EULA (End User license agreement)

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EULA (END USER LICENSE AGREEMENT)

TDS Ultra Limited – End User Licence Agreement (EULA) 

PLEASE READ THESE TERMS CAREFULLY
You are being given access to TDS Ultra as agreed with your employer as an authorised user of (“Service Subscriber”).

By clicking the 'Confirm and Proceed' box you acknowledge that you have read and accept the terms of this EULA. If you do not agree to these terms in their entirety you should not use TDS Ultra.

WHO WE ARE AND WHAT THIS AGREEMENT DOES 

TDS Ultra Limited (“TDS Ultra” or “we”) is a company incorporated and registered in England and Wales under company number 10219630 whose registered office is Europa House Southwick Square, Southwick, Brighton, West Sussex, England, BN42 4FJ, United Kingdom, and we license you to use: 

· the TDS Ultra service. (Service); 

· the related online documentation (Documentation) only as permitted in these terms and for as long as you remain an authorised user (Authorised User) of the organisation permitting you to access (Service Subscriber) the Services strictly in accordance with this EULA.

SERVICE SUBSCRIBER’S TERMS ALSO APPLY 

The ways in which you may use the Service and Documentation, and how any personal data is collected and used, may in addition be governed by your Service Subscriber’s rules and policies, which you should ensure you are familiar with and consent to. We take no responsibility or liability for your use or inability to use the Service under these additional rules and policies. 

You acknowledge and accepts that the Service and Documentation are provided as is and have not been developed and are not intended to meet your, or your Service Subscriber’s specific needs.
 

SUPPORT AND HOW TO TELL US ABOUT PROBLEMS

If you want to learn more about the Service or have any problems using them please take a look at our support resources at www.tdsultra.com.

 If you have questions about this agreement and how data is being used please contact privacy@tdsultra.com.

HOW YOU MAY USE TDS ULTRA 

In return for your agreeing to comply with these terms you may: 

· access and use the Service solely as an Authorised User of the your Service Subscriber, and 

· use any Documentation

·  to support your permitted use of the Service. 

YOU MUST BE 18 TO ACCEPT THESE TERMS - You must be 18 or over to accept these terms. 

YOU MAY NOT TRANSFER YOUR ACCESS TO ANYONE ELSE - We are giving you a personal right to use the Service as set out above. Whilst you may have sharing rights as an Authorised User of your Service Subscriber you may not otherwise transfer your permission to access the Service to anyone else, whether for money, for anything else or for free. 

CHANGES TO THESE TERMS - We may need to change these terms to reflect changes in the law or best practice or to deal with additional features which we introduce. We will not require you to agree to a new EULA so long as the changes do not materially adversely affect your rights and obligations under these terms or impose additional obligations or liability on you or your Service Subscriber.

We will endeavour to give reasonable notice of any change to your Service Subscriber and inform you of the implementation of these changes when you next use the Service.

If you do not accept the notified changes you will not be permitted to continue to use the Service. 

UPDATES AND CHANGES TO TDS ULTRA  - From time to time we may automatically update and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. 

 WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO - The Service may contain links to other independent websites or services which are not provided by us (such as the Service Subscriber or DVSA). Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). 

You will need to make your own independent and professional judgement about whether to use any such independent sites, including whether to access or use any products or services offered by them. 

EULA RESTRICTIONS - You agree that you will not:

 

· attempt to copy, modify, duplicate, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service and/or Documentation (as applicable) in any form or media or by any means, except as part of the normal use of the Service;

· attempt to de-compile, reverse compile, disassemble, reverse engineer, create derivative works or otherwise reduce to human-perceivable form all or any part of the Service, nor attempt to do any such things, except to the extent that such actions cannot be prohibited; 

· translate, merge, adapt, vary or alter the whole or any part of the Documentation or Service nor permit the Service, Documentation or any part thereof to be combined with, or become incorporated in, any other programs or services, except as necessary to use the Services on devices as permitted in these terms;

· access all or any part of the Service and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

· use the Service and/or Documentation to provide services to third parties without the express consent of TDS Ultra;

· license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Authorised Users; or

· attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation; and you must comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Service.

 

ACCEPTABLE USE RESTRICTIONS  - Your use of the Service must comply with these acceptable use restrictions, as amended from time to time and made available or known to you. You must: 

· not use the Service  in any unlawful manner, for any unlawful purpose, or act fraudulently or  maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Service or any operating  system; 

· not infringe our intellectual property rights or those of any third party (including your) Service Subscriber) in relation to your use of the Service, including by  the submission of any material by you for use with, sharing or storage by  the Service (to the extent that such use is not licensed by these terms); 

· not upload, record or  download any material that is defamatory, racist, offensive or otherwise  in our sole discretion objectionable in relation to your use of the Service; 

· not use the Service  in a way that could damage, disable, overburden, impair or compromise our  systems or security or interfere with other users; 

· not collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service; and 

· not use the Service whilst driving any form of vehicle. 

 INTELLECTUAL PROPERTY RIGHTS 

Except as agreed otherwise with your Service Subscriber, all intellectual property rights in the Documentation and the Services, including any software utilised, throughout the world belong to us (or our licensors) and the rights in the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Documentation or the Services other than the right to use them in accordance with these terms.

Your Service Subscriber may permit you to use, under licence, intellectual property it owns or licences (such as images, text or data) from a third party (including from us) as an Authorised User of the Services and in any materials (Output Material) produced using the Services.

You agree to not infringe our intellectual property, the intellectual property of your Service Subscriber or any other third party by using the Services or creating any Output Material and you agree to indemnify us fully against any third party intellectual property claims arising as a result of your use of the Service, uploading or production of any materials as a result of your use. 

WE MAY COLLECT DATA ABOUT YOUR USE OF TDS ULTRA 

We only use any personal data we collect through your use of the Service in the ways set out in our Privacy Policy which is available here https://tdsultra.com/privacy-policy 

By using the Service, you agree to us collecting and using technical information about your sue of the Services, the devices and vehicles you use the Service with and related software, hardware and peripherals to improve our products and to provide the Service to you.

You also consent to your Service Subscriber having access to your user log of Service activities, inputs and outputs. 

If you wish to exercise any of your rights as a Data Subject in relation to your use of TDS Ultra then in the first instance please contact your Service Subscriber. 

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. 

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU 

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation. 

We are not liable for certain losses. If you use the Service for any commercial or business purpose beyond that of or permitted by your Service Subscriber we may not have any liability to you for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss or corruption of data, or pure economic loss, or any special, indirect or consequential loss, costs, damages, charges or expenses however arising. 

Your Service Subscriber operating a current valid Subscription Plan may have additional rights. 

Limitations to the Services. The Service is provided to you for use solely as an Authorised User of your Service Subscriber. Although we make reasonable efforts to update the information provided by the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. 

The Service is provided as is and intended to supplement not substitute your professional expertise and judgment as an Authorised User of your Service Subscriber.

As such, you and your Service Subscriber assume responsibility for results obtained from the use of the Services and the Documentation and for conclusions, advice or decisions made or offered, including to your own customers, or materials produced or drawn from such use, including any Output Material.

TDS Ultra shall have no liability for any damage caused by errors or omissions in any information, provided to us by you or your Service Subscriber in connection with the Service, including the Input Material, or any actions taken by TDS Ultra at you or your Service Subscriber’s direction. 

When using the Service, you must take responsibility for your access to and use of the Service and deciding what services or remedies to utilise with and through your Service Subscriber, including in relation to your own customers, in any particular circumstances:

· TDS Ultra does not purport to know and cannot know the particular circumstances, professional capabilities or limits of Authorised Users or Service Subscribers and so cannot advise as to particular use scenarios; 

· while the Services draw on reputable sources of information

· from third party sources or      suppliers, such as the DVSA and other providers (collectively Third Party Information), TDS Ultra does not and cannot validate or verify any third party information, including any Input Material, made available through the Service and the information supplied is not exhaustive and cannot therefore be relied on as complete; 

· although the Third-Party Information and other data and information used by and accessed via the Service is updated on a regular basis, the Service Subscriber and Authorised Users should ensure that are personally satisfied that any Third Party Information, or other information or data is current. 

In any event, 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 agreement.

We shall not be responsible for any loss, destruction, alteration or disclosure of Input Material caused by any third party, including the Service Subscriber, other than our duly appointed sub-contractors or agents. 

Check that the Services are suitable for you. TDS Ultra has not been developed to meet your or your Service Subscriber’s individual requirements and is to be used by you on an as is basis. 

We are not responsible for events outside our control. If our provision of the Service or support for the Service is delayed by an event outside our control then we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event. 

WE MAY END YOUR RIGHTS TO USE THE SERVICE IF YOU BREAK THESE TERMS

We may end your rights to use the Service at any time by contacting you or your Service Subscriber if, in our opinion, you have broken these terms in a serious way. 

If we end your rights to use the Service: 

· you must stop all activities authorised by these terms, including your use of the Service; and 

· you must delete or remove any log-in or access information or passwords that enable you to access the Service. 

WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these terms to another entity provided we give you reasonable notice. 

YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE

You may only transfer your rights or your obligations under these terms to another person if we agree in writing. 

NO RIGHTS FOR THIRD PARTIES

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST REMAINS IN FORCE

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN ENFORCE IT LATER 

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

WHICH LAWS APPLY TO THIS CONTRACT 

These terms are governed by English law and the exclusive jurisdiction of the Courts of England and Wales.