Grant and scope of licence 

In consideration of payment by the Licensee of the agreed licence fee for the Licence and you agreeing to abide by the terms of this EULA, we hereby grant to you a non-exclusive, non-transferable licence to use the App in the applicable territory and for the term set out in the Licence, and otherwise in accordance with the terms of this EULA. 

You may: 

access and use the App for your internal business purposes only, on any mobile device; 

access the App provided that such access is within the term set out in the Licence; and 

receive and use any free supplementary update of the App incorporating updated information, “patches” and corrections of errors as may be provided by us from time to time. 

Restrictions 

Except as expressly set out in this EULA or as permitted by any local law, you undertake: 

not to copy the App, except where such copying is incidental to normal use of the App or expressly permitted by the identification of such part of the App as available for download or where such copying is in the form of making printed copies of any part of the App made available in a PDF or otherwise print-ready format, provided that you make only the minimum number of copies necessary and that all copies are destroyed on expiry of the EULA; 

not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify any part of the App; 

not to make alterations to, or modifications of, the whole or any part of the App, nor permit the App or any part of them to be combined with, or become incorporated in, any other programs, materials, publications or similar; 

not to disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the App nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities: 

is used only for the purpose of achieving inter-operability of the App with another software program; and 

is not unnecessarily disclosed or communicated to any third party without our prior written consent; and 

is not used to create any software which is substantially similar to the App; 

to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App; 

to include our copyright notice on all entire and partial copies you make of the App on any medium; 

not to provide or otherwise make available the App in whole or in part, in any form to any person without prior written consent from us; 

not to make use of the App in any way which may reasonably be considered to be in competition with our business; 

to comply with all applicable technology control or export laws and regulations; 

to keep confidential all user names and passwords relating to the App and not to permit anyone other than you to make use of your username or password to access the App; and 

to notify us of any actual or anticipated unauthorised or improper use of the App, including but not limited to anything contrary to this Condition 2. 

You undertake not to use the App for anything other than the intended purpose, including but not limited to: 

use of the App for your own commercial gain; 

use of the App for any purpose which we, acting in our sole discretion, believe to be offensive, defamatory, discriminatory, intended to deceive others, promoting or constituting any illegal activity, likely to damage, disable, impair or compromise the App or our systems; or 

any other purpose which we, acting in our sole discretion, believe not to be an intended purpose of the App. 

Access to the App 

The authentication email provided to you either by us or the Licensee allows you to create an account for the purpose of accessing the App (“Account”). 

Whilst we endeavour to provide access to the App 24 hours a day we shall not be liable if for any reason the App is unavailable at any time or for any period. 

We reserve the right to temporarily prevent you from accessing the App from time to time. 

Access to the App or your Account may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. In such an event we shall commence remedial work as soon as reasonably practicable. 

We may access any Account for the purposes of amending any administrative or technical details, correcting errors, removing any redundant Accounts and for any other reason which we, acting in our sole discretion, believe such access to be reasonably necessary. 

Intellectual Property Rights 

In this EULA “Intellectual Property Rights” means any and all intellectual property rights in any part of the world including copyrights, moral rights, lending rights, rights in databases, rights in performances, design rights, rights in inventions, patents, registered design rights, trade marks, passing-off rights, in each case whether registered or unregistered and including all rights to apply for and in applications for the grant, renewal, extension or right to claim priority from such rights, rights to sue for infringements, and all similar or analogous rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

You acknowledge that all Intellectual Property Rights in the App anywhere in the world belong to us or are licensed by us, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App other than the right to use them in accordance with the terms of this EULA. 

You acknowledge that you have no right to have access to the App or the Intellectual Property Rights included therein in any form other than that which they are provided in. 

Data Protection 

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided at https://bloc-hub.com/privacy and it is important that you read that information. 

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

Warranty 

We warrant that: 

the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with any descriptions we have provided; and 

be free from material defects in quality or workmanship; 

We do not warrant that the use of the App will be uninterrupted or error-free and nor do we warrant that there will be no viruses within the App. 

We shall not be liable for a breach of any of the warranties in Condition 6.1 unless: 

either you or the Licensee have given written notice to us of the breach within 3 Working Days of becoming aware of it; and 

we have had a reasonable opportunity after receiving the notice of the defect and both you and the Licensee have complied with any request to enable any examination of the App and remedy such defect. 

you make any further use of such App after we have been given notice under Condition 6.3; or 

the defect or fault in the App results from you having used the App in breach of the terms of this EULA; or 

the defect or fault in the App results from you having failed to follow any instructions we have provided (whether oral or in writing) as to the proper use of the App or (if there are none) good trade practice; or 

you or the Licensee have altered the App or otherwise interfered with them without our written consent. 

Limitation of Liability 

You acknowledge that the App has not been developed to meet your individual requirements, and that it is the responsibility of the Licensee to ensure that the facilities and functions of the App meet your requirements. 

Where you make a valid claim in respect of the App, we shall, at our option, be entitled to: 

correct the App (or the part of the App in question) found not to conform to warranty at our cost; or 

re-perform the relevant part of any services we may provide found not to conform to warranty at our cost; 

Notwithstanding Condition 7.5 below, you acknowledge that you are responsible for ensuring your surroundings are safe to work within and that you are aware of any external risks and hazards. We are not responsible for errors generated by incorrect information provided by you, your colleagues or the Licensee or any parties connected to or working with the Licensee, unreported accidents or inclement weather. Failure to pay full attention to the site instructions, equipment guidance and local health and safety requirements could result in death or personal injury or damage to your property. You assume total responsibility and risk for using the App. 

Subject to Condition 7.5, our liability in connection with the EULA shall be as follows: 

in respect of any loss of profits, loss of business, loss of goodwill, loss of anticipated savings or loss of use, our liability shall be nil; 

for any type of consequential, special or indirect loss or damage, our liability shall be nil; and 

in respect of all other direct loss (whether in contract, tort or otherwise) our total liability under the EULA shall not exceed, in aggregate, the proportion of the applicable price paid for the Licence for the term during which the relevant loss arises which represents the proportionate cost of a single User. 

Nothing in this EULA seeks to limit our liability for personal injury or death caused by our negligence in respect of which our liability shall be unlimited. 

Subject to Condition 7.5, we shall have no liability under this EULA or otherwise if the Licensee has not paid any amount due under the Licence by the date on which it is due. 

You and/or the Licensee cannot make separate claims under both the EULA and the Licence in respect of the same matter or set of circumstances. 

This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the App. Except as expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Training Materials which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 

Termination 

This EULA will terminate immediately upon expiry or termination of the Licence for any reason. In the event of termination in accordance with this Condition 8.1, we will not notify you individually of termination but will inform the Licensee that termination has taken place. 

This EULA will terminate automatically if you cease to be employed or engaged by the Licensee in the territory specified within the Licence. 

We may terminate this EULA immediately by written notice to you if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 30 days after the service of written notice requiring you to do so. 

For the purposes of Condition 8.3, a breach shall be considered capable of remedy if you are able to comply with it in all respects other than as to the time of performance (provided that time of performance is not of the essence). 

Upon termination of the EULA for any reason: 

all rights granted to you under this EULA shall cease, in particular all licences to use the App and those licences granted in relation to our Intellectual Property Rights; 

you must immediately cease all activities authorised by this EULA; and 

you must immediately and permanently delete all copies of the App which you possess, regardless of the medium on which such copies are stored, and provide us with a written statement confirming such deletion has taken place within a reasonable time upon our request. 

Notices 

Any notice required or permitted to be given by either party to the other under this EULA shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice: 

sent by post shall be deemed served on the next Working Day following posting where the notice is sent and received within the United Kingdom, or 7 Working Days following posting where the notice is sent and/or received outside of the United Kingdom; 

delivered personally shall be deemed served at the time of personal delivery, provided the same occurs on a Working Day; and 

sent by email shall be deemed served at the time of transmission provided that the transmission occurs on a Working Day and a confirmatory copy of the email is sent by post within 24 hours of transmission of the email. 

To prove service it shall be sufficient to show that the email was transmitted to the email address of the other party or that the envelope containing the notice was properly addressed and posted. 

Force Majeure 

We will not be liable or be deemed to be in breach of this EULA by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the EULA, if the delay or failure was due to any cause beyond our reasonable control such as (but without limitation) any strike, lock-out or other form of industrial action, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or inability to procure materials required for performance of the EULA. 

We shall promptly notify you in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 30 days, we may terminate this EULA by written notice to you. 

Other Important Terms 

Where we have made reference to “Working Days” within this EULA they refer to the hours of 9:00 am – 5:00 pm GMT or BST as the case may be on days other than bank holidays or weekends in England. 

We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA. You may only transfer your rights or your obligations under this EULA to another person if we agree in writing. 

This EULA, and any document expressly referred to in it, constitutes the entire agreement between us and supersedes any previous agreements or understandings between us and may not be varied except in writing between us. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law. 

If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

This EULA, and any dispute or claim arising out of or in connection with it or its subject matter and its formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law. We both irrevocably agree to the non-exclusive jurisdiction of the courts of England.