End User Licence Agreement - Commercial

 License Agreement for License Holder (End User Licence Agreement Commercial)



This licence allows you to:
-  Use our App and Portal to create and facilitate the creation of Digital Surveys on your or your client’s smartphone or compatible 360 camera;
-  access and download the App and Portal for commercial purposes; and
-  create Digital Surveys remotely or on site via the App and Portal.

For example: you should use this licence if you create a Digital Survey using the App (regardless of whether you make a charge for the Digital Survey or not) so long as the Digital Survey does not offer the App directly on to end users, save for where Clients require access to the App via a Sharing Code to facilitate the creation of a Digital Survey.

This licence is not for you if you wish to:
× charge others for use of the App;
× grant others access to the Portal;
× use the App or Portal for any purpose other than as specified in the terms;
× alter, modify, translate, merge, adapt or vary, the whole or any part of the App and/or Portal;
× use the App, Portal and/or Digital Surveys in a way that competes with our operations; and
× rent, lease, sub-license, loan, provide, or otherwise make available, the App and/or Portal in any form where to do so contravenes these terms.




Access means when we issue you with a User Name and Password for you to access SurveyorTech.

App the application through which “SurveyorTech” is accessed. The App is available for download from the iOS App Store, which enables you to upload content to the Portal and all associated materials and documentation provided via the App, together with any updates, subsequent versions, modifications or supplements to it.

Digital Survey any digital surveys that are created using SurveyorTech.

Client any and all persons who contract with you or instruct you to provide them with a Digital Survey.

Client EULA the public-facing end user licence agreement accessible via the hyperlink: which binds all Clients who use the App to create User Generated Content for the sole purposes of facilitating the creation of Digital Surveys.

Intellectual Property Rights patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

User Name the unique access code provided to you by us in accordance with these terms; such access code is to be used in conjunction with the Password to grant you access to both the Portal and the App.

Licence Restrictions as set out in clause 8.

Password the unique password provided to you and/or changed by you in accordance with these terms; such password is to be used in conjunction with the User Name to grant you access to both the Portal and the App.

Portal the “SurveyorTech” portal utilised by you, accessible via the hyperlink: https://portal.surveyortech.com/

Sharing Code the unique code which is provided to you by us to enable you to grant your Client access to the App for the purpose of creating User Generated Content and facilitating the creation of the Digital Survey.

Subscription Fee £50 plus VAT per month or as otherwise specified by us.

SurveyorTech means the software as a service which enables the creation of Digital Surveys, which is accessed and made available to you via the App and Portal and as otherwise set out on our Website from time to time.

User Generated Content the content created (in video, photographic or other format) when using the App.

we, us, our SurveyorTech Limited, a company registered in England and Wales with company registration number 08961602 and registered address 8 Cranmere Court, Matford Business Park, Exeter, EX2 8PW.

VAT value added tax.

Website https://www.surveyortech.com

-  If you wish to get in touch please Contact Us.
-  If we have to contact you we will do so by email, using the contact details you have provided in the form accessible via the hyperlink included at clause

-  In consideration of your use and benefit of SurveyorTech in accordance with these terms and paying the Subscription Fee, we hereby grant you for your
   own use:
       - a commercial licence to the App and Portal for the sole purpose of you creating Digital Surveys; and
       - a commercial licence to supply Sharing Codes to your Clients for the sole purpose of enabling your Client to create User Generated Content within
         the App and upload it to the Portal to facilitate your creation of Digital Surveys; the Clients’ access to the App is governed by the Client EULA.
-  This licence grants you the right to use SurveyorTech for commercial purposes (including any way in which the Digital Survey form part of a service or
   product from which revenue is generated). Your use of the SurveyorTech is subject to the restrictions and terms of this Licence, including but not
   limited to the Licence Restrictions.

-  We will grant you Access to SurveyorTech and in return, you agree to us invoicing you for the Subscription Fee.
-  We will provide you with a User Name and a Password to enable you to access both the App and the Portal. You must keep the User Name and
   Password confidential and you are not permitted to share it with any third party, including colleagues, Clients and employees.
-  You must keep a secure password for your use of the App and Portal and you may change the Password that we provide to you by following the
   instructions in SurveyorTech. You must keep your Password confidential at all times.

-  We shall invoice you the Subscription Fee for your use of SurveyorTech on a monthly-basis and continue to do so unless you provide notice to us (in
   accordance with clause 16) to withdraw from use of SurveyorTech.
-  The Subscription Fee and any other payments are exclusive of VAT. You shall, in addition, pay to us the amount of applicable VAT which we are obliged
   to pay and/or collect from you in respect of the supplying you with SurveyorTech.
-  In the event that you provide notice to withdraw from use of SurveyorTech, we reserve the right to invoice you for the period since your last invoice.

-  You agree to us collecting and using technical information about the devices you use to access SurveyorTech from and related software, hardware and
   peripherals to improve our service, including but not limited to the App and/or Portal.
-  Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data, for
   what purposes, your rights in relation to your personal data and how to exercise them. This information is provided in our privacy policy and it is
   important that you read that information.

-  If you want to learn more about SurveyorTech or have any problems using either the App or the Portal, please take a look at our support resources on
   our Website or the FAQ section in the Portal, accessible via the hyperlink:
-  SurveyorTech has not been developed to meet individual requirements. Please check that the facilities and functions of the App and/or Portal meet
   your requirements.
-  The App and/or Portal may require specific programmes in order for you to access all or part of the same and create Digital Surveys.
-  In order to access the App you must have a device which is compatible with the iOS App Store and comply with the App Store terms and conditions;
   this also applies to your Client.
-  In order to access the Portal you must have a device which can access and operate a website browser via the internet.
-  From time to time we may update and change the App and/or Portal to improve performance, enhance functionality, reflect changes or address
   security issues.
-  If you download or stream the App and/or Portal onto any device 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 your own the device.
-  The ways in which you can use the App may also be controlled by the relevant Appstore’s rules and policies and the relevant Appstore’s rules and
   policies will apply instead of these terms where there are differences between the two.
-  This App requires, at least, an iPhone 7 with iOS 13, together with the required amount of memory to store, operate and use the App.

-  In return for you agreeing to comply with these terms and the Licence Restrictions you may:
        - download or access the App on multiple devices using your User Name and Password for your own use to create Digital Surveys;
        - request and provide Sharing Codes to your Clients to facilitate the creation of Digital Surveys;
        - ask that your Clients use the App to create User Generated Content and upload it to the Portal in accordance with the Client EULA;
        - use the App to create and submit User Generated Content for upload to the Portal to create a Digital Survey; and
        - access and use the Portal on multiple devices using your User Name and Password for your own use to create Digital Surveys.
-  When providing a Sharing Code to a Client you must alert them to the Client EULA, require them to read the same and comply with it in full.

-  You agree that you will comply with these terms and all applicable technology control or export laws and regulations that apply to the technology used
   or supported by the Service.
-  You agree that you will not (except where explicitly permitted by the terms of this licence):
        - use SurveyorTech within a software application, website or software which competes with our operations;
        - use SurveyorTech to process or disclose personal data (“personal data” has the meaning given to it in the Data Protection Act 2018);
        - exceed the indicated storage capability of the App (as notified to you from time to time);
        - disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App and/or Portal;
        - except where to do so is permitted by these terms, provide access to or copies of the App, Portal or User Generated Content in whole or in part to
          third parties, either directly or by sharing or otherwise disclosing the Sharing Code or your User Name and Password;
        - rent, lease, sub-license, loan, provide, or otherwise make available, SurveyorTech in any form, in whole or in part to any person and in no
          circumstance in competition with our operations;
        - use screen-recording technology to record and/or capture your use of the App or Portal; and
        - screenshot any part of the App, Portal or User Generated Content.
-  SurveyorTech must be used in an acceptable manner, as such you must not use the App and/or Portal:
        - in any unlawful manner, for any unlawful purpose, including terrorism or extremism 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 App and/or Portal;
        - to breach in any way any applicable local, national or international law or regulation;
        - for the purpose of harming or attempting to harm minors in any way;
        - to record or photograph anyone under the age of 18;
        - to create and/or share sexually explicit material or indecent images; and
        - to bully, insult, intimidate or humiliate any person.
-  The User Generated Content must not:
        - be defamatory of any person;
        - be obscene, offensive, hateful or inflammatory;
        - promote sexually explicit material;
        - include child sexual abuse material;
        - promote violence, including but not limited to acts of terrorism or extremism;
        - promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
        - promote any illegal content or activity; or
        - impersonate any person or misrepresent your identity or affiliation with any person;
-  You must not:
        - infringe our Intellectual Property Rights or those of any third party in relation to your use of SurveyorTech and creation of User Generated Content,
          including by the submission of any material (to the extent that such use is not licensed by these terms);
        - permit any third party, including Clients, to infringe the Intellectual Property Rights or those of any third party in relation to their use of the App,
          including by the submission of any material;
        - transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of SurveyorTech and creation of User
          Generated Content;
        - use SurveyorTech in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
        - collect or harvest any information or data from the App, Portal or our systems or attempt to decipher any transmissions to or from the servers.
-  We reserve the right to:
        - terminate your use of the App; and/or
        - block your access to the App; and/or
        - charge an additional fee

at our discretion, if you breach this clause 8.

-  We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.
-  If you do not accept the notified changes you will not be permitted to continue to use the App and/or the Portal.

-  All Intellectual Property Rights in SurveyorTech throughout the world belong to us (or our licensors) and the rights in the App and Portal are licensed
   (not sold) to you. This includes any modifications, updates, later versions or adaptations to the App and/or Portal. You have no Intellectual Property
   Rights in, or to, SurveyorTech other than the right to use the App and Portal in accordance with these terms.
-  You hereby assign (by way of present and future assignment) with full title guarantee to us all Intellectual Property Rights in the User Generated
   Content created by you which are capable of being assigned.
-  You agree to grant us a royalty-free, worldwide, perpetual licence to us in respect of all Intellectual Property Rights in the User Generated Content
   created by you.
-  You agree to notify us of any restrictions on usage and any other contractual restrictions arising in respect of any third party Intellectual Property
-  You agree at our request and expense, to take all such actions to execute, or arrange for the doing and executing of, all such documents as are
   necessary (in our reasonable opinion) to enable us to obtain, defend or enforce its rights in the User Generated Content, the Portal and the App.
-  In respect of photographs and videos, obtain all necessary consents and permissions from the relevant persons (including, where appropriate the
   consent from the person with parental responsibility for the child being photographed/ videoed and/or identifiable in the photograph/video).
-  You agree to indemnify us in full against all losses (whether direct or indirect) in connection with any claim made against us for actual or alleged
   infringement of a third party’s Intellectual Property Rights in connection with the User Generated Content, Portal or use of the App. This indemnity
   extends to any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by us.

-  If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our
   failing to use reasonable care and skill, but we are 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 you accepted these terms, both we and you knew it might happen.
-  We are liable for damage to your property 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.
-  Nothing in these terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or
   fraudulent misrepresentation. Regardless of how you use SurveyorTech, we have no liability to you:
        - whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this end user licence
          agreement for any indirect or consequential loss or damage;
        - for any loss or damage suffered, including loss of User Generated Content, where our performance is delayed due to technical issues with your
          equipment; or
        - for any business or commercial losses you or another party may suffer from use of or access to the App and/or Portal including use as permitted
          or as restricted by the terms of this licence.
-  The App and/or Portal 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).
-  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.

-  We may end your licence 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 but we reserve the right to terminate your use/block your access to the App and/or Portal.
-  We may also end your Client’s licence in accordance with the Client EULA if your Client has broken the same in a serious way. If what the Client has.  
   done can be put right we will give the Client a reasonable opportunity to do so but we reserve the right to terminate your Client’s use/block their access
   to the App.
-  If we end your rights to use the App and/or Portal, you must:
        - stop all activities authorised by these terms, including any use of the App and/or Portal;
        - immediately delete or remove the App from all devices in your possession and confirm to us that you have done this.

-  We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will
   ensure that the transfer will not affect your rights under the contract.
-  You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

-  This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
-  If a court finds part of this contract illegal, the rest will continue in force.
-  Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses
   will remain in full force and effect.

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

-  A notice given to a party under or in connection with these terms shall be in writing and sent to the party at the address given in these terms or as
   otherwise notified in writing to the other party.
-  The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time:

Delivery method                                                                                                      Deemed delivery date and time

-  Delivery by hand or courier to registered office or director of a party.        -  On signature of a delivery receipt or at the time the notice is left at the

-  Pre-paid first class post or other next working day delivery service           -  Midday on the second Business Day after posting or at the time recorded
   providing proof of postage to the registered office.                                          by the delivery service – whichever is earlier.

-  Email to the address given when the licence was first applied for,             -  At the time of transmission if on a Business Day, otherwise
   unless updated in the meantime.                                                                         at 10:00 on the next Business Day after transmission.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.