METADATAWORKS™
End User Licence Agreement

© METADATAWORKS. 2017 – 2023
PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE

This end-user licence agreement (EULA) is a legal agreement between you (End-user or you) and METADATAWORKS LIMITED an English registered company number 07510090 whose registered place of business is at 30 Fore Street, Totnes, England, TQ9 5RP (“Metadataworks”, “we” or “us”); for the express purposes and permissions below:

· The Software – The Metadataworks web-based application services currently comprise the Metadataexchange product which enables collaborative working in respect of a metadata management, data architecture, data quality and data monitoring and reporting. These products enhance the overall knowledge base of your organisation through the creation, adaptation, maintenance or management of datasets, software engineering work or other organisational assets and are collectively called the software to which you have access (“Software”).
· The Documents – Any documents such as frequently asked questions or guides provided by us in connection with the Software (the Documents)
· The App – Any mobile application for the Software in existence or developed in future (App). ]

This EULA is supplemental to the Master Subscription and Licence Agreement (MSLA or Commercial Licence) entered into between us and the organisation by whom you have been authorised to use the Software and the Documents (Commercial Licensee). Metadataworks licenses its Software to your Commercial Licensee who would like you and other participants, professional advisers, agents, contractors, sub-contractors and other stakeholders of your Commercial Licensee to participate in one or more projects to enable collaboration and improved storage, retrieval and dissemination of information in connection with such project and your Commercial Licensee’s business purposes.

Your use of the Software and Documents shall be subject always to the terms of this EULA, and to the terms of the Commercial Licence, including your being, at all relevant times, a valid “End User” within the meaning of the Commercial Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.

IMPORTANT NOTICE:

· ACCEPTANCE OF THIS EULA: By clicking on the “Accept” button OR by signing and dating the execution block at the end of this EULA you agree to the terms of this EULA which will bind you. The terms of this EULA include, in particular, the privacy and cookie policy set out in the Appendix, the limitations on liability in condition 6 and the third party licence terms in condition 11. If you do not agree to the terms of this licence, we will not license the Software and Documents to you and you must not click “Accept” or proceed to use the Software.

· CHARGES FOR USE OF SOFTWARE: You will not be charged for accessing or using the Software or the Documents. However, your access to and use of the Software and the Documents will be subject always to that access and use taking place in accordance with the terms and conditions of the Commercial Licence, including the payment of any fees by the Commercial Licensee. We reserve the right to suspend your licence and access to the Software and Documents at any time should the Commercial Licensee fail to comply with any provision of the Commercial Licence.

You should print a copy of this EULA for future reference.

AGREED TERMS AND CONDITIONS

ACKNOWLEDGEMENTS
1.1 The terms of this EULA apply to the Software and the Documents, and any of the services accessible through the MSLA to your Commercial Licensee (Services), including any updates or supplements to the Software or any Service. If any open-source software is included in the Software or any Service, 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 notifying you of a change when you next start to use the Software. The version of this EULA then in force will apply, and may be displayed on-screen and you may be required to read and accept it to continue your use of the Services.
1.3 You will be assumed to have obtained permission from the owners of any mobile or handheld devices or computer equipment on which the App may be used now or in future (Devices), if not you, 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 or any Service on or in relation to any Device, whether or not it is owned by you.
1.4 The terms of our privacy policy from time to time (Privacy Policy), are incorporated into this EULA by reference and apply to any of your data which we may process as part of your use of the Software and Services. Additionally, by using the Software or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Software or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
1.5 If you come into contact with or are required to process in any way any personal data or special category data (like medical, health, genetic or biometric data) through the Software or the Services you will seek out and comply with your organisation’s rules and instructions (as it is the data controller for the purpose of this EULA and the MSLA) regarding your access and handling of such data sets.
1.6 By using the Software 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.
1.7 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
2.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a revocable, non-transferable, non-sub-licensable and non-exclusive licence to use the Software and any other Metadataworks product or application added to your subscription by the Commercial Licensee, subject to these terms, the terms of the MSLA and the terms of the Privacy Policy for the relevant duration of the Commercial Licence. We reserve all other rights.
2.2 You may: (a) access and use the applicable Software to collaborate with colleagues and other participants and otherwise make use of any of the functionality offered by Metadataworks through the Software (including that contemplated within the Documents) for the benefit of the Commercial Licensee and otherwise for its functionally contemplated purposes only; and (b) access and use the Documents for the benefit of the Commercial Licensee and otherwise for purposes of using the Software in accordance with condition 2.2 only.

3. LICENCE RESTRICTIONS
3.1 Except as expressly set out in this EULA or as permitted by any local law, YOU AGREE: (a) not to copy the Software or Documents, 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, loan, translate, merge, adapt, vary or modify the Software or Documents; (c) not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs, with the sole exception of any API approved and released by us; (d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the 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 the Software with another software programme (e) not to provide or otherwise make available the Software in whole or in part in any form to any person without prior written consent from us; and (f) to comply with all technology control or export laws and regulations that apply to the technology used or supported by any Service (Technology), together Licence Restrictions.

4. ACCEPTABLE USE RESTRICTIONS
4.1 You must: (a) not use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA or the Commercial Licence, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software, any Service or any operating system; (b) not use the Software or the Documents where you cease to be an “End User” for the purposes of the Commercial Licence; (c) not infringe our intellectual property rights or those of any third party in relation to your use of the Software or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA); (d) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service; (e) not use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security (or those of our third party suppliers or licensors) or interfere with other users; and (f) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

5. INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that all intellectual property rights in the Software, the Documents and the Technology anywhere in the world belong to us or our licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software, the Documents or the Technology other than the right to use each of them in accordance with the terms of this EULA.
5.2 You acknowledge that you have no right to have access to the Software in source-code form.

6. LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
6.1 You acknowledge that the Software is only intended to permit you and other “End Users” of the Commercial Licensee to collaborate with other participants within the Metadatworks eco-system, implement improved data management protocols and practices and otherwise work within the Metadataworks data exchange and monitoring environments to further the Commercial Licensee’s overall aims to improve and extract greater value from its internal knowledge base. Therefore you acknowledge and agree that it is your, and the Commercial Licensee’s responsibility, to ensure that the facilities and functions of the Metadataworks products which you and other “End Users” utilise meets the Commercial Licensee’s requirements, and that the Software, as we have described it in the Documents and in the Commercial Licence, is capable of providing and enabling such a solution. In particular, we do not guarantee that the Software or the Services are compliant with any regulatory or legal requirements to which you or the Commercial Licensee may be subject, or which may be in any way relevant to the purposes for the Software may be used, including those related to the Commercial Licensee’s data management systems and accreditations.
6.2 You agree to indemnify and hold us harmless from and against any claim arising in respect of your use of the Software, however arising, save where such claim arises as a direct result of our breach of the terms of this EULA.
6.3 We only supply the Software and Documents to the Commercial Licensee, for your and any other “End Users” use, and you agree not to use the Software and Documents for any resale or copying purposes. To the extent permitted by law, we shall have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity, loss of data, data breach or any special, indirect or consequential loss howsoever arising.
6.4 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 6.5, but we are not responsible for any unforeseeable loss or damage. 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.
6.5 Our maximum aggregate liability under or in connection with this EULA (including in respect of your use of the Software or any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to amounts actually paid by the Commercial Licensee to us under the Commercial Licence in the 12 month period immediately preceding the date of the relevant claim.
6.6 Nothing in this EULA shall limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by English law.

7. TERMINATION
7.1 We may terminate this EULA immediately by written notice to you: (a) if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 10 days after the service of written notice requiring you to do so; or (b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
7.2 We may also terminate this EULA for convenience (for no breach or fault by any party) by giving you 30 days’ notice of such termination.
7.3 This EULA shall terminate automatically upon the termination or expiry of the Commercial Licence for any reason.
7.4 On termination or expiry of this EULA for any reason: (a) all rights granted to you under this EULA shall cease; and (b) you must immediately cease all activities authorised by this EULA, including your use of any Services, and your retention of any data taken from any Metadataworks system or storage facility – including any screen shots or Jpegs of any tools, dashboards or data which properly belongs to either Metadataworks or the Commercial Licensee (but not you).

8. COMMUNICATION BETWEEN US
8.1 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 Metadataworks Limited at 30 Fore Street, Totnes, England, TQ9 5RP and at support@metadataworks.com. We will confirm receipt of this by contacting you in writing, normally by e-mail. 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 when you request or register for the Software.

9. EVENTS OUTSIDE OUR CONTROL
9.1 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 or utilities services (Event Outside Our Control).
9.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA: (a) 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 (b) 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.

10. OTHER IMPORTANT TERMS
10.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or the new organisation’s obligations under this EULA.
10.2 You may only transfer your rights or obligations under this EULA to another person if we agree in writing.
10.3 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.
10.4 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.
10.5 Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

11. THIRD PARTY LICENCE TERMS
11.1 Our Software also utilises third party software which is subject to certain third party licence terms. Accordingly the following terms and conditions of our third parties shall apply to your use of our Software and Services in addition to the provisions set out in the main body of this EULA, as well as any other relevant third party licence terms which may apply from time to time.

By browsing this website, you acknowledge and agree that your access to information on these pages constitutes acceptance of this EULA, and that you agree to be bound by it with respect to your use of the Software, Services and the Documents.