GWEEK END USER LICENCE AGREEMENT

GWEEK END USER LICENCE AGREEMENT

PLEASE READ THESE LICENCE TERMS CAREFULLY

The terms of this end user licence agreement (the "EULA") form a legal agreement between you ("you" or "your") and Gweek UK Limited, a company registered in England and Wales with registered number 10504884 and having its registered office at 3rd Floor, 12 East Passage, London, EC1A 7LP with registered number 2767629 ("us", "our" or "we") for:

  • any of our software programmes provided to you, including, without limitation, our mobile application software that you have been provided access to and/or use of, and any updates or supplements to any of them (the "Gweek Software");
  • our website at www.gweekspeech.com

  • the services you connect to via the Gweek Software and/or the Site and any of our content we provide to you through them (the "Services"); and

  • where applicable, any related online or electronic documentation (the "Documentation").

We licence use of the Gweek Software, the Site and the Documentation to you on the basis of this EULA. By accessing or using the Gweek Software or the Site, you confirm that you accept the terms of this EULA and that you agree to comply by it. If you do not agree with this EULA, then you must not access or use any Gweek Software or the Site or any of the Services available through them.

We do not sell the Gweek Software, the Site or any of the Documentation to you. We remain the owners of the Gweek Software, the Site and any Documentation at all times.

If you have signed-up to use our Services directly (either through the Site or any Gweek Software), access to our Site, the Gweek Software and the corresponding Services are currently made available to you either free of charge (where you have selected to use such of our Services that are currently provided free of charge), or subject to the applicable fees outlined at your point of purchase of the relevant Services (where you have selected to use such of our Services that are currently charged for). Where fees are applicable in respect of any of the Services, your access to and use of such Services shall be subject to your payment of the specified fees. This means that you may not be granted access to the relevant Services through the Site and/or Software until you have paid the specified fees.

We reserve the right to introduce charges for use of any of the Site, the Gweek Software or the corresponding Services at any time. Where you have been provided with access to or use of our Services through your employer, business or other appointing entity, they will be responsible for paying any applicable charges for your access and use.

  • Your Privacy and Other Applicable Terms

Privacy

  1. Where you have been provided with access to or use of our Services through your employer, business or other appointing entity, we will only use any personal data you provide to us or we collect through your use of the Gweek Software and/or the Site in accordance with the instructions of such employer, business or other appointing entity providing you with such access. For details of how your personal data will be used, please refer to your employer's, business' or other appointing entity's applicable privacy policy.

  2. Otherwise, where you have signed-up to use our Services directly (either through the Site or any Gweek Software), then our Privacy Policy  out the terms on which we will use any personal data we collect from you or that you provide to us.

  3. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using any Gweek Software or over the Site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. As described in our privacy policy, we will collect and use technical information about the devices you use the Gweek Software on to improve our products and to provide the Gweek Software and any Services to you.

  4. As described in our privacy policy, we will collect and use technical information about the devices you use the Gweek Software on to improve our products and to provide the Gweek Software and any Services to you.

  5. Other Terms

  6. The following additional terms will also apply to your use of the Site and/or any Gweek Software:
    1. our Acceptable Use privacy policy , which sets out more detail on restrictions and permitted uses in respect of our Site and/or any Gweek Software; and

    2. our Cookie Policy , which sets out information about the cookies on our Site.

  • Mobile App Marketplace Terms

The ways in which you can use the Gweek Software and Documentation may also be controlled by the rules and policies of the particular mobile app marketplace from which you are downloading the Gweek Software. Please ensure that you read and understand the terms and conditions set out in any such rules and policies. Where there are differences between the two, the applicable mobile app marketplace's rules and policies will apply instead of these terms.

  • App Operating System Requirements

All Gweek Software require a mobile device with an up to date Android or iOS operating system on it with at least 100 MB of available space on its file system.

  • Updates and Changes
  1. From time to time we may automatically update the Gweek Software and change the corresponding Services to improve performance, enhance functionality, reflect changes to the operating system, address security issues or otherwise reflect business priorities and needs. Alternatively we may ask you to update any Gweek Software for these reasons.

  2. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Gweek Software and corresponding Services.

  3. We may also update and change the Site from time to time to reflect changes to our products, our users' needs, our business priorities or otherwise to reflect business needs.

  4. This EULA applies to your use of the Site and Gweek Software as such may be updated or changed by us from time to time.

  • Suspension or Withdrawal of the Site

    We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of the Site for business and operational reasons.

  • Support and Contacting us about Problems
  1. If you want to learn more about any Gweek Software, the Site or the corresponding Services or have any problems using them please take a look at our support resources atwww.gweekspeech.com.

  2. If you think any Gweek Software, the Site or the corresponding Services are faulty or mis-described or wish to contact us for any other reason, please email our customer service team at info@gweekspeech.com.

  3. If we have to contact you in respect of the Services you have requested, we will do so by email, by SMS or by pre-paid post, using the contact details you have provided to us.

  • Intellectual Property
  1. All intellectual property rights in all Gweek Software, the Site, any Documentation and the corresponding Services throughout the world belong to us (or our licensors) and any rights in the Gweek Software, the Site, any Documentation and the corresponding Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Gweek Software, the Site, any Documentation and the corresponding Services other than the right to use them in accordance with this EULA.

  2. You must not use any part of the content on the Site or any of the Gweek Software for commercial purposes without obtaining a licence to do so from us or our licensors.

  • How you may use the Gweek Software and Site

In your agreeing to comply with these terms, you may:

  1. use the Site, Gweek Software and the corresponding Services for your personal, non-commercial use (and these are provided to you solely for your domestic and private use);

  2. download, stream or install and use a copy of any Gweek Software onto a mobile telephone or handheld device and view, use and display that Gweek Software and the corresponding Services on such device for your personal purposes only;

  3. use any Documentation to support your permitted use of the Gweek Software, the Site and the corresponding Services;

  4. receive and use any free supplementary software code or update of any Gweek Software incorporating "patches" and corrections of errors as we may provide to you; and

  5. provided you comply with section 12, make a copy of any Gweek Software as permitted by law for back-up purposes.

  • Your obligations
  1. Age. If you have signed-up to use our Services directly (either through the Site or any Gweek Software), then you must be 16 or over to accept these terms and use any of our Services. By accessing or using the Site and/or any Gweek Software, you confirm that you are at least 16 years of age. Where you have been provided with access to or use of our Services through your employer, business or other appointing entity, then you confirm that you satisfy any age requirements specified by your employer, business or other appointing entity.

  2. No transfer. We are giving you personally the right to use the Gweek Software, the Site and the corresponding Services as set out above in section 9. You may not otherwise transfer the Gweek Software, the Site or any corresponding Services to someone else, whether for money, for anything else or for free. If you sell any device or computer on which any Gweek Software is installed, you must remove the Gweek Software from it.

  3. Third Party Device. If you download, stream or install any Gweek Software onto any mobile phone, device or computer not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.

  4. Responsible for Others' Use. You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

  5. Keep Account Details Safe. You must ensure that you keep any password or other user identification code required to access any Gweek Software or the Site confidential and not disclose it to any third party. We have the right to disable any password or other user identification code, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of these terms. If you know or suspect that anyone other than you knows your password or user identification code, you must promptly notify us at the details set out in section 7.2.

  6. Viruses. We do not guarantee that the Gweek Software and/or the Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access any Gweek Software and/or the Site. You should use your own virus protection software.

  • Rights to Upload
  1. Where the Gweek Software or the Site allow you to upload and share content with other users, you must ensure that you have the right to use, upload and share the content in such a way. You are responsible for getting any consents or permissions required for any content you wish to use in this way.

  2. You also confirm to us that any such uploads or content you share comply with the acceptable use requirements set out in section 13. You will be responsible for any loss or damage we might suffer as a result of you not complying with this section 11.2 including for you being in breach of any of the provisions of section 13.

  3. Any content you upload to the Site or within any Gweek Software will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but grant us a perpetual, worldwide, non-exclusive, royalty free, transferable, sub-licensable licence to use, reproduce, distribute, prepare derivative works of, display and perform such content in connection with any of the Services you wish to be provided through the Site or any Gweek Software.

  4. We have the right to remove any upload or posting you have made if, in our opinion, your post does not comply with the any of these terms. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you constitutes a violation of their intellectual property rights, or of their right to privacy.

  • Restrictions

You agree that you will:

  1. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Gweek Software or any corresponding Services;

  2. not rent, lease, sub-license, loan, provide, transfer, distribute, or otherwise make available, any Gweek Software or corresponding Services in any form, in whole or in part to any person without prior written consent from us;

  3. not copy the Gweek Software, the Site, any Documentation or the corresponding Services, except to the extent permitted under these terms;

  4. only print off or download any extracts of any pages from the Site for your personal use in respect of any corresponding Services being provided to you and that you will always clearly acknowledge our status (and that of any identified contributors) as the authors of the content on the Site;

  5. not translate, merge, adapt, vary, alter or modify, the whole or any part of any Gweek Software, the Documentation or the corresponding Services nor permit any Gweek Software, Documentation or corresponding Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use any Gweek Software and the corresponding Services on devices as permitted in these terms;

  6. not translate, disassemble, decompile, reverse-engineer or otherwise tamper with any Gweek Software 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 any Gweek Software with another software program, and provided that the information obtained by you during such activities:
    1. is used only for the purpose of achieving inter-operability of the Gweek Software with another software program;

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

    3. is not used to create any software which is substantially similar to the Gweek Software; and

    4. is kept secure.

  7. not create any derivative works based upon any Gweek Software or our content on the Site, or remove, obscure or vary any proprietary notices on or in any Gweek Software or the Site;

  8. keep access to and any copies of any Gweek Software secure and to prevent any unauthorised use of any Gweek Software by any persons.

  • Acceptable Use

You must:

  1. not use the Gweek Software, the Site or corresponding Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Gweek Software, the Site or any operating system;

  2. not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site (including through any use of a denial-of-service attack or a distributed denial-of service attack), and in the event of your breach of this section 13.2 your right to use the Site will cease immediately;

  3. of this section 13.2 your right to use the Site will cease immediately;
  4. not infringe our intellectual property rights or those of any third party in relation to your use of any Gweek Software, the Site or any corresponding Services, including by the submission or upload of any content not licensed by these terms;

  5. not establish a link to the Site or any part of the Site in any other website, unless you have otherwise obtained permission from us through contacting us at the details set out in section 7.2;

  6. not transmit any material that is illegal, defamatory, offensive or otherwise objectionable in relation to your use of the Gweek Software, the Site or any corresponding Services;

  7. not use the Gweek Software, the Site or any corresponding Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

  8. not collect or harvest any information or data from any Services or our systems or attempt to decipher any transmissions to or from the servers running any Services.

External Website Links and User Content
  1. The Gweek Software or the Site may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

  2. You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

  3. The Site and Gweek Software may include information and materials uploaded by other users. This information and these materials have not been verified or approved by us. The views expressed by other users do not represent our views or values.

  4. If you wish to complain about information and materials uploaded by other users please contact us on the details set out in section 7.2.

Confidentiality
  1. You promise to keep confidential all data (including object and source codes), drawings, specifications, software listings and all other information relating to the Gweek Software, the Site, the Documentation and the Services that are provided to you by us or on our behalf. You will not at any time disclose the same, whether directly or indirectly, to any third party without our prior written consent.

Our Responsibility to you for Loss or Damage
  • Liability. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation. Otherwise, our total liability to you in respect of all claims arising out of or in connection with this EULA shall be limited to the total amount you have paid to us for use of the Services.

  1. However, to the extent permitted under law, we shall not be liable to you for any: loss of profit or revenue; loss of business; loss of opportunity or contract; loss of goodwill; loss of reputation; loss of data; and/or indirect or consequential losses of any kind.

  2. Damage to your Property. In addition to our liability set out above, if defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

  3. Limitations to the Gweek Software, the Site and the Services. The Gweek Software, the Site and the corresponding Services are not intended to offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Gweek Software, the Site or the corresponding Services. Although we make reasonable efforts to update the information provided by the Gweek Software, the Site and the corresponding Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

  4. Back-up content and data used. You are responsible for backing up any content and data used in connection with the Gweek Software or the Site and we recommend that you do so to protect yourself in case of problems with the Gweek Software or the Site.

  5. Check that the Gweek Software and the Services are suitable for you. The Gweek Software, the Site and any corresponding Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Gweek Software, the Site and any corresponding Services meet your requirements.

  6. Disclaimer. This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Gweek Software, the Site, any Documentation and the Services. Except as expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us and any such terms that could otherwise be implied into this EULA is excluded to the fullest extent permitted by law.
  • Termination
  1. Where you have been provided with access to or use of our Services through your employer, business or other appointing entity, your rights to use the Gweek Software, the Site, any Documentation and the Services will only continue for so long as you are authorised to do so by your employer, business or other appointing entity as part of your duties, training or other responsibilities. Once this is no longer the case, your rights to use all Gweek Software, the Site, any Documentation and the Services will end.

  2. Where you have signed up to use our Services directly, you will be allowed to use the Gweek Software, the Site, any Documentation and the Services for as long as you keep complying with these terms.

  3. We may also end your rights to use the Gweek Software, the Site, any Documentation and the Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

  4. If your rights end or we end your rights to use the Gweek Software, the Site, any Documentation and the Services:
    1. you must stop all activities authorised by these terms, including your use of all Gweek Software, the Site, any Documentation and the Services;

    2. you must delete or remove all Gweek Software from all devices or computers in your possession and immediately destroy all copies of any Gweek Software which you have; and

    3. we may remotely access your devices and remove any Gweek Software from them and cease providing you with access to the Site and any Services.

  • General
  1. Severability. If any provision of this EULA is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, that provision shall be severed and the remainder of the provisions shall continue in full force and effect as if this EULA had been agreed without the invalid, illegal or unenforceable provision.


  2. Assignment. 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.

  3. Third Party Rights. No term of this EULA is enforceable by any person who is not a party to it.


  4. Releases and Waivers. 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.

  5. Entire Agreement. This EULA together with any documents referred to in this EULA sets out the entire agreement and understanding between us in respect of the Site, the Gweek Software and the Services. Except in the case of fraud, you agree that you shall have no remedies in respect of any representation that is not set out expressly in this EULA. You acknowledge that you have not relied on, or have been induced to enter into this EULA by, any representation made by or on our behalf that is not repeated in this EULA.

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