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C360 EULA

C360 – END-USER LICENCE AGREEMENT

PLEASE READ THIS END-USER LICENCE AGREEMENT (EULA) CAREFULLY BEFORE ACCESSING OR USING THE C360 SOLUTION.

This EULA is a legally binding agreement between you (User or you) and us (Customs Connect Digital Solutions Limited (CRN: 11296330), CCDS, we, us, our) which grants you the right to access and use the C360 Solution in accordance with and subject to its terms.

We license use of the C360 Solution to you on the basis of this EULA. We do not sell the C360 Solution to you. We, or our licensors, remain the owners of the C360 Solution at all times.

  1. In this EULA, unless the context otherwise requires, the following words and expressions shall have the following meanings:
Accountthe Customer’s account, being either: an account that is set up for use by a single User only; oran account that is set up for use by multiple Users;
Admin Usera User that has enhanced access rights to the C360 Solution. Global Admin has the right to amend the subscription level operated by the Customer, and the ability to activate or deactivate additional paid for Features within the Account. All Admin Users have full access to all Data;
C360 Solutionthe right to access the Software and the Documentation in order to use the Features, as dictated by the Subscription Level the Customer has in place from time to time;
Conditiona condition of this EULA, and the term Conditions shall be construed; accordingly,
Customerthe individual, firm, company or other legal entity who registered for and in respect of which the Account is created;
Customer Dataany Data belonging to the Customer and uploaded by the Customer or its Users, or CCDS on the Customer’s behalf, to the C360 Solution and any Output Data;
Datadata of any form, nature or structure, that can be created, uploaded, inserted into or derived from or with the C360 Solution;
Documentationthe electronic operating and user instructions relating to the Software and the Features, are accessible within the information section of the C360 Solution, via Video tutorials, as well as interactive in-app guidance;
Featuresthe features accessible by the User through the Software which varies according to the User’s access rights and the Subscription Level operated by the Customer from time to time;
Intellectual Property Rightsany and all copyrights, moral rights, related rights, patents, supplemental protection certificates, rights in software, trademarks, trade names, service marks, design rights, database rights, website rights, domain name rights, rights in undisclosed information or confidential information, rights in get up, goodwill or to sue for passing off, unfair competition rights, and other intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
Open-Source Softwareopen source or free software as defined by the Open-Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org);
Output Dataany Data generated through your use of the C360 Solution;
Permitted Purposethe use of the C360 Solution by you for the purpose of the Customer’s internal business operations only;
Softwareour online software application accessible via https://www.c360.app/login;
Subscription Levelthe level of subscription offered by CCDS that the Customer activated at a given time, which offer different Features as part of C360 Solution;
Subscription Termsthe C360 Solution Subscription Terms which have been accepted by the Customer as part of the registration process to access and use the C360 Solution;
Virusesanything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
Vulnerabilitya weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
  1. A reference in this EULA to:
    1. the singular shall include the plural and vice versa and the masculine shall include the feminine and the neuter and vice versa.
    1. include, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.
    1. an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction; and
    1. any times of day shall refer to the relevant time in the UK.
    1. The headings in this EULA are included for convenience only and shall not affect its interpretation or construction.
  2. Access and Use of the C360 Solution
    1. Upon and subject to your acceptance of and compliance with the terms of this EULA, we grant you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the C360 Solution solely for the Permitted Purpose, until this EULA terminates or expires in accordance with Condition 7.
    1. You agree and acknowledge that:
      1. your right to access and use of the C360 Solution and the Features made available to you is dependent upon the Subscription Level which the Customer has activated, and the type of User assigned to you;
      1. only the Customer and Admin Users can change the Subscription Level and Features that you have access to, and such changes are subject to the Customer paying any additional charges due to CCDS in respect of the same.  You access to such Features/Functionality is dependent upon the Admin User assigning access rights to the same you or amending the Subscription Level from time to time;
      1. if you choose or are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any other individual or third party.
      1. we shall be entitled to monitor and audit your use of the C360 Solution and your compliance with this EULA;
      1. the C360 Solution incorporates Open-Source Software and your use of the C360 Solution, may be subject to additional terms that govern the use of such Open-Source Software.  You therefore further agree and acknowledge that you will comply with any such terms and any breach by you of such terms shall be a breach of this EULA;
      1. you will co-operate with CCDS or our contractors on all matters relating to this EULA and/or the C360 Solution;
      1. you will only upload the Data to the C360 Solution which the C360 Solution is able to support and not Data belonging to any other third party (provided that you may upload Data belonging to the Customer’s holding company or subsidiaries and any subsidiary of the Customer’s holding company (from time to time));
      1. you will notify CCDS promptly of any unauthorised access or use the C360 Solution upon becoming aware of the same; and
      1. notify CCDS upon becoming aware of any unauthorised disclosure or use of any of our confidential information.
    1. Upon our request, you shall suspend entry or processing of data and shall, if it is reasonably necessary to maintain the integrity of the Data, enter or re-enter Data and use backed-up versions of Data.
  3. System Requirements
    1. The C360 Solution requires the following technical specifications to operate correctly:
      1. a device which:
        1. is less than 5 years old and capable of running the latest version of the Google Chrome Web Browser; and
        1. has a minimum of 8 GB of memory;
      1. a stable internet connection with at least 2Mb download speed, 1Mb upload speed. and less than 100ms ping speed.
  4. Restrictions
    1. You shall not:
      1. (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this EULA), attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the C360 Solution in any form or media or by any means or to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the C360 Solution;
      1. access all or any part of the C360 Solution to build a product or service which competes with the C360 Solution;
      1. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the C360 Solution available to any third party;
      1. use the C360 Solution:
  5. to send, upload, store, access, publish, disseminate, distribute or transmit any material which: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; contains any Viruses; or is otherwise illegal or causes damage or injury to any person or property;
  6. to provide services to any third parties;
  7. to distribute or transmit any Viruses or Vulnerability;
  8. to break the law or encourage unlawful activity;
  9. to infringe ours or any third party’s Intellectual Property Rights; or
  10. to attempt to gain unauthorised access to any computers, data, systems accounts or network;
  11. in any manner that violates the terms upon which the C360 Solution is hosted by our third-party hosting provider
  12. and we reserve the right, on no less than thirty (30) days’ prior written notice to you, such notice specifying the breach of this Condition 4 and requiring it to be remedied within the thirty (30) day period, to disable your access to the C360 Solution for the duration of time that the breach remains unremedied.
  13. Intellectual Property Rights
    1. You acknowledge that all Intellectual Property Rights in the C360 Solution anywhere in the world belong to us or our licensors, that the rights in the C360 Solution are licensed (not sold) to you, and that you have no rights in, or to, the C360 Solution other than the right to use them in accordance with the terms of this EULA.
    1. You acknowledge that you have no right whatsoever to have access to the Software in source code form.
  14. Limitation of Liability
    1. You acknowledge and agree that we shall not in any circumstances have any liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the EULA, and that our entire liability arising out of or in connection with the supply of the C360 Solution shall be as set out in the Subscription Terms.

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the C360 Solution and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our privacy notice [https://www.c360digital.com/privacy-policy/] (Privacy Notice) and it is important that you read that information.

  1. Other Important Terms
    1. 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 are not permitted to transfer your rights or your obligations under this EULA.
    1. This EULA and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
    1. You acknowledge that in entering into this EULA you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA or any document expressly referred to in it.
    1. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA or any document expressly referred to in it.
    1. A waiver of any of our rights or remedies is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy we may have.
    1. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    1. 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.
    1. This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England.