PLEASE READ CAREFULLY BEFORE USING NETWORK OF FIDELITY:
This END USER LICENCE AGREEMENT (the “EULA” or the "Licence") is a legal agreement between you (the "Licensee" or "you") and NETWORK OF FIDELITY LIMITED, a limited company, whose operational place of business is at the 18 Mallow Street, Limerick, Republic of Ireland, Companies Registration Office number 588709 ("the Company", “Licensor”, “Network of Fidelity”, “our” or "we") for your licensed use of and access to www.net-fi.com (the “Website”) and the multi-platform smartphone and tablet software application (the “Mobile Application”) (together the Website and the Mobile Application are hereafter described as the “Platform”) and your access to information provided by Network of Fidelity and as described on the Website from time to time (the "Services") in accordance with the terms of this Agreement.
BY REGISTERING FOR, UPLOADING TO AND/OR DOWNLOADING DATA AND INFORMATION FROM THE PLATFORM AND YOUR SUBSEQUENT CONTINUED USE OF THE PLATFORM AND THE SERVICES, YOU CONSENT TO BE BOUND BY THIS LICENCE. BY TICKING THE BOX ON REGISTRATION, AND AT ANY OTHER TIME ON LOGGING IN TO THE WEBSITE, THE WEB APPLICATION AND/OR THE APPLICATION AND THROUGH YOUR CONTINUED USE OF THE SERVICES AND THE PLATFORM, YOU AGREE TO BE BOUND TO THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT REGISTER FOR THE PLATFORM, OR USE ANY OF THE SERVICES. BY TICKING BOX YOU CONFIRM THAT YOU HAVE READ, ACCEPT AND UNDERSTOOD THE TERMS OF THIS LICENCE AGREEMENT, THAT YOU ALSO CONSENT TO USE ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR TICKING OF BOX TO BE AN ELECTRONIC SIGNATURE SUFFICIENT TO BIND YOU TO THE TERMS OF THIS LICENCE AGREEMENT.
1. GRANT AND SCOPE OF LICENCE
1.1 General: The Company provides you with access to the Services through the Platform, for your own personal non-commercial use only.
1.2 Definitions:
1.2.1 Content: the Services and the Platform tools, designed to assist in connecting drivers and passengers in a contractual relationship without the involvement of the Company “Content”; and
1.2.2 User Generated Content: the information or content provided by an End User posted to the Platform.
1.3 Licence: Network of Fidelity hereby grants to you a limited, personal, non-commercial, non- exclusive, non-transferable, temporary, revocable, non-assignable, non-sub-licensable licence and right to access the Platform and the Services though a generally available web browser, mobile device operating system or through the Web and Mobile Applications in consideration of your strict and continued compliance with the following conditions:
1.3.1 your agreement, as evidenced by your acceptance of this EULA and your continued use of the Platform and the Services, to abide by the terms of this Licence;
1.3.2 your continuing compliance with the terms of this EULA and the Privacy Policy posted on the Website (which is hereby incorporated by this reference); and
1.3.3 not to use scraping, spidering, crawling or other technology or software of a malicious nature to access or make available to third parties information or data secured by the Platform, whether such data or information relates to Network of Fidelity, the Platform, the Services or Content without the express written consent of Network of Fidelity.
1.4 Use: Any use of the Platform, its software and/or Services or any part thereof in a manner contrary to the scope and purpose of this Licence is strictly prohibited and a violation of this Agreement, terminable in accordance with Section 12. This Platform and the Content is only available via licensed application marketplaces such as the Apple App Store and Google Play and directly as a web app from www.net-fi.com. Sourcing this Platform from another source without the consent of Network of Fidelity is not permitted and a direct breach of the terms of this Agreement.
1.5 Intellectual Property:
1.5.1 “Intellectual Property Right(s)” includes any patent, trade or other mark, registered design, topography right, copyright, database right or any other right in the nature of any of the foregoing (or application, or right to apply for, any of the foregoing), and trade or business name, invention, discovery, improvement, design, technique, confidential process or information or know how, in each case subsisting anywhere in the world and whether registered, unregistered, or unregisterable, and any licence or right of user of any of the foregoing, and the full right to all legal protection relating to the same;
1.5.2 Network of Fidelity reserves all Intellectual Property Rights in and to the Platform, the Content and the Services and any such Intellectual Property Right shall at all times be and for all purposes remain vested in Network of Fidelity and/or its licensors, including all copies made of the Website and the Mobile Application in accordance with Section 10.
1.6 Reciprocal Licence: End Users grant to Network of Fidelity and its licensors an irrevocable, royalty free and non-exclusive licence to use, copy, modify, adapt, translate and distribute anonymised statistical or operational information relating to the uses made of the Application by End Users, or about the Device and related software, hardware and peripherals, information relating to the Device and the Platform and content on the Device (“Metadata”) to provide services and to develop and improve the Platform. Metadata expressly does not include personal data the use, control and processing of which is governed by our Privacy Policy.
2. ACCESS TO THE SERVICES
2.1. Your Account: Network of Fidelity is offering access to and use of the Platform and the Services solely for use by the person or entity in whose name an account is registered and not for the use or benefit of any third party. Network of Fidelity may change, suspend or discontinue any part of the Platform, the Content and/or the Services at any time, including the availability of any feature, database, or content.
2.2 Account Limitation: The Company may also impose limits on certain features of the Platform and the Services or restrict your access to parts or all of the Services without notice or liability. For as long as the Company continues to offer the Platform and the Services, we shall provide and seek to update, improve and expand. Therefore, Network of Fidelity reserves the right, at its discretion, to modify this EULA at any time by posting a notice on the Mobile Application, or by sending you a notice via e-mail, and you consent to the receipt of such notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Platform and the Services following such notification constitutes your acceptance of the terms and conditions of this EULA as modified. Any new features that materially augment or enhance the Platform and/or the Services currently available, including the release of new tools and resources, shall be subject to this Agreement (as updated). You can review the most current version of the EULA at any time at: www.net-fi.com/eula .
2.3 Account Availability: The Company will use reasonable efforts to ensure that the Platform and the Services are available twenty-four hours a day, seven days a week. However, access to the Platform and Services shall be as they may exist and be available on any given day and the Company has no other obligation, except as expressly stated in this EULA. There will be occasions when the Platform and the Services will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Network of Fidelity to minimize such disruption where it is within Network of Fidelity’s reasonable control. YOU AGREE THAT NETWORK OF FIDELITY WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE PLATFORM, SERVICES OR OTHER CONTENT. The Company retains the right to create limits on use and storage with respect to the Platform and the Services determined at its sole discretion at any time with or without notice.
2.6 Eligibility: To be eligible to use the Website, the Application and the Services, you must meet the following criteria and represent and warrant that you:
2.6.1 are not currently restricted from use of the Website, the Application and the Services, or not otherwise prohibited from having a Network of Fidelity account;
2.6.2 will only maintain one End User Account at any given time (unless explicitly consented to by Network of Fidelity);
2.6.3 will not violate any rights of Network of Fidelity, including Intellectual Property Rights such as copyright, patent, design or trademark rights;
2.6.4 agree to provide at your cost all equipment, software, and internet access necessary to use the Platform and the Services;
2.6.5 understand and agree that use of the Platform and the Services may entail the applicability of certain incidental usage charges (“Incidental Charges”) during the installation and use of the Service. These Incidental Charges may, among others, be levied by your mobile network operator or your internet service provider. You are advised to consult your mobile data or internet data plan to identify the Incidental Charges which may be incurred prior to the installation and operation of these Services; and
2.7 Suitability: You certify to Network of Fidelity that you are legally permitted to use the Platform and the Services, and take full responsibility for the selection and use of the Platform and the Services.
2.8 Prohibition by law: This Agreement is void where prohibited by law, and the right to use the Platform and Services are revoked in such jurisdictions. Network of Fidelity makes no claim that the Services may be lawfully used or that User Generated Content may be uploaded or downloaded in any jurisdiction save the jurisdiction specified by this EULA. Access to the Content made available via the Platform may not be legally permitted by certain persons or in certain countries. If you use the Services or the Platform from outside Ireland, you do so at your own risk and you are responsible for compliance with the laws of that jurisdiction. Furthermore, if you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
2.9. Privacy: Please note that privacy is very important to us. You should not enter information that is confidential in nature, by avoiding inputting them in fields that would present in a public manner or as identifying information. Please see our Privacy Policy which governs the manner in which your personal information is used and displayed by Network of Fidelity.
3. REGISTRATION
3.1 Registration Process:
3.1.1 Information: If you choose to create an End-User Account, you agree to provide only accurate and complete registration information and you will keep that information up-to-date if it changes. We will retain this information in accordance with the terms of our Privacy Policy.
3.1.2 Registering: When you register, you will be required to generate a unique log -in credential (a password) which relates to your own personal email address. Your password will be subject to certain limitations as regards availability, at the sole discretion of Network of Fidelity. We reserve the right to forfeiture of your password at any time. The combination of your email address and password permits us to verify you as the permitted and authorised user of the particular End-User Account, as well as providing access to the secure parts of the Platform and the Services. Access to the secure aspects of the Platform and the Services is not permitted for any other person or entity using your email and password and you are responsible for preventing such unauthorized use. Upon successful completion of the registration process, you will be afforded access to your End-User Account. You will be required to validate your End User Account through a validation process by email.
3.2 Access Denial: Individuals whose access to the Website, the Application or use of the Services has previously been terminated by Network of Fidelity may not register for another account, nor may you designate another individual to use your account on your behalf. Network of Fidelity expressly reserves the right not to grant access to anyone they may choose, to the Services, the Platform or to create an End-User Account for any reason.
3.3 Authentication: The Website and Application rely on email addresses and passwords to know whether the person accessing the Platform and utilising the Services are authorized to do so. If someone accesses the Platform and or the Services using an email address and/or password that you have provided us with, we will rely on that email address and password and will assume that access has been made by you. You are recommended to change your password regularly to prevent unauthorised use. You are solely responsible for any and all access to the Platform, your End-User Account and/or use of the Services by persons using your email address and password. Please notify us immediately if you believe or become aware that your End-User Account is being used without your authorization.
3.4: Access Indemnity: You indemnify us and hold us harmless for all damages and losses related to your failure to comply with the provisions of this Section 3, including, without limitation, your failure to secure your End-User Account from third party access.
4. AGE AND RESPONSIBILITY
4.1 Age: Any individual making use of the Platform or the Services must be over 18 years of age to register or utilise them.
4.2 Responsibility:
4.2.1 By using and registering for the Platform and the Services, you understand that you are financially responsible for the applicable costs (if any) of using the services as detailed in this Agreement.
4.2.2 You agree to notify us immediately of any unauthorised use of your log-on information or any other breach of security.
5. USER UNDERTAKINGS
5.1 Undertaking: Except as expressly set out in this Licence or as permitted by any local law, you undertake not to:
5.1.1. use the Services for any unlawful or illegal purpose;
5.1.2. act dishonestly or fraudulently by engaging in objectionable conduct, or by posting inappropriate, inaccurate, or objectionable content to or through the Platform;
5.1.3 publish inaccurate information in the designated fields on registration for the service (e.g. do not include a link or an email address in your name field)
5.1.4. make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Platform, the software and or content contained in either or both;
5.1.5. make any translation, adaptation, arrangement or any other alteration of the permanent aspects of the Platform or any of the software contained in either or both;
5.1.6. make any form of distribution to the public of the content of the Platform, the software, in whole or in part, or of copies thereof;
5.1.7. make any form of distribution to the public of the Content or any other content on the Platform save as in accordance with the terms of this EULA;
5.1.8. remove or alter any copyright, meta-tags or other proprietary notice from the Platform, the Software and/or the Content;
5.1.9 disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the content of the Platform, the Content or another associated data, information, product or content wholly or partially derived from any of the foregoing;
5.1.10. create an End-User Account for anyone other than a natural person;
5.1.11. harass, abuse or harm another person, including sending unwelcomed communications to others using the Services;
5.1.12. use or attempt to use another End Users account without authorization from Network of Fidelity or that End User or create a false identity on the Website and/or the Application;
5.1.13. Upload, post, email, transmit or otherwise make available or initiate any content that:
a) falsely states, impersonates or otherwise misrepresents your identity to Network of Fidelity, including but not limited to the use of a pseudonym;
b) is unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable;
c) adds to a content field such 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 by Network of Fidelity);
d) includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships.
e) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; and/or
f) includes any unsolicited or unauthorised communication, advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (i) using Network of Fidelity to send messages to people who have not expressly consented to the receipt of such contact through the privacy controls on the system; (ii) sending messages to distribution lists, newsgroup aliases, or group aliases.
5.1.14. imply or state, directly or indirectly, that you are affiliated with or endorsed by Network of Fidelity unless you have entered into a written agreement with Network of Fidelity;
5.1.15. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used in the Platform or to provide the Services, or any part thereof;
5.1.16. use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Platform;
5.1.17. infringe or use the Network of Fidelity brand, logos and/or trademarks, including, without limitation, using the words “Network of Fidelity” ,net-fi and netfi in any business name, email, or URL or including Network of Fidelity’s trademarks and logos except as expressly permitted by Network of Fidelity;
5.1.18 use bots or other automated methods to access the Platform, add or download contacts, send or redirect messages, or perform other activities through the Platform, unless explicitly permitted by Network of Fidelity;
5.1.19. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform;
5.1.20. Attempt to or actually access the Platform by any means other than through the interfaces provided by Network of Fidelity. This prohibition includes accessing or attempting to access Network of Fidelity using any third-party service, including software-as- a-service platforms that aggregate access to multiple services, including Network of Fidelity and proxy services;
5.1.21. Deep-link to the Platform for any purpose, (i.e. including a link to Network of Fidelity other than the home page) unless expressly authorized in writing by Network of Fidelity or for the purpose of authorised promotion;
5.1.22. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Network of Fidelity’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or Network of Fidelity personnel, attempting to gain unauthorised access to Network of Fidelity, or transmitting or activating computer viruses through or on the Platform.
5.2. Compliance Indemnity: You hereby agree to indemnify and hold Network of Fidelity and its licensors harmless from and against any liabilities, damages, judgments, costs and expenses (including reasonable legal fees and indirect and consequential loss) (“Losses”) arising out of your registration for the Website, any downloading, installation and use of the Application software, or use of the Services in a manner inconsistent with this EULA.
5.3 Warranty: You represent and warrant that you have the legal right and capacity to enter into this EULA in your jurisdiction.
6 NETWORK OF FIDELITY’S UNDERTAKINGS
6.1 Network of Fidelity Indemnity: We shall indemnify you against any claim that your use of or access to the Platform or Services infringes the copyright of any third party provided:
6.1.1 such claim relates to the technology and software underlying the Platform and or the Services;
6.1.2 we are immediately notified of any such claim;
6.1.3 you do not make any admission of liability;
6.1.4 we are given immediate and complete control of such claim, including the right to conduct the defence of any claim and to make any settlements as appropriate; and
6.1.5 the claim does not arise on foot of any of the circumstances set out in Section 5 above.
6.2 Remedies: We shall have the right at our discretion, to replace, modify or change the software incorporated in the Services to make any such software non-infringing. The maximum aggregate liability of Network of Fidelity shall be equal to that which is set out in section 9 of this Agreement. This states the entire liability of Network of Fidelity to you in respect of the infringement of the Intellectual Property Rights of any third parties.
6.3. Disclosure of End User Information:
6.3.1. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to:
(a) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures;
(b) enforce this Agreement;
(c) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency;
(d) respond to customer service inquiries; or
(e) protect the rights, property, or personal safety of Network of Fidelity employees, our users or the public.
6.3.2. Disclosures of user information to third parties other than those required to provide customer support, to administer this EULA, or to comply with legal requirements are addressed in the Privacy Policy.
7 THIRD PARTY SITES
7.1 Links: Network of Fidelity if it includes links to third party web sites in its Content (“Third Party Site(s)”) is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or applications. If you decide to access Third Party Sites, you do so at your own risk and agree that your use of any Third Party Sites is on an “as-is” basis without any warranty, and your use of any Third Party Site is subject to the terms and conditions contained therein.
8. WARRANTY & DISCLAIMER
8.1 ANY INFORMATION OR CONTENT CONTAINED IN THE PLATFORM OR PROVIDED VIA THE SERVICES IS PROVIDED “AS IS” OR “AS AVAILABLE”. While NETWORK OF FIDELITY strives to provide you with useful and accurate information, NETWORK OF FIDELITY does not warrant, and expressly disclaims, that the information contained in CONTENT PROVIDED BY this PLATFORM is up-to- date and complete.
8.3 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE PLATFORM, THE SERVICES, OR DO NOT AGREE WITH THE TERMS OF THIS EULA, YOU MAY CLOSE YOUR NETWORK OF FIDELITY ACCOUNT AND TERMINATE THIS EULA IN ACCORDANCE WITH SECTION 12 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. This PLATFORM AND THE CONTENT PROVIDED BY IT, must not be considered complete or comprehensive due to possible errors in the database.
8.4 NETWORK OF FIDELITY IS NOT RESPONSIBLE AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES OR COMMUNICATION (SUCH AS EMAILS, FORUM POSTINGS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) UPLOADED TO THE NETWORK OF FIDELITY PLATFORM. THE TRANSMISSION OF ANY SUCH MESSAGES OR COMMUNICATION SHALL BE ENTIRELY THE RESPONSIBILITY OF THE MOBILE NETWORK OPERATOR OR BROADBAND INTERNET PROVIDER. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR PERSONAL USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE PLATFORM OR ANY USER MANUALS MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
8.5 NETWORK OF FIDELITY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, NETWORK OF FIDELITY DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
8.6 NETWORK OF FIDELITY DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN OPERATION. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. NETWORK OF FIDELITY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY. FURTHERMORE, NETWORK OF FIDELITY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE PLATFORM DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
9. LIMITATION OF LIABILITY.
9.1 Precedence: This Section prevails over all other provisions of this EULA and sets out the entire liability of Network of Fidelity in respect of:
9.1.1 the performance, non-performance, purported performance or delay in performance by Network of Fidelity of its obligations under this EULA; and
9.1.2 otherwise in relation to this Agreement or the entering into or performance of this EULA.
9.2 Losses not excluded: Nothing in this EULA shall exclude or limit Network of Fidelity’s liability specifically;
9.2.1 under the tort of deceit;
9.2.2 for death or personal injury caused by any breach of duty;
9.2.3 any breach of an obligation implied by the Sale of Goods Act 1893 and/or the Sale of Goods, Supply of Services Act 1980 (if any); or
9.2.4 any other liability to the extent that under applicable law it cannot be excluded or limited.
9.3 No Implied Terms: The terms of this EULA are in lieu of all other conditions, warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, any services (except for those arising under the Sale of Goods Act 1893 and/or the Sale of Goods, Supply of Services Act 1980 (if any) which might but for this Clause have effect between Network of Fidelity and you or would otherwise be implied or incorporated into this EULA or any collateral contract, whether by statue, common law, or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care), all of which are hereby excluded.
9.4 Non-Contractual Liability: Subject to 9.2, Network of Fidelity does not accept, and excludes all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under this EULA.
9.5 Indirect Loss: Subject to 9.2, Network of Fidelity shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage, (whether or not such damage was foreseen, foreseeable, known or otherwise):
9.5.1 revenue, actual or anticipated profits, contracts, use of money, anticipated savings, business, opportunity, goodwill, reputation, damage or corruption of data ; or
9.5.2 any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in 9.5.1).
9.6 Breach of Warranty: For the avoidance of doubt, Network of Fidelity shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:
9.6.1. any use of the Services by you other than in accordance with the terms of this Agreement or use of the Services for a purpose for which they were not designed;
9.6.2. any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Platform;
9.6.3. any reverse assembly, reverse compilation, reverse engineering or adaptation of the whole or part of the Platform;
9.6.4. any alteration, modification, adjustment, translation, adaptation or enhancement made by you to the Website or the Application or any combination, connection, operation or use of the Platform with any other equipment, software or documentation;
9.6.5 any dissemination, sale, hire, lease offer or exposure for sale or distribution of the Platform;
9.6.6 any item of third party hardware or software, even if forming part of the software or if the Licensor has recommended such third party hardware or software;
9.6.7 any breach by you of your obligations under this Agreement or of the Licensor’s Intellectual Property Rights; or
9.6.8 any act, omission, negligence, fraud or default of or by you.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Vesting: You acknowledge that all Intellectual Property Rights, title and interest in the Platform and the Services contained therein, throughout the world belong to Network of Fidelity, that rights in the these are licensed (not sold) to you, and that you have no rights in, or to, the Platform and the Services other than the right to use them in accordance with the terms of this EULA.
10.2 Contributions: Network of Fidelity provides a feedback facility and engages in surveys from time to time. Please note that Network of Fidelity develop or are developing similar ideas independently of any content, information, ideas, suggestions or other materials which you may supply.. Any ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the Website, the Application and or the Services (“Feedback”) in whatever manner or form facilitated by the Platform; any such communication with Network of Fidelity whether verbally, via postings on blogs, forums, questionnaires, email and the like (“Communication”), you acknowledge and agree that such Feedback and or Communication (together “Contributions”):
10.2.1. do not contain confidential or proprietary information;
10.2.2. do not create any express or implied obligation of confidentiality in respect of Network of Fidelity;
10.2.3. Network of Fidelity is free to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
10.2.4. does not preclude Network of Fidelity from having something similar to the Contributions already under consideration or in development;
10.2.5. that you irrevocably waive and assign all right, title and interest in and to the Contributions to Network of Fidelity;
10.2.6. does not entitle you to any compensation, royalty or reimbursement of any kind from Network of Fidelity under any circumstances; and
10.2.7 you further agree to provide Network of Fidelity with such assistance as may be required in documenting, perfecting and maintaining Network of Fidelity rights in and to any such Contributions.
11. INTEGRITY OF DATA
11.1 Not Bespoke: You acknowledge that the Platform, the Services and the software have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Platform and the Services as described on the Website, meet your requirements.
11.2 Minor Errors: You acknowledge that the Platform and the Services may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this Licence.
11.3 Insurance: You agree that you are the best judge of the value and importance of the data held on your End-User Account and that you will be solely responsible for taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.
12 TERMINATION
12.1 Duration: This Licence is effective either until deactivated by you by emailing us at
12.2 Immediate Termination: Network of Fidelity may terminate this Licence immediately if:
12.2.1 you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of notice requiring you to do so;
12.2.2 a petition for a bankruptcy order to be made against you has been presented to the court;
12.2.3. if Network of Fidelity believes, at its sole discretion, that you are not adhering to the terms and conditions of this EULA or the Privacy Policy; or
12.2.4 for just cause at the sole discretion of Network of Fidelity to include, but not limited to the abuse of any fair usage policy or for the breach of any matter outlined under Section 5.1 above.
12.4 Upon termination for any reason:
12.4.1 all rights granted to you under this Licence shall cease;
12.4.2 you must cease all activities authorised by this Licence;
12.4.3 you must immediately pay to the Licensor any sums due to the Licensor under this Licence if applicable; and
12.4.4 All data stored and retained in the System will be deleted within a reasonable period.
13 DATA PROTECTION: Network of Fidelity shall comply with the Data Protection requirements set out in the Privacy Policy.
14 NOTICES
14.1 Service messages: For the purposes of service messages and notices about the Services to you, Network of Fidelity may place a banner notice across the Platform to alert you to certain changes such as modifications to this EULA. Alternatively, notice may consist of an email from Network of Fidelity to an email address associated with your account, even if we have other contact information, or via a digital distribution platform for mobile applications, applicable to your particular device.
14.2: General Communication: You also agree that we may communicate with you through your account or through other means including email, mobile and telephone about your account or services associated with Network of Fidelity. Please review your settings to control what kind of messages you receive from us. To unsubscribe from any communication we circulate to you, please click on the unsubscribe mechanism at the bottom of the communication. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Platform and Services.
14.3 Contacting Network of Fidelity: In addition Network of Fidelity may be contacted via our mail courier at: 18 Mallow Street, Limerick, Republic of Ireland or support@net-fi.com.
15 AMENDMENTS TO THE LICENCE
15.1 Amendments: Network of Fidelity reserves the right, at our sole discretion, to amend, add or delete any of the terms and conditions of this Licence. Network of Fidelity will post notifications of any such changes to this Licence on the Website or in the Application, will provide a link to the revised version of this Licence, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this Licence are unacceptable to you or cause you to no longer be in compliance with this Licence, you may terminate this Licence in accordance with the terms herein.
15.2 Evidence of Acceptance: Your installation, download and/or use of any updated or modified Software (if any) and/or your continued use of the Website, the Application or the Services following notice of changes to this Licence as described above means you accept any and all such changes. Network of Fidelity may change, modify, suspend, or discontinue any aspect of the Website, the Application and/or the Services at any time.
15.3 Limits: Network of Fidelity may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the Platform and/or the Services.
16 WAIVER
16.1 Strict Performance: If Network of Fidelity fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if Network of Fidelity fails to exercise any of the rights or remedies to which it is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
17 CONFIDENTIAL INFORMATION
17.1 Non-Confidential Relationship: You acknowledge and agree that your relationship with Network of Fidelity is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Generated Content does not place Network of Fidelity in a position that is any different from the position held by members of the general public, including with regard to your User Generated Content. None of your User Generated Content will be subject to any obligation of confidence on the part of Network of Fidelity, and Network of Fidelity will not be liable for any use or disclosure of any Content you provide, subject at all times to the terms of the Privacy Policy.
18 SEVERABILITY: Severance of Terms: If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
19 ENTIRE AGREEMENT: This EULA and any document expressly referred to in it represents the entire agreement between you and Network of Fidelity, in relation to the license hereunder and supersedes any prior agreement, representation, understanding or arrangement between us, whether oral or in writing. Both Parties hereunder acknowledge that, in entering into this EULA, neither Party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
20. LAW AND JURISDICTION
20.1 Jurisdiction: This EULA is governed by Irish law. Any dispute arising from, or related to, any term of this EULA shall be subject to the exclusive jurisdiction of the Irish courts.
20.2 LANGUAGE: Any dispute arising from, or related to, any term of this EULA arising between the Parties, shall be resolved or determined based on the English language version alone. These terms were originally written in English. In the event that these terms are translated into any other language, the translation shall be for review purposes only and have no legal effect.
21. RELATIONSHIP: Nothing in this Agreement shall create, evidence or imply any agency, partnership or joint venture between you and Network of Fidelity. Neither you nor Network of Fidelity shall act or describe itself as the agent of the other; nor shall either party represent that it has any authority to make commitments on behalf of the other.
END USER LICENCE AGREEMENT VERSION 1.0