Yuuguu End-User Software License

IMPORTANT NOTICE: PLEASE READ THIS AGREEMENT AND OUR PRIVACY POLICY CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING ANY SOFTWARE FROM THIS WEBSITE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Yuuguu Limited of Unit 11B, Enterprise House, Manchester Science Park, Lloyd Street North, Manchester M15 4EN (Company number 05581789) (Yuuguu or we) for the Software specified in condition 1 below. This is an agreement on end-user rights and not an agreement for sale. Yuuguu continues to own the copy of the Software and any other copy that you are authorised to make pursuant to this Licence.

BY PROCEEDING TO DOWNLOAD ANY SOFTWARE FROM THIS WEBSITE OR CLICKING ON THE "ACCEPTANCE" BUTTONS WHILE INSTALLING, DOWNLOADING, AND/OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE DOWNLOADING PROCESS NOW BY CLICKING ON THE "REJECT" BUTTON. IN THIS CASE YOU MAY NOT DOWNLOAD ANY SOFTWARE FROM THIS WEBSITE AND MUST DELETE THE SOFTWARE FROM YOUR COMPUTER.

1 SOFTWARE

1.1 "Software", as the term is used in this Licence means all of the information with which this Licence is provided, including but not limited to (i) computer software, the data supplied with it; (ii) related explanatory written software and online documentation (Documentation); and (iii) upgrades, modified versions, updates, additions, and copies of the Software (collectively Updates), if any, licensed to you by Yuuguu under this Licence.

1.2 Instructions on how to use the Software are available on our website (www.yuuguu.com). For the avoidance of doubt, the instructions are also the copyright works of Yuuguu and at all times remain in the ownership of Yuuguu.

2 GRANT AND SCOPE OF LICENCE

2.1 In consideration of payment by you of all Subscription Fees and you agreeing to abide by the terms of this Licence, Yuuguu grants to you a limited, non-exclusive non-transferable licence to use the Software on the terms of this Licence.

2.2 "Subscription Fees" as the term is used in this Licence means all fees, taxes and duties payable by you, from time to time, in relation to the use of the Software. These are set out on our website (www.yuuguu.com/pricing/yuuguu-pricing). Yuuguu reserves the right to amend the Subscription Fees payable by you from time to time and will give you 30 days notice of such proposed amendments (such notice will be posted on our website as appropriate).

2.3 You may:

(a) download, install and use the Software for your private OR internal business purposes only either (as agreed between the parties):

(i) on one computer if the Licence is a single-user licence or the Software is for single use; or

(ii) if the Licence is a multi-user or network licence, by the number of concurrent users agreed between you and us;

(b) make copies of the Software for back-up, archival or other security purposes; and

(c) receive and use any free supplementary software code or Updates of the Software incorporating "patches" and corrections of errors as may be provided by Yuuguu from time to time.

2.4 Yuuguu reserves the right to automatically update the Software remotely at any time.

2.5 Yuuguu reserves the right to charge you an additional fee for any support or patches in respect of the Software that you may require from time to time.

3 LICENSEE'S UNDERTAKINGS

3.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, export, import, loan, translate, merge, adapt, vary or modify the Software or Documentation;

(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor 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 Software with another software program, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and

(ii) is not unnecessarily disclosed or communicated without Yuuguu's prior written consent to any third party; and

(iii) is not used to create any software which is substantially similar to the Software;

(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(f) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

(g) to replace the current version of the Software with any updated or upgraded version or new release provided by Yuuguu under the terms of this Licence immediately on receipt;

(h) to include the copyright notice of Yuuguu on all entire and partial copies you make of the Software on any medium;

(i) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from Yuuguu;

(j) to use the Software in a manner that complies with all applicable laws in the jurisdiction in which you use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

3.2 You must permit Yuuguu and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Software or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.

4 INTELLECTUAL PROPERTY RIGHTS

4.1 You acknowledge that all intellectual property rights in the Software anywhere in the world belong to Yuuguu (and/or its licensors and affiliates), that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.

4.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

4.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of Yuuguu are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.

5 PERFORMANCE

5.1 You acknowledge that the Software 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 Software as described in the Documentation meet your requirements.

5.2 You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.

6 AUDIO CONFERENCING

6.1 Yuuguu's conference call service is provided in partnership with PowWowNow. We expect that you will comply with PowWowNow's terms and conditions whilst using the conference call facilities of the Software. PowWowNow's terms and conditions can be found at www.powwownow.co.uk/utilNav/TermsofUse

7 YUUGUU'S LIABILITY

7.1 Nothing in this Licence shall exclude or in any way limit Yuuguu's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law.

7.2 Subject to condition 7.1, Yuuguu shall not be liable under, or in connection with, this Licence or any collateral contract for:

(a) loss of income;

(b) loss of business profits or contracts;

(d) loss of the use of money or anticipated savings;

(e) loss of information;

(f) loss of opportunity, goodwill or reputation;

(g) loss of, damage to or corruption of data; or

(h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;

provided that this condition 7.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 5 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 7.2.

7.3 Subject to condition 7.1 and condition 7.2, Yuuguu's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the greater of 10 GBP and two month's Subscription Fees.

7.4 Subject to condition 4.1, condition 4.2 and condition 4.3, Yuuguu's liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the UK.

7.5 This Licence sets out the full extent of Yuuguu's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Yuuguu except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

8 YOUR STATUTORY RIGHTS AND SEVERABILITY

8.1 This licence gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.

8.2 If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

8.3 Any rights that you may have as a consumer (ie a purchaser for private as opposed to business, academic or government use) are not affected.

9 YOUR INDEMNITY OF YUUGUU

9.1 You shall defend, indemnify and hold Yuuguu and its licensors harmless against any claims, damages, liabilities, losses, costs, suits or expenditures incurred by Yuuguu, its affiliates, or licensors as a result of any infringement or alleged infringement of intellectual property rights of a third party or otherwise caused by your use or exploitation of the Software.

10 TERM AND TERMINATION

10.1 This Licence shall commence on the date it is granted by Yuuguu to you in accordance with condition 2.1 above and shall continue until terminated in accordance with condition 10.2 or 10.3.

10.2 Both Yuuguu and you may each terminate this Licence at any time, provided you have given the other 30 days written notice of such termination.

10.3 Yuuguu may terminate this Licence immediately by written notice to you if:

(a) you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or

(b) a petition for a bankruptcy order to be made against you has been presented to the court; or

(c) the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986).

10.4 Upon termination for any reason:

(a) all rights granted to you under this Licence shall cease;

(b) you must cease all activities authorised by this Licence;

(d) you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to Yuuguu (at Yuuguu's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to Yuuguu that you have done so.

10.5 Yuuguu may suspend this Licence where you fail to pay the Subscription Fees on or the payment date or at all and conditions 10.4(a), 10.4(b) and 10.4(c) shall apply in such cases until such suspension is lifted by Yuuguu by written notice to you.

11 TRANSFER OF RIGHTS AND OBLIGATIONS

11.1 This Licence is binding on you and us, and on our respective successors and assigns.

11.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.

11.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.

12 NOTICES

All notices given by you to us must be given to Yuuguu Limited at Unit 11B, Enterprise House, Manchester Science Park, Lloyd Street North, Manchester M15 4EN or support@yuuguu.com. We may give notice to you at either the e-mail or postal address you provided to us when downloading the Software or registering with us to use the Software. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

13 EVENTS OUTSIDE OUR CONTROL

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by events outside our reasonable control (Force Majeure Event).

13.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(e) impossibility of the use of public or private telecommunications networks;

(f) the acts, decrees, legislation, regulations or restrictions of any government.

13.3 Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.

14 WAIVER

14.1 If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

14.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

14.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

15 ENTIRE AGREEMENT

15.1 Except where we have agreed a separate written software licence with you (which, unless otherwise stated, will take precedence over the conditions set out in this Licence), this Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

15.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.

15.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

16 LAW AND JURISDICTION

This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

Should you have any questions concerning this licence you may contact us via our Help Center (www.yuuguu.com/help) or by telephone on +44 (0)161 660 2801.