LICENCE TERMS FOR NON-COMMERCIAL USE

Please read these terms very carefully, in particular clauses 9 and 10

1. APPLICATION OF THESE LICENCE TERMS

  • 1.1 These licence terms for non commercial use (Terms), the sign up page, the Terms of Use and Privacy Policy (together the Licence) set out the basis on which Zegami Limited, a limited company incorporated in England and Wales with company number 09853507 and whose registered office is at Oxford Sciences Innovation – Grassroots, 46 Woodstock Road, Oxford, OX2 6HT (Zegami) grants the right to use the Zegami solution and any printed materials and online documentation (Zegami Solution) to the customer identified in the sign up page (Customer).
  • 1.2 These Terms only apply to the Customer if the Customer is an individual using the Zegami Solution wholly or mainly for his / her personal use (and not in connection with his / her trade, business, craft or profession, that of his / her employer or on behalf of an academic institution) (Non-Commercial Use). If the Customer is not an individual or is using the Zegami Solution in connection with a trade, business, craft or profession, or on behalf of an academic institution (Commercial Use) then the licence terms for Commercial Use will apply.

2. GRANT AND SCOPE

In consideration of the Customer agreeing to abide to the terms of this Licence, Zegami hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to use the Zegami Solution on the terms of this Licence until terminated in accordance with this Licence solely for Non-Commercial Use.

2.2 The Customer shall:

  • (a) keep a secure password for the Customer’s use of the Zegami Solution and the Customer shall keep his / her access details and password confidential;
  • (b) comply with all applicable technology control or export laws and regulations; and
  • (c) at all times comply with the Terms of Use.

2.3 The Customer shall not:

  • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Customer and Zegami and except to the extent expressly permitted under this Licence:
    • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the online software applications provided by Zegami as part of the Zegami Solution and/or printed materials or online documentation (as applicable) in any form or media or by any means;
    • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the online software applications used by Zegami in the Zegami Solution; or
  • (b) access all or any of the Zegami Solution and/or printed materials or online documentation in order to build a product or service which competes with the Zegami Solution.

3. THE CUSTOMER’S COLLECTIONS

  • 3.1 When the Customer uses the Zegami Solution, the Customer may input or link to data, for example, data files or images (Data). The Customer retains all of his / her ownership rights in the Data, but the Customer is required to grant Zegami and other users of the Zegami Solution a limited licence to use, store and copy that Data and to distribute and make it available to third parties. Further information about this can be found in the Terms of Use.
  • 3.2 The Customer acknowledges that his / her use of the Zegami Solution means that any collections that the Customer has created using the Zegami Solution will be made public. Zegami recommends that the Customer considers carefully what Data he / she uses to create his / her collections.

4. RESPECTING INTELLECTUAL PROPERTY RIGHTS AND PRIVACY

4.1 Zegami respects intellectual property rights and right to privacy and asks that the Customer does too. The Customer warrants that:

  • (a) any Data will comply with the Terms of Use and will not infringe any third party’s intellectual property rights or rights to privacy; and
  • (b) the Customer has the right to provide Zegami with any Data from which a natural person can be identified or is identifiable, and that the Customer has informed any such natural person of, or obtained his / her consent (as appropriate) to the Customer’s intended use of his / her personal data, which may include a transfer to a country which does not have adequate safeguards in place to protect such personal data.

4.2 If Zegami receives a notice:

  • (a) of alleged intellectual property right infringement; or
  • (b) alleged breach of a right to privacy,

Zegami may, without prejudice to its rights to terminate this Licence or suspend the Customer’s access to the Zegami Solution, delete or disable all or part of the Customer’s Data alleged to be infringing intellectual property rights or breaching rights to privacy.

5. ZEGAMI’S INTELLECTUAL PROPERTY RIGHTS

  • 5.1 The Customer acknowledges that all intellectual property rights in the Zegami Solution and/or printed materials or online documentation belong to Zegami, that rights in the Zegami Solution and that the Customer has no licence of intellectual

property rights in, or to, the Zegami Solution other than the right to use the Zegami Solution in accordance with the terms of this Licence.

  • 5.2 If the Customer provides Zegami with comments or feedback in respect of the Zegami Solution, he / she acknowledges that Zegami may use such comments or feedback without any obligation to the Customer.

6. CHILDREN

6.1 The Zegami Solution is not intended for and may not be used by people under the age of 18. If the Customer is under the age of 18, he / she must stop using the Zegami Solution immediately.

7. TERMINATION AND SUSPENSION

7.1 Zegami may terminate this Licence immediately by notifying the Customer by email if:

  • (a) he / she commits a breach of any terms of this Licence; or
  • (b) he / she has not accessed the Zegami Solution for 3 consecutive months.

7.2 Zegami may terminate this Licence for any other reason giving the Customer not less than 7 days’ notice by email.

7.3 Upon termination by Zegami for any reason:

  • (a) the Customer’s rights granted under this Licence shall cease; and
  • (b) the Customer must cease all activities authorised by this Licence.

7.4 Without prejudice to Zegami’s right to terminate this Licence, Zegami may suspend access to the Zegami Solution if Zegami suspects that there has been any misuse of the Zegami Solution or breach of this Licence. Zegami will notify the Customer as soon as possible after suspending the Zegami Solution.

7.5 The Customer may stop using the Zegami Solution at any time. If the Customer wants his / her account to be deleted he / she must contact Zegami in writing.

8. DISCONTINUATION OF THE ZEGAMI SOLUTION

8.1 The Zegami Solution is made available to the Customer free of charge. Zegami does not guarantee that the Zegami Solution will always be available or be uninterrupted.

8.2 Zegami may discontinue or restrict the availability of the Zegami Solution for business and operational reasons. Zegami will try to give the Customer notice of such discontinuation.

9. LIMITATIONS OF THE ZEGAMI SOLUTION

9.1 The Zegami Solution has not been developed to meet the Customer’s individual requirements and is provided for general information only. The Zegami Solution does not offer any advice on which the Customer should rely. Although Zegami makes reasonable efforts to update the information provided by the Zegami

Solution, Zegami make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

10. ZEGAMI’S RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY THE CUSTOMER

10.1 If the Customer is a resident in a country where “as is” disclaimers are allowed in respect of consumer customers then, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ZEGAMI SOLUTION IS PROVIDED ON AN “AS IS” BASIS AND ZEGAMI, MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE ZEGAMI SOLUTION AND ANY MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. If the Customer is a resident in a country that does not allow such a disclaimer then this clause 10.1 does not apply to the Customer.

10.2 Zegami does not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death and personal injury caused by Zegami’s negligence or the negligence of its employees, agents or subcontractors; or for fraud or fraudulent misrepresentation.

10.3 Zegami is only responsible to the Customer for foreseeable losses and damages caused by Zegami. If Zegami fails to comply with the terms of this Licence, Zegami is responsible for loss or damage that is a foreseeable result of Zegami breaking this Licence or failing to use reasonable care and skill, but Zegami is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence is entered into, both Zegami and the Customer knew it might happen.

10.4 If defective digital content that Zegami has supplied damages a device or digital content belonging to the Customer Zegami will either repair the damage or pay the Customer compensation.

10.5 If the Customer is resident in a country where additional exclusions or limitations of liability are allowed or if the Customer uses the Zegami Solution for Commercial Use, ZEGAMI SHALL NOT BE LIABLE FOR:

  • (a) ANY LOSS OF USE;
  • (b) ANY LOSS OF OR CORRUPTION OF DATA OR INFORMATION;
  • (c) ANY LOSS OF ANTICIPATED SAVINGS;
  • (d) ANY PURE ECONOMIC LOSS;
  • (e) ANY LOSS OF PROFITS OR REVENUE; or
  • (f) ANY EXEMPLARY OR PUNITIVE DAMAGES, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES,

HOWEVER ARISING UNDER THIS LICENCE AND REGARDLESS OF WHETHER OR NOT THE CUSTOMER HAS WARNED ZEGAMI OF THE POSSIBILITY OF SUCH LOSS, COSTS, DAMAGES, CHARGES OR

EXPENSES. If the Customer is resident in a country that does not allow such exclusions and limitations of liability then this clause 10.5 does not apply to the Customer.

10.6 If the Customer is a resident in a country where a financial cap on liability is allowed or if the Customer uses the Zegami Solution for Commercial Use then, subject to clauses 10.1 to 10.5, ZEGAMI’S TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS LICENCE SHALL BE LIMITED TO $20 USD. If the Customer is resident in a country that does not allow a financial cap on liability then this clause 10.6 does not apply to the Customer.

10.7 The Customer will reimburse Zegami on demand in respect of any costs, damages and expenses that might arise as a result of, or in connection with, any alleged or actual infringement of any third party’s intellectual property rights, breach of any applicable data protection laws or infringement or breach of any other rights arising out of, or in connection with, the Customer’s use of the Zegami Solution or Zegami’s use of data or information submitted by the Customer.

11.1 This Licence is governed by English law and the Customer may bring legal proceedings in respect of the Zegami Solution in the English courts. If the Customer does not live in England, these Terms do not prevent the Customer from bringing legal proceedings in the courts of the country where the Customer is habitually resident.

12. CHANGES TO THESE TERMS AND ZEGAMI SOLUTION

12.1 Zegami may update these Terms and/or the Zegami Solution from time to time:

  • (a) to reflect any changes in relevant laws and regulatory requirements; or
  • (b) to make improvements or enhancements to the Zegami Solution.

12.2 If Zegami does so, Zegami will give the Customer not less than 7 days’ notice. Continued use of the Zegami Solution after expiry of such notice period will signify that the Customer agrees to such changes.

13. OTHER IMPORTANT TERMS

13.1 Zegami may transfer its rights and obligations under this Licence to another organisation. Zegami will always tell the Customer in writing if this happens and Zegami will ensure that the transfer will not affect the Customer’s rights under this Licence. The Customer may only transfer his / her rights or his / her obligations under this Licence to another person if Zegami agrees in writing.

13.2 This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

13.3 If Zegami does not insist immediately that the Customer does anything he / she is required to do under these Terms, or if Zegami delays in taking steps against the Customer in respect of his / her breaking this Licence, that will not mean that the Customer does not have to do those things and it will not prevent Zegami taking steps against the Customer at a later date.

13.4 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the intention of Zegami and the Customer.