This end-user licence agreement (“EULA”) is a legal agreement between you (“End-user” or “you”) and Ultimate Contact Manager Limited having its registered office at 12 Potterhill Place, Coylton, Ayr, KA6 6QP (“Licensor”, “us” or “we”) for the Ultimate Contact Manager (“App”).
We licence use of the App to you on the basis of this EULA and subject to any rules or policies applied by any appstore provider or operator from whose site, located at Apple Appstore Terms (“Appstore”), the End-user downloaded the App (“Appstore Rules”). We do not sell the App to you. We remain the owners of the App at all times.
By downloading the App and clicking on the “Accept” button below you agree to the terms of the licence which will bind you. The terms of the licence include, in particular, limitations on liability in condition 7.
If you do not agree to the terms of this licence, we will not license the App to you and you must stop the downloading process now. In this case, the downloading process will terminate.
As a consumer, you have the right to withdraw from your transaction without charge and without any reason before downloading the App. However, you will lose the right to cancel the transaction once you begin to download the App.
This does not affect your consumer rights for an app that is defective.
You should print or download and save a copy of this EULA for future reference, as it is binding on you.
It is hereby agreed as follows:
1.1 The terms of this EULA apply to the App, including any updates or supplements to the App, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the App, the terms of an open-source licence may override some of the terms of this EULA.
1.2 We may change these terms at any time by sending you an e-mail with details of the change or notifying you of a change when you next start the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the App.
1.3 From time to time, updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the App until you have downloaded the latest version of the App and accepted any new terms.
1.4 You will be assumed to have obtained permission from the owners of the mobile telephone or handheld devices that are controlled, but not owned, by you and described in condition 2.2 (“Devices”) and to download a copy of the App onto the Devices. 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 or in relation to any Device, whether or not it is owned by you.
1.5 The App 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.
1.6 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.
2.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App on the Devices, subject to these terms and the Appstore Rules, incorporated into this EULA by reference. We reserve all other rights.
2.2 You may download a copy of the App onto the Devices and to view, use and display the App on the Devices for your personal purposes only.
3.1 Except as expressly set out in this EULA or as permitted by any local law, you agree:
3.1.1 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;
3.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
3.1.3 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;
3.1.4 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:
188.8.131.52 is used only for the purpose of achieving inter-operability of the App with another software program;
184.108.40.206 is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
220.127.116.11 is not used to create any software that is substantially similar to the App;
3.1.5 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;
3.1.6 to include our copyright notice on all entire and partial copies you make of the App on any medium;
3.1.7 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 us; and
3.1.8 to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App (“Technology”), together “Licence Restrictions”.
4.1 You must:
4.1.1 not use the App 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 or any operating system;
4.1.2 not infringe our intellectual property rights or those of any third party in relation to your use of the App (to the extent that such use is not licensed by this EULA);
4.1.3 not use the App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
4.1.4 not collect or harvest any information or data from the App or attempt to decipher any transmissions to or from the servers running the App, together “Acceptable Use Restrictions”.
5.1 You acknowledge that all intellectual property rights in the App and the Technology 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 or the Technology other than the non-exclusive right to use them in accordance with the terms of this EULA.
5.2 You acknowledge that you have no right to have access to the App in source-code form.
6.1 By using the App, you agree that the App may collect and process the following data:
6.1.1 information you give us about you when you download or register the App (such as your name and e-mail address), make an in-App purchase, share data via an in-App function and when you report a problem with the App;
6.1.2 information about the Device, including: technical information; unique device identifier (such as the Device IMEI and phone number); mobile network information; and the Device’s operating system;
6.1.3 information stored on the Device, including: contact information, friends’ and contacts’ lists; user names, passwords and log-in credentials for social media accounts; and photos, videos and other digital content;
6.1.4 information about your current location using GPS technology (if you have enabled location services on the Device); and
6.1.5 information contained within cookie files that we may place on the Device.
6.2 We may use the data that we collect from you under condition 6.1 for the following purposes:
6.2.1 to provide you with the App and associated services;
6.2.2 to improve our products and services, including the App; and
6.2.3 to provide you with notifications (if you have enabled notifications on the Device).
6.3 We may disclose the data that we collect from you under condition 6.1 to:
6.3.1 a member of our group;
6.3.2 the prospective buyer or seller of our or any business or assets in the event that we sell or buy any business or assets;
6.3.3 if we are under a legal duty to disclose or share such data in order to comply with any legal obligations or request; or
6.3.4 in order to enforce this EULA.
6.4 We will take reasonable technological and organisational security measures to protect the data we collect from you against accidental loss, damage or destruction. You acknowledge and accept that internet transmissions are not secure or completely private and any message or information that you send using the App may be read and intercepted by others, even if there is a notice to indicate that any such messages or information are encrypted.
7.1 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 Appstore and our website meet your requirements.
7.2 We only supply the App for domestic and private use. You agree not to use the App for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 7.4. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the EULA.
7.4 Our maximum aggregate liability under or in connection with this EULA whether in contract, delicit (including negligence) or otherwise, shall in all circumstances be limited to the amount you paid for the App and the amount spent by you on in-App purchases. This does not apply to the types of loss set out in condition 7.5.
7.5 Nothing in this EULA shall limit or exclude our liability for:
7.5.1 death or personal injury resulting from our negligence;
7.5.2 fraud or fraudulent misrepresentation; and
7.5.3 any other liability that cannot be excluded or limited under the law of Scotland.
8.1 We may terminate this EULA immediately by written notice to you:
8.1.1 if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; and
8.1.2 if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
8.2 On termination for any reason:
8.2.1 all rights granted to you under this EULA shall cease;
8.2.2 you must immediately cease all activities authorised by this EULA, including your use of the App;
8.2.3 you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in your possession, custody or control and certify to us that you have done so; and
8.2.4 we may remotely access the Devices and remove the App from all of them and cease providing you with access to the App.
9.1 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 or by prepaid post to Ultimate Contact Manager Limited at the address provided above and firstname.lastname@example.org . We will confirm receipt of this by contacting you in writing, normally by e-mail.
9.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request for the App.
10.1 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 (“Event Outside Our Control”).
10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
10.2.1 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
10.2.2 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.
11.1 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.
11.2 You may only transfer your rights or obligations under this EULA to another person if we agree in writing.
11.3 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.
11.4 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.
11.5 Please note that this EULA, its subject matter and its formation, are governed by the law of Scotland. You and we both agree that the courts of Scotland will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of England or Wales, you may also bring proceedings in England or Wales.