End-User Licence Agreement - Pair Social-Free ("Agreement") 

Last updated: 18th June, 2024

Please read this End-User Licence Agreement ("Agreement") carefully before using PairSocial-Free ("Application"). This Agreement is a legal agreement between you, representing your company and all its Users (“Licensee” or “you”) and the producer of the Application, Pair Software Ltd, a company registered at 69 Church Way, North Shields, NE29 0AE, the United Kingdom, with registration number 15307012, including all of its affiliated companies (“Application Supplier” or “We”), trading under the Pair Software brand or otherwise, and it governs your use of the Application made available to you by the Application Supplier. The Application is licensed, not sold, to you by the Application Supplier for use strictly in accordance with the terms of this Agreement. You must check that the Application is suitable for you. The Application has not been developed to meet your individual requirements. Please check that the facilities and functions of the Application (as described on the https://www.pairsoftware.io) meet your requirements.

Important Notice

By clicking the “Proceed” button below, you state that you’ve fully read and understood the terms and conditions of this Licence Agreement and are agreeing to them, as a result of which you will be considered to have accepted this Agreement. If anything is unclear, you should ask us for clarification before you start using the Application by sending an e-mail message to support@pairsoftware.io. If you do not agree to the terms of this Licence, you must click on the “Reject” button below and you may not download the Application.

You should print a copy of this Agreement for future reference.

Definitions

• “Bespoke Support” refers to the support as detailed in clause 9.2.
• “Licence” refers to the authorisation to use the licensed Application as long as the subscription to it is active and fully paid for.
• “Trial” refers to the occasions when Application Supplier may offer free, short term trial of the Application on the [Website], for a specified period without payment or at a reduced rate.
• “Use” refers to the actual usage of the Application by you and/or any other Users, which starts when you accept this Agreement by clicking on the “Proceed” button and which ends on the date and at the time that the Application Supplier receives your notification of the fact that you’ve ceased all use of the Application, thus terminating the Agreement, and/or you receive a notification from the Application Supplier regarding the termination of the Agreement by the Application Supplier.
• “User” refers to a person using the Application on behalf of you or your company. There are two types of users:
• “Core User” refers to a paying user whose Use of the Application is not restricted to an External Access Portal, i.e. Users that have access to the core features of the Application, such as project managers, account managers, super admins and other current and future Core User roles. These are the Users that are being created in the User Management section of the Application and that your monthly bill will be based on, unless the module being used is stated as Free to use.
• “Portal User” refers to a user who only gets access to an External Access Portal and therefore doesn’t have access to the core features of the Application, such as clients and vendors. These Users will not be counted for your monthly bill.

Licence

In consideration of payment by you of the agreed fee and you agreeing to abide by the terms of this Licence, the Application Supplier grants you a revocable, non-exclusive, non-transferable, limited licence to use the Application strictly in accordance with the terms of this Agreement for commercial or non-commercial purposes.

Restrictions

3.1 You agree you are not authorised to, and that you will not authorise others to:

• 3.1.1 licence, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party;
• 3.1.2 use the Application for any purpose other than as permitted under the above section 'Licence';
• 3.1.3 copy, modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application;
• 3.1.4 remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Application Supplier or its affiliates, partners, suppliers or the licensors of the Application.

Intellectual Property

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Application Supplier.

Your Suggestions

5.1 Any feedback, comments, ideas, improvements and suggestions provided by you to the Application Supplier with respect to the Application and any customisations supplied to you for your installation of the Application (collectively, "Suggestions and Customisations") shall remain the sole and exclusive property of the Application Supplier and can be used by the Application Supplier at its discretion.

5.2 The Application Supplier shall be free to use, copy, modify, publish, or redistribute the Suggestions and Customisations for any purpose and in any way without any credit or any compensation to you.

Modifications to Application

6.1 The Application Supplier reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without financial or other liability to you.

6.2 The Application Supplier shall not be held liable for any damage and/or consequential damage resulting from the Customisations proposed by you to and/or suspensions/discontinuations of the Application. You shall indemnify and hold the Application Supplier harmless against any and all claims – financial or otherwise – regarding compensation for damage and/or loss, regardless of the grounds and regardless of whether these claims are made by you, your Users and/or third parties as relate solely to the Customisations.

Updates to Application

7.1 The Application Supplier may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

7.2 Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Application Supplier has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

7.3 You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

7.4 The Application Supplier shall not be held liable for any damage and/or consequential damage resulting from updates, enhancements or improvements to the Application.

Third-Party Services

8.1 The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

8.2 You acknowledge and agree that the Application Supplier shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of them. The Application Supplier does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

8.3 Third-Party Services and links to them are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Pricing and Payment

9.1 You can only start using the Application after you have provided the necessary information.

9.2 You shall pay to the Application Supplier the applicable fees as agreed when you purchased your licence to use the Application. Once the Application Supplier has enabled use of the Application, all such fees are non-refundable except as otherwise expressly stated in this Agreement. You acknowledge that the Application Supplier may increase its licence and other fees and therefore fees due for new or additional purchases, subscription renewals, or bespoke support may be more than a previous purchase. If you don’t agree to a price modification, you have the right to terminate this Agreement (by ceasing to use the Application and notifying the Application Supplier of this fact through a support ticket at support@pairsoftware.io). The month in which you effectively terminate the Agreement will be the last month that will be billed.

9.3 By subscribing to the Application, you authorise Application Supplier to automatically charge your credit card or bank account at the start of each billable month - if on a paid version. You are responsible for providing Application Supplier with your most current billing information.

9.4 Unpaid Users. Use of the Application in excess of the number and type of licences purchased constitutes a material breach of this Agreement. You shall pay to the Application Supplier the additional licence or subscription fees due for the unpaid use calculated in accordance with the applicable Application Supplier retail price list in effect at the time payment is made.

9.5 Late Payment; Non-Payment. If the Application Supplier does not receive any fees owed by the specified due date, it is a material breach of this Agreement, and the Application Supplier can terminate the Licence in accordance with clause 12.

9.6 Users can be added/deleted flexibly, however the highest number of Users in a month is used to determine the monthly fee for that specific month. The billable number of Users is determined through an automated process. The number of Users is reset to the actual number instead of the highest number at the end of each month.

9.7 Users that are only active for part of a month will be billed for the entire month.

Liability

10.1 Nothing in this Licence shall limit or exclude the Application Supplier’s liability for: (i) death or personal injury resulting from our negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability that cannot be excluded or limited by English law.

10.2 You acknowledge that the Application has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Application as described on the Website meet your requirements.

10.3 The Application Supplier shall not be liable in any way for indirect, incidental or consequential losses or damages or any loss or damage whatsoever arising from the use of the Application (also including damage to or destruction or loss of the data and/or documents stored in the Application). It is your responsibility to keep back-ups and/or additional copies of the assets that are stored in the Application so that the assets in the Application are not your only copies and content doesn’t get lost in case of any technical Application failure.

No Warranties

11.1 Access to the Application is subject to availability of your provider’s network availability and an internet connection may be required. We are not responsible for the availability of services from your provider, including any loss, damage, error, or failure to transmit.

11.2 The Application Supplier makes no warranties or representations of any kind, express, statutory or implied as to:

• 11.2.1 the availability of telecommunication services from your provider and access to the Application at any time or from any location;
• 11.2.2 any loss, damage or other security intrusion of the telecommunication services; and
• 11.2.3 any disclosure of information to third parties or failing to transmit any data, communications or settings connected with the use of the Application.

Term and Termination

12.1 This Agreement shall remain in effect until terminated either by you (the moment you cease to use the Application and you must notify the Application Supplier about this through a support ticket at support@pairsoftware.io) or by the Application Supplier (through a support desk notification).

12.2 The Application Supplier may, at its sole discretion, at any time, suspend or terminate this Agreement without any financial or other obligations or liabilities towards you in the event that you fail to comply with any provision of this Agreement, (including timely payment), and in the case of a non-material breach, where you have failed to remedy the breach on being given 7 days’ written notice of the breach.

12.3 You may also terminate this Agreement at any time by ceasing to use the Application and notifying the Application Supplier about the termination through a support ticket at support@pairsoftware.io. The date of the filing of the said support ticket will be considered to be the date on which the use of the Application ceased. Access to the Application may be blocked at any time after termination of the Agreement. Ongoing use of the Application by you and/or any other Users after the Agreement has been terminated either by you or by the Application Supplier will not be permitted.

12.4 If your rights to use the Application end (for any reason):

• 12.4.1 You must stop all activities authorised by these terms, including your Use of the Application;
• 12.4.2 You must delete or remove the Application from all devices in your possession and immediately destroy all copies of the Application which you have and confirm to the Application Supplier that you have done this;
• 12.4.3 The Application Supplier shall block access to the Application and will completely erase your installation of the Application, thereby unrecoverably erasing all data. The Application Supplier will in no way be liable for any consequences of continued use of the Application after the Agreement has been terminated, including but not limited to loss of data, corruption of data and data security vulnerabilities.

12.5 Termination of this Agreement will not limit any rights or remedies at law of the Application Supplier in case of breach by you of any of your obligations under the Agreement.

Data Protection

How your personal information is used

13.1 Under data protection legislation, the Application Supplier is required to provide you with certain information about who We are, how We process the personal data of those individuals who use the Application and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in: https://www.pairsoftware.io/privacy-policy and it is important that you read that information.

Data Indemnity

13.2 Users agree to indemnify and hold the Application Supplier harmless against any and all claims and/or penalties that are imposed by data protection authorities as a consequence of data stored on the Users Application.

Amendments to this Agreement

14.1 The Application Supplier reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material We will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Application Supplier.

14.2 By continuing to access or use the Application after any revisions become effective, you are considered to have agreed to be bound by the revised terms. If you do not agree to the new terms, you should cease to use this Application and inform the Application Supplier of your decision through a ticket at support@pairsoftware.io, thus terminating the Agreement.

Entire Agreement

15.1 The Agreement constitutes the entire agreement between you and the Application Supplier regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and the Application Supplier.

15.2 You may be subject to additional terms and conditions that apply when you use or purchase other services from the Application Supplier, which the Application Supplier will provide to you at the time of such use or purchase.

Events outside of Application Provider’s control

If the provision of the Services or support for the Application is delayed by an event outside the Application Provider’s control, then we will contact you as soon as possible to let you know and take steps to minimise the effect of the delay. Provided the Application Provider does this, it will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end the Agreement pursuant to clause 12.1 and receive a refund for any services you have paid for but not received.

Governing Law

This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. Both the Application Supplier and you, irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Contact Information

If you have any questions about this Agreement, please contact us at: support@pairsoftware.io.