain circumstances.
(d) Your right to restriction of processing - You have the right to ask nGolf Ltd to restrict the processing of your Personal Information in certain circumstances.
(e) Your right to object to processing - You have the the right to object to the processing of your Personal Information in certain circumstances.
(f) Your right to data portability - You have the right to ask that nGolf Ltd transfer the Personal Information to another organisation, or to you, in certain circumstances.
14.5.3 You are not required to pay any charge for exercising your rights. If you make a request to exercise your rights, the Licensor has one month to respond to the request. Please contact info@ultwin.com if you wish to make a request.
14.6 How to complain
14.6.1 If you have any questions or concerns about the use of your Personal Information by the Licensor, you can make a complaint to info@ultwin.com.
14.6.2 You can also complain to the ICO if you are unhappy with how the Licensor has used your Personal Information.
The ICO's website: https://www.ico.org.uk
The ICO's helpline: 0303 123 1113
The ICO's address: Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire. SK9 5AF
