End-User License Agreement (“Agreement”)
Last updated: October 19th, 2018
THESE TERMS ARE A BINDING LEGAL AGREEMENT BETWEEN YOU AND MALDABA LIMITED.
BY PROCEEDING TO USE THE HEAR ME NOW APP YOU ARE AGREEING TO BE BOUND BY THEIR TERMS, SO PLEASE TAKE TIME TO READ THEM CAREFULLY AND IN FULL BEFORE ACCEPTING THEM AND USING THE APP.
IN PARTICULAR, YOUR ATTENTION IS DRAWN TO CLAUSES 6, 8<, 11 and 15 of this EULA.
IMPORTANT WORDS AND DEFINITIONS
In this EULA, the following words have the following meanings:
“App” means the Maldaba app, version 1.0 or later, which may be made available as a downloadable mobile software application or which may be accessed via an internet browser and used from a desktop or laptop computer.
“Device” means a mobile telephone with internet functionality, or a computing device with internet functionality (such as a touchscreen ‘tablet’).
“Maldaba” means Maldaba Limited, a company registered in England and Wales with registration number 05187518.
“Online Specification” means any technical specification of the App’s functionality or similar details which may be posted on our Website or made available via the App from time to time.
“Services” means the functionality of the App offered to Users.
“Subscription Fee” means the fee payable to Maldaba for use of some parts of the Service.
“User” means and individual who registers an account on the App; and terms such as “Users” shall be interpreted accordingly.
“Website” means https://www.hearmenowapp.com
Where this end-user licence agreement (the “EULA”) refers to “you” or “your” it means the individual accepting this EULA; where it refers to “us”, “our” or “we” it means Maldaba.
The App is designed to work on mobile tablet devices with iOS operating systems 9.0 or later and Android operating systems 5.0 or later.
- The terms of this EULA apply to the App and to any updates or supplements to the App, unless such additions are provided pursuant to separate terms, in which case those terms shall If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this EULA.
- We may change these terms at any time without Any such changes shall take effect on the next occasion that you make use of the App. Any such new terms may be displayed on-screen when you next use the App and you may be required to read and accept them in order to continue your use of the App.
- Use of the App by you is governed by the terms of this EULA but may also be subject to any rules or policies applied by any app store provider or operator from whose site you may download the App (such a site an “Appstore”, and such rules “Appstore Rules”).
- From time to time updates to the App may be issued through the the Appstore.
Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.
- You will be assumed to have obtained permission from the owners of any mobile telephone or handheld devices that are controlled, but not owned, by you which you may use to access or use the You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App on any such Device, whether or not it is owned by you.
- By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you. If you have consented, we may contact you from time to time by email, telephone, post or SMS with information about goods or services that may be of interest to you. You may unsubscribe at any time by emailing firstname.lastname@example.org.
- The App or any Service may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
- Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2. Grant and scope of licence
- You may only use this App for your personal, non-commercial purposes strictly in accordance with the terms of this EULA.
3. SUBSCRIPTION Fee and payment
- Some parts of the Service are billed on a Subscription Fee basis (“Subscription”). You will be billed annually in advance on a recurring and periodic basis (“Billing Cycle”).
- At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Maldaba cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Maldaba customer support team at email@example.com.
- A valid payment method, including credit card or PayPal, is required to process the Subscription Fee for your Subscription. By submitting such payment information, you automatically authorise Maldaba to charge all Subscription Fees incurred through your account to any such payment instruments.
- Should automatic billing fail to occur for any reason, Maldaba will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
- Maldaba may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). In these circumstances, you may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Maldaba until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription Fee for the type of Subscription you have selected.
- At any time and without notice, Maldaba reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
- Maldaba in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
- Maldaba will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
- Your continued use of the Service after the Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fee amount.
- Except when required by law, Subscription Fees are non-refundable.
4. Licence restrictions
Except as expressly set out in this EULA or as specifically permitted by any local law, you agree:
- not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
- not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing 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;
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any software that is substantially similar to the App;
- not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from Maldaba; and
- to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the App or any Service.
Together such conditions the “Licence Restrictions”.
5. Acceptable use restrictions
As a condition of being granted access to the App and the Services all Users agree that they shall:
- not to use the App or any Service if they are under the age of 13.
- not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
- not use the App to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is or which would be unlawful, or which that User does not possess all necessary regulatory permissions to lawfully perform;
- not use the App to offer, solicit, or otherwise facilitate any form of sexual contact or encounter between themselves and any other User;
- not use the App to promote the goods or services of a third party;
- not to use the App to send communications that would be considered to be spam;
- not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA);
- not upload to the App any data, material or information which is false or misleading in any way;
- not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
- not collect, extract or harvest any information or data from the App, any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
Users further agree that they shall at all times:
- treat all other Users with respect and courtesy at all times;
- respect the diversity of other Users and their opinions, thoughts and beliefs;
- refrain from transmitting any material that is defamatory, offensive or otherwise objectionable via the App; and
- refrain from using the App for any unlawful purposes in relation to other users, including without limitation for stalking, harassing, or intimidating any other User;
Together such conditions the “Acceptable Use Restrictions”.
6. Intellectual property rights
- You acknowledge that all intellectual property rights in the App and the Online Specification anywhere in the world belong to us or our licensors, 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 it in accordance with the terms of this EULA.
- You warrant that you have all necessary rights to upload and use any material which you may enter into or upload to the App (or the servers which underpin its use) and to grant Maldaba all necessary rights to use the same for such purposes as it may see You further warrant and undertake to indemnify and hold harmless Maldaba from any breach by you of this clause 6.2.
- You acknowledge that you have no right to have access to the App in source-code form.
- We warrant that:
- the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Online Specification; and
- that the Online Specification correctly describes the operation of the App in all material respects, for a period of 7 days from the date on which the App is downloaded or streamed to your Device.
- The warranty does not apply:
- if the defect or fault in the App or any Service results from you having altered or modified the App;
- if the defect or fault in the App results from you having used the App in breach of the terms of this EULA; and
- if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
- If you are a consumer, this warranty is in addition to your legal rights in relation to software that is faulty or not as Advice about your legal rights is available from your local Citizens’ Advice or Trading Standards office.
- Maldaba makes no warranty that the App will be available at all times, or that provision of it will be uninterrupted or error Save for as expressly set out in these terms, no implied warranties or other terms, including any implied term relating to satisfactory quality or fitness for purpose, shall apply to the App or its use by you.
8. Limitation of liability
- You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the Online Specification meet your requirements.
- You acknowledge that Maldaba does not review user postings, ratings, representations, comments or other uploaded content. Accordingly you agree that Maldaba shall not be liable or responsible for any such user-generated content.
- We shall only be responsible for loss or damage you suffer that is a direct and foreseeable result of our breach of this EULA or our negligence up to the limit specified in clause 4, but we are not responsible for any indirect, consequential or unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach at the time we entered into this EULA with you. Further, Maldaba shall not in any circumstances be liable for any loss of profit, loss of business, loss of contracts, or loss of business opportunity that you may suffer as a result of your use of the App, whether such loss arises directly, indirectly or otherwise.
- Our maximum aggregate liability under or in connection with this EULA and your use of the App whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total value of the Subscription Fee paid to Maldaba in the 12 month period preceding the event in respect of which your entitlement to such a sum became This does not apply to the types of loss set out in clause 8.5.
- Nothing in this EULA shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation; and
- any other liability that cannot be excluded or limited by English
- 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 7 days after the service of written notice requiring you to do so;
- if you breach any of the Licence Restrictions or the Acceptable Use Restrictions;
- if Maldaba has any reason to suspect that your use of the App is unlawful, or that it would bring Maldaba and/or other users or the App into disrepute; and
- if Maldaba withdraws the App from service, or otherwise reorganises or restructures its business so as to necessitate the termination or suspension of provision of the App to you.
- On termination for any reason:
- all rights granted to you under this EULA shall cease;
- you must immediately cease all activities authorised by this EULA, including your use of any Services; and
- you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App and Online Specification then in your possession, custody or control and certify to us that you have done so.
- In addition to its rights set out above Maldaba shall have the right to suspend your use of the Service immediately if it has any reason to suspect that you have breached the terms of this EULA or have otherwise acted in a fashion which it considers may bring or has brought its reputation into disrepute.
10. Communication between us
- If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to firstname.lastname@example.org.
- If we have to contact you or give you notice in writing, we will do so by e-mail, via the App, or by pre-paid post to the address you provide to us in your request for the App.
11. Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (each an “Event Outside Our Control”).
- If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
- our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.
- You undertake to indemnify and hold Maldaba harmless in respect of all costs, charges, damages or losses which it may suffer in relation to your use of the App, including in relation to (a) any content which you may upload to the App or any interaction you may have with any other user of the App; (b) any breach of these terms; and (c) your use and access of the App, by you or any person using your account and password.
13. Other important terms
- 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 obligations under this EULA to another person if we agree in writing.
- 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 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 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.
- Please note that this EULA, its subject matter and its formation, are governed by English You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
- The use of this App is lawful in England and Wales. Should you choose to use the App anywhere else in the world you are responsible for checking local law and ensuring your compliance.