This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Glasswall Solutions Limited of 85 Great Portland Street, London W1W 7LT (Glasswall, Licensor, us or we) (each a Party and together the Parties) for:

• Glasswall CDR, in object code form only, and any New Releases of such software solution (Solution); and
• all technical and user documentation made available to the Licensee by Glasswall in respect of the Solution from time to time, including but not limited to the Installation Guide and solution specification available at https://www.glasswall.com/user_guide_desktop/ (Documentation).We license use of the Solution and Documentation to you on the terms and conditions of this Licence. We do not sell the Solution or Documentation to you. We remain the owners of the Solution and Documentation at all times.

  OPERATING SYSTEM REQUIREMENTS: THE SOLUTION REQUIRES MICROSOFT WINDOWS VERSION 10 OR 11 (64 BIT) WITH A MINIMUM OF 8GB OF RAM AND 2 COMPUTE CORES (Operating System).

  AGREED TERMS

  1. Definitions and InterpretationThe definitions and interpretation set out in Appendix 1 shall apply to this Licence.
  2. Applicable Licence terms
     (a)  United States: If you download and install the Solution in the United States, these Licence terms shall apply.(
     b)  Rest of world: If you download and install the Solution in any other territory outside of the United States (Territory), these Licence terms shall apply as amended by the terms set out in Appendix 2.
  3. Glasswall Solution LicenceSubject to Licensee’s compliance with the restrictions of this Licence, including the Usage Limits, Glasswall grants you a non-exclusive, limited, revocable, non-transferable, non-sublicensable right to install on the Licensee System and use the Solution until the Licence expires or is terminated in accordance with its terms.
  4. Delivery and installation
     4.1  Glasswall shall provide you with the Solution and the Documentation in object code form for deployment of the Solution on the Licensee System.
     4.2  You shall be solely responsible for verifying that the Licensee System is compatible with the Solution. Glasswall shall have no liability to you if the Licensee System is not suitable or compatible with the Solution in any way.
     4.3  You are solely responsible for installing the Solution on the Licensee System and obtaining, and maintaining for the Term, the relevant licences for third-party software (including operating systems and services provided by third parties) in order to install and use the Solution on the Licensee System.

5 Usage rights and Licensee obligations

5.1 You:
(a)  Shall only install and use the Solution and any data generated from use of the Solution in object code form and only for personal purposes and for no other purpose;
(b)  shall only install one copy of the Solution and the Usage Limit shall be 20 files a day, with a maximum file size of 5MB per file;
(c)  shall not attempt to circumvent any Usage Limits;
(d)  save as permitted in sub-clause 5.1(e) and 5.1(f), shall not attempt to copy, clone or modify the Solution to try to increase the number of Solution installations on the Licensee System;
(e)  shall use the Solution strictly in accordance with the terms of this Licence, Applicable Laws and any instructions given by Glasswall to you from time to time;
(f)  may transfer the Solution from one computer to another provided that the Solution is only used at any one time on one computer that is owned or leased by you;
(g)  may make one copy of the Solution for back-up purposes only;
(h)  may receive and use any New Releases as may be provided by Glasswall from time to time; and
(i)  may use the Documentation in support of the use permitted under this sub-clause 5.1 and may make one copy of the Documentation as is reasonably necessary for its lawful use.
(j)  shall provide to Glasswall in a timely manner all documents, information, items and materials in any form as reasonably required by Glasswall in connection with the performance of your obligations under this Licence and ensure that they are accurate and complete in all material respects; and
(k)  shall be solely responsible at your own cost for maintaining the adequacy, integrity, security, virus checking and accuracy of the Licensee System that you use to access the Solution and its data and shall be solely responsible for carrying out all necessary back- up procedures to ensure the same are maintained in the event of loss for any reason.

6 Warranties
6.1  Glasswall warrants that for a period of ninety (90) days from the Effective Date (the Warranty Period) that the Solution (when installed correctly in accordance with the Installation Guide and without any modification by you) shall function without Defects.
6.2  If, within the Warranty Period, you notify Glasswall of any Defect and such Defect does not result from you having used the Solution other than in accordance with the terms of this Licence or Glasswall’s instructions, Glasswall shall, at Glasswall’s option, do one of the following:
(a)  repair the Defect; or
(b)  replace the Defective part of the Solution to the extent necessary to comply with this warranty.

6.3  The warranty set out in sub-clause 6.1 does not apply:
(a)  if the Defect in the Solution results from you having altered or modified the Solution; or
(b)  if the Defect in the Solution results from you having used the Solution in breach of the terms of this Licence.
6.4  Sub-clause 6.2 sets out your exclusive remedy for any breach of the warranty at sub-clause 6.1 by Glasswall.
6.5  You warrant, represent and undertake that you shall not:
(a)  use the Solution in any way which is not expressly permitted by this Licence or is in breach of Applicable Law;
(b)  use the Solution in a way that infringes any Glasswall or any third-party’s Intellectual Property Rights or other proprietary rights;
(c)  except to the extent expressly permitted under this Licence or by law:
(i)  attempt to unlock or bypass any software licence keycode and/or hardware key used or permit a third party to do so;
(ii)  attempt to copy, modify, make error corrections to, adapt, translate, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Solution in any form or media or by any means;
(iii)  license,sell,resell,rent,lease,transfer,assign,distribute,display,disclose,time- share, use as an application service provider, or service bureau or outsourced service provider arrangement, or otherwise commercially exploit, or otherwise make the Solution and/or Documentation available to any third-party; or
(iv)  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-readable form all or any part of the Solution.
(d)  remove or obscure any copyright, trademark notice, or restrictive legend of Glasswall or its third-party licensor(s) nor permit a third-party to do so;
(e)  introduce or permit the introduction of any Virus into Glasswall’s network or information systems; or
(f)  use the Solution to process any data other than Licensee Data.

6.6  Glasswall shall not be required to perform its obligations under this Licence if at any time it is prevented or delayed from doing so by your breach, acts or omissions. Without prejudice to any other right or remedy it may have, Glasswall shall be allowed an extension of time to perform its obligations equal to the delay caused by you.

7 Licensee Data
7.1  The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Licensee Data.
7.2  Licensee agrees that Glasswall may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, reviews, ratings, comments, suggestions, or improvements, that Licensee, or any employee or agent thereof, may at any time disclose or submit to Glasswall relating to the Solution, for Glasswall’s own business purposes, including for product, services or solution sales, licensing, support, and development, without any obligation or payment to Licensee.

8 Data protection

If and to the extent Glasswall processes any Licensee Personal Data it shall do so in accordance with the Data Processing Privacy Notice.

9 Intellectual property rights
9.1  You acknowledge that Glasswall and its licensors own all Intellectual Property Rights in the Glasswall IPR and you shall have no rights in respect of any of the Glasswall IPR except as expressly granted under this Licence.
9.2  The Foreground IPR shall, on creation of the rights, vest in Glasswall. To the extent any such Foreground IPR vests in you, you hereby assign (and shall procure the assignment) to Glasswall with full title guarantee and free from all encumbrances and third-party rights by way of present assignment, all right, title and interest, whether legal or beneficial, in and relating to such Foreground IPR, whenever created, including all present and future Intellectual Property Rights in such Foreground IPR to the fullest extent possible for the full duration thereof, including all extensions and renewals.
9.3  Each Party agrees and acknowledges that it shall not have or gain title to, nor have or gain any licence to use or make any modification in respect of, any of the other Party’s Intellectual Property Rights. Neither Party will make any representation nor do or permit to be done any act which may be taken to indicate that it has any right (including any Intellectual Property Rights), title or interest in or to the ownership of the other Party’s Intellectual Property Rights.
9.4  Glasswall acknowledges that you own the Intellectual Property Rights in the Licensee IPR and nothing in this Licence grants to Glasswall any Intellectual Property Rights in the Licensee IPR.

10  Disclaimer
Except as expressly and specifically provided in this Licence:
(a)  all warranties, conditions and other terms implied by statute, common law or otherwise, are to be fullest extent permitted by law, excluded from this Licence;
(b)  Glasswall does not represent or warrant that the use and/or receipt of the Solution will be secure, uninterrupted, error-free or operate in combination with any other hardware, software or system; and
(c)  you accept responsibility for the selection of the Solution to achieve its intended results and acknowledges that the Solution has not been developed to meet your individual requirements.

11  Licensee indemnity

11.1 You shall fully indemnify and hold harmless Glasswall from and against all liabilities, claims, suits or damages (including, but not limited to, legal fees, costs, judgements and reasonable expenses incurred) arising out of or in connection with:
(a)  any use of the Solution by you that is not permitted by this Licence or any breach by you the representations, warranties and undertakings in this Licence; or
(b)  any third-party claims brought against Glasswall alleging that Glasswall’s use of the Licensee IPR, or your use of the Solution (or any part thereof) in breach of the terms of this Licence infringes the Intellectual Property Rights or other rights of a third-party.

12 Limitation of liability
12.1  Nothing in this Licence shall exclude or limit either Party’s liability in respect of death or personal injury caused by its negligence (including negligence of its employees, agents or contractors) or fraud and/or fraudulent misrepresentation.
12.2  Glasswall shall not be liable, whether in contract, tort (including for negligence or breach of statutory duty howsoever arising), misrepresentation or otherwise arising out of or in connection with this Licence (including under any indemnity) for:
(a)  direct or indirect loss of goodwill, profits, revenue, business, opportunity, contracts or anticipated savings; or
(b)  direct, special, indirect, consequential or pure economic loss or damage (not falling within sub-clause 12.2(a).

12.3  Subject to sub-clause 12.1, Glasswall’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution, under an indemnity or otherwise, arising in connection with the Solution, this Licence, or performance of this Licence, shall in all circumstances be limited to one hundred US dollars ($100).

12.4  You acknowledge that the Solution has not been developed to meet your individual requirements, and that it is therefore the Licensee’s responsibility to ensure that the performance and function of the Solution as described in the Documentation meet your requirements.

13  TermThis Licence shall take effect on and from the Effective Date and shall continue for eleven (11) months or until terminated in accordance with clause

14  TerminationEither Party may terminate this Licence at any time with immediate effect by giving written notice to the other Party. This Licence terminates automatically upon violation of its terms by the Licensee.

15  Consequences of termination
15.1  On termination or expiry of this Licence your rights to use the Solution shall immediately cease and the Licensee shall immediately delete all instances of the Solution and Documentation on the Licensee System.
15.2  Termination or expiry of this Licence for any reason shall not affect any rights or liabilities that have accrued prior to such termination or expiry or the coming into force or continuance in force of any term that is expressly or by implication intended to come into or continue in force on or after termination. Without prejudice to the generality of this sub-clause 15.2, the following clauses shall continue in force on and after the termination or expiry of this Licence: sub-clause 6 (Licensee warranties); clause 8 (Data protection); clause 12 (Limitation of liability); clause 15 (Consequences of termination); sub-clause 16.1 (Notices); sub-clause 16.4 (Injunctive Relief), sub-clause 16.5 (Remedies and Waivers) and sub-clause 16.8 (Governing law and jurisdiction).

16 General

16.1 Notices: Any notice required to be given under this Licence shall be in writing and may be delivered by email, by post, or by hand. The Licensee shall send all notices to Glasswall for the attention of the Finance Director at 85 Great Portland Street, London W1W 7LT. Glasswall shall send all notices to you at the address provided by you to Glasswall. Either Party may change its address and person to be notified by notifying the other Party in writing of that change.
16.2  Assignment and sub-contracting: Neither Party may assign, transfer or otherwise deal with its rights under this Licence without the prior written consent of the other Party. Notwithstanding the foregoing Glasswall may (without the prior written consent of the Licensee) assign, novate or transfer any or all of its rights and obligations under this Licence to another member of its Group, or subcontract its obligations.
16.3  Rights of third parties: This Licence does not confer third party beneficiary rights. The Parties may change any term and may rescind this Licence without the consent of any person who is not a Party to this Licence.
16.4  Injunctive Relief: Licensee acknowledges and agrees that breach of this Licence, or any unauthorized use, disclosure or distribution of the Solution, may cause irreparable harm to Glasswall, the extent of which would be difficult to ascertain, and that Glasswall will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto (and such proceeding, and Glasswall’s right to prosecute such a claim, is not subject to arbitration, notwithstanding clause 16.8).
16.5  Remedies and waivers: No breach by either Party of any provision of this Licence shall be waived or discharged except with the express written consent of the other Party. No failure or delay by either Party in exercising any right, power or privilege under this Licence shall operate as a waiver of that right, power or privilege and no single or partial exercise by either Party of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Licence are cumulative and not exclusive of any rights and remedies provided by law or otherwise.
16.6  Severance: If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Licence.
16.7  Variation: No variation of this Licence shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
16.8  Governing law and jurisdiction: This Licence, the Solution, and all related disputes will be governed by the procedural and substantive laws of New York, USA. The United Nations Convention on Contracts for the International Sale of Goods will not apply and is hereby excluded. Any disputes between or claims brought by either party arising out of or related to this Licence or the Solution, including tort as well as contract claims, and whether pre- contractual or extra-contractual, as well as the arbitrability of any disputes must be referred to and finally settled by binding arbitration. Arbitration will be conducted by JAMS (jamsadr.com) in accordance with the Comprehensive (Expedited) Rules of Arbitration in effect at the time of arbitration except as inconsistent with this clause, and the venue for the arbitration will be New York City, NY, USA. The arbitration will be conducted remotely online. The arbitrator will apply the law specified in this clause. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, and awards, must be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award or ruling, except as required to enforce the award or ruling. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this clause. Should either party file an action contrary to this clause, the other party may recover lawyers’ fees and costs associated with enforcing this clause, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion.

 

APPENDIX 1: DEFINITIONS AND INTERPRETATION

1 Definitions

The following definitions and rules of interpretation in this paragraph shall apply in this Licence:

Applicable Laws means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time;

Data Processing Privacy Notice means Glasswall’s privacy notice as set out here: https://www.glasswall.com/privacy-policy/;

Day means a period of 24 hours starting at 00:00 in the territory in which the Glasswall Solution is installed;

Defect means a defect or a fault in the Solution where it fails to comply in some material respect with the solution specification available at https://www.glasswall.com/user_guide_desktop/ as updated by Glasswall from time to time (and Defective shall be construed accordingly);

Effective Date means the date that this Licence comes into effect by the action of you clicking through this Licence to indicate your acceptance of this Licence and its terms and conditions;

Foreground IPR means all Intellectual Property Rights created or developed by Glasswall in the course of providing the Solution under this Licence, including any and all modifications to the Solution (regardless of whether those modifications are made on the suggestion of the Licensee);

Glasswall CDR means Glasswall’s Content Disarm and Reconstruction software product; Glasswall IPR means the Foreground IPR and all Intellectual Property Rights in the

Solution and Documentation.

Group in relation to Glasswall, its subsidiaries, its holding companies, and the subsidiaries of its holding companies;

Installation Guide means the installation guidance made available by Glasswall to you from time to time, which sets out the specifications for hardware, operating systems, supporting software versions and resourcing allocation for the Solution;

Intellectual Property Rights means patents, trade marks, service marks, trade names, domain names, registered designs, designs, semiconductor topography rights, database rights (including rights of unfair extraction and reutilisation), goodwill and the right to sue for passing off, copyrights and other forms of intellectual or industrial property, know how, inventions, formulae, confidential or secret processes and information, and any other protected rights and assets (in each case in any part of the world, whether registered or registrable or not and if registered or registrable for their full period of registration with all extensions and renewals, and including all applications for registration or otherwise);

Licensee Data means any data or content provided or made available to Glasswall or its Personnel by you under this Licence in any electronic or tangible medium (including Licensee Personal Data);

Licensee IPR means the Intellectual Property Rights in the Licensee Data and Licensee Systems;

Licensee Personal Data means all personal data in whatever form or medium which is:
(a)  supplied, or in respect of which access is granted, to Glasswall by you pursuant to thisLicence, or
(b)  produced or generated by or on behalf of Glasswall (or any sub-processor) for you pursuant to this Licence;

Licensee System means a single personal computing device, on which the Solution is intended to run, and which is owned or controlled exclusively by you;

 

New Release means any new release or modified version of a Solution (or any part of it) made available by Glasswall, including new releases, Solution improvements, updates, upgrades, service packs, error corrections, bug fixes, patches, workarounds, maintenance releases, enhanced functionality and modifications;

Party has the meaning set out in the preamble to this Licence; Solution has the meaning set out in the preamble to this Licence;

Usage Limits means the limit on the total number of files that may be processed using the Solution in a single Day;

Virus means any malicious software code including any Trojan horses, worms or other programming routines that are designed to or could limit or harm the functionality of a computer or that could damage, intercept or expropriate data from that computer; and

Warranty Period has the meaning set out in sub-clause 6.1.

2  InterpretationIn this Licence, unless otherwise specified:
(a)  reference to any statute, by-law, regulation, rule, delegated legislation or order is to any statute, by-law, regulation, rule, delegated legislation or order as amended, modified or replaced from time to time and to any statute, by-law, regulation, rule, delegated legislation or order replacing or made under any of them;
(b)  in writing includes any communication made by letter, including letters exchanged via email;
(c)  person includes any individual, firm, company or other incorporated or unincorporated body;
(d)  the expression this clause shall unless followed by reference to a specific provision be deemed to refer to the whole clause (not merely the sub-clause, paragraph or other provision) in which the expression occurs;
(e)  reference to any clause, paragraph or Appendix are to those contained in this Licence;
(f)  the headings are for ease of reference only and shall have no bearing on the legal construction or interpretation of this Licence;
g)  the Appendices form part of this Licence and shall have effect as if set out in full in the body of this Licence; and(h)  the ejusdem generis rule does not apply to the interpretation of this Licence. The words include, including and in particular indicate examples only. They do not limit the general nature of any preceding words. A phrase finishing with the words or other or otherwise is not limited by any preceding words where a wider interpretation is possible.

3. Order of PrecedenceIn the event of any conflict between any documents contained in this Licence, it shall be resolved by applying the documents in the following order of precedence (prevailing document first):
(a)  this Licence; and
(b)  documents explicitly incorporated by reference into this Licence.

 

APPENDIX 2: REST OF WORLD TERMS

If you download and install the Solution in any Territory, the above Licence terms shall apply as amended by the terms below:

– Clause 3 shall be deleted and replaced with the following:

3 Glasswall Solution Licence

In consideration of you agreeing to abide by the terms of this Licence and subject to the Usage Limits, Glasswall grants you a non-exclusive, limited, revocable, non-transferable, non-sublicensable right to install on the Licensee System and use the Solution in the Territory until the Licence expires or is terminated in accordance with its terms.

– Clause 4.2 shall be deleted and replaced with the following:

4 Delivery and installation

4.2 You shall be solely responsible for verifying that the Licensee System is compatible with the Solution. Subject to sub-clause 12.1, Glasswall shall have no liability to you if the Licensee System is not suitable or compatible with the Solution in any way.

– Clause 10 shall be deleted and replaced with the following:

10 Disclaimer
Except as expressly and specifically provided in this Licence:
(a)  Glasswall does not represent or warrant that the use and/or receipt of the Solution will be secure, uninterrupted, error-free or operate in combination with any other hardware, software or system; and
(b)  you accept responsibility for the selection of the Solution to achieve its intended results and acknowledges that the Solution has not been developed to meet your individual requirements.

– Clause 12.2 and 12.3 shall be deleted and replaced with the following:

12

Limitation of liability

12.2 Neither Party shall be liable, whether in contract, tort (including for negligence or breach of statutory duty howsoever arising), misrepresentation or otherwise arising out of or in connection with this Licence (including under any indemnity) for:
(a)  direct or indirect loss of goodwill, profits, revenue, business, opportunity, contracts or anticipated savings; or
(b)  special, indirect, consequential or pure economic loss or damage (not falling within sub- clause 12.2(a).

12.3 Subject to sub-clauses 12.1 and 12.2, Glasswall’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution, under an indemnity or otherwise, arising in connection with the Solution, this Licence, or performance of this Licence, shall in all circumstances be limited to one hundred pounds sterling (£100).

– 14

Clause 14 shall be deleted and replaced with the following: Termination

 

Either Party may terminate this Licence at any time with immediate effect by giving written notice to the other Party. This Licence terminates automatically upon violation of its terms by the Licensee.

– Clause 15.2 shall be deleted and replaced with the following:

15

Consequences of termination

15.2 Termination or expiry of this Licence for any reason shall not affect any rights or liabilities that have accrued prior to such termination or expiry or the coming into force or continuance in force of any term that is expressly or by implication intended to come into or continue in force on or after termination or expiry. Without prejudice to the generality of this sub-clause 15.2, the following clauses shall continue in force on and after the termination or expiry of this Licence: sub-clause 6 (Licensee warranties); clause 8 (Data protection); clause 12 (Limitation of liability); clause 15 (Consequences of termination); sub-clause 16.1 (Notices); sub-clause 16.4 (Remedies and Waivers) and sub-clause 16.7 (Governing law and jurisdiction).

– Clause 16.3, 16.4 and 16.7 shall be deleted and replaced with the following:

16

General

16.3  Rights of third parties: This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. The Parties may change any term and may rescind this Licence without the consent of any person who is not Party to this Licence.

16.4  Remedies and waivers: No breach by either Party of any provision of this Licence shall be waived or discharged except with the express written consent of the other Party. No failure or delay by either Party in exercising any right, power or privilege under this Licence shall operate as a waiver of that right, power or privilege and no single or partial exercise by either Party of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Licence are cumulative and not exclusive of any rights and remedies provided by law or otherwise.

16.7 Governing law and jurisdiction: English law governs this Licence, its interpretation and any non-contractual obligations arising from or connected with this Licence or its formation. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with this Licence or its formation.