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END USER LICENSE AGREEMENT

Lackford Consulting (the “Company”, “Us”, or “We”), provides Customer Onboarding services on behalf of our affiliate partners (“affiliates”). We collect personal details, documentation and information from 3rd party databases to help our affiliate partners progress applications. These onboarding services  (the “Service”) are accessible by the user (“You” or “Your”) through the software application (the “App”), and the Company’s website(s) supporting the App, subject to Your compliance with the following End User Agreement (the “Agreement”), as well as any other written agreement(s) between Us and You.

PLEASE READ THIS SOFTWARE LICENCE AGREEMENT CAREFULLY. PERMISSION TO USE THIS SOFTWARE IS CONDITIONAL ON YOU AGREEING TO THE TERMS OF THIS LICENCE. IF YOU USE THIS SOFTWARE YOU ARE AGREEING TO THE TERMS OF THIS LICENCE.

TO ACCEPT THESE TERMS CLICK “I ACCEPT THE TERMS IN THE LICENCE AGREEMENT”. ACCEPTANCE SHALL BIND YOU AND (IF APPLICABLE) YOUR EMPLOYEES TO THE TERMS OF THIS LICENCE.

BY CLICKING “ I ACCEPT” YOU AGREE THAT YOU HAVE READ ALL OF THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT WISH TO BE BOUND BY THE THIS AGREEMENT, PLEASE EXIT THE APP. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS APP, PRODUCTS, OR SERVICE, OR THESE TERMS AND CONDITIONS IS TO CEASE USING THE APP AND/OR THOSE PARTICULAR PRODUCTS, OR SERVICE.

We reserve the right to change the terms and conditions of this Agreement from time to time with or without notice to You. You acknowledge and agree that it is Your responsibility to periodically review this. Your continued use of the App and Service after such modifications will constitute acknowledgement and acceptance of the modified terms and conditions of this Agreement.

PROVISIONS OF THE LICENCE:

  1.      LICENCE

1.1    Lackford Consulting  grants to you a non-exclusive and non-transferable licence to:

(a) install and use the Software and Documentation for your own personal or internal business purposes subject to the terms of this Licence;

(c) use the Software and Documentation strictly in accordance with the provisions of this Licence and any documentation provided by Lackford Consulting for that purpose.

Lackford Consulting reserves all rights not expressly granted to you in this Licence.

1.2    The Software licensed to you may either be used by a single person personally on one or more computers. Only you can use this copy of the software. In order for someone else to use a copy of this software they must obtain their own individual and separate license.

1.3    You undertake:

(a) to supervise and control the use of the Software in accordance with the terms of this Licence;

(b) to ensure that (if applicable) your employees, sub-contractors and other agents who have authorised access to the Software are made aware of the terms of, and comply with, this Licence;

(c) to not provide or otherwise make available the Software in any form to any person other than as permitted in this Licence; and

(d) to ensure that any permitted copy of the Software and Documentation bears notice of Lackford Consulting’s ownership of copyright.

(e)    to provide, at Your own expense, all equipment necessary to use the services.  Your own Internet access (including payment of service fees associated with such access) and any other software or hardware necessary to operate and execute the App.

(f)    to be compliant with local laws in Your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this App is void where prohibited by law or regulation.

  1.      MODIFICATIONS

4.1    You must not modify or alter the Software or merge all or any part of the Software with any other software without Lackford Consultings’  written permission. If the Software is modified or altered:

(a) the costs associated with the modifications or alterations will be borne solely by you; and

(b) you will fully indemnify Lackford Consulting against all liability, cost and expenses (including legal costs) which may be incurred by Lackford Consulting if such modifications or alterations infringe any intellectual property rights of a third person or otherwise cause Lackford Consulting  to suffer loss, damages or expense.

4.2    The Software as modified or altered remains the property of Lackford Consulting in all respects, whether modified by you, Lackford Consulting or a third party and whether or not authorised pursuant to this Licence. You must assign to Lackford Consulting all intellectual property rights arising out of any modifications to the Software.

4.3    This Licence applies to the Software as modified or altered.

4.4    Other than as required by law. you may not reverse engineer, reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse engineer, reverse assemble or reverse compile the whole or any party of the Software.

  1.      PRIVACY AND SECURITY

5.1    You are responsible for the use, supervision, management and control of the Software and Documentation.

5.2    You must use reasonable endeavours to ensure that the Software is protected at all times from misuse, damage, destruction or any form of unauthorised use.

5.3    Accuracy of Personal Information. By registering, You agree that all information provided by You as Personal Information is true and accurate and that You will maintain and update this information as required in order to keep it current, complete, and accurate.

5.4   Passwords and Security. You agree that You are responsible for maintaining the security and confidentiality of Your password, and that You are fully responsible for all activities that are carried on under Your account. Therefore, You must take reasonable steps to ensure that others do not gain access to Your password and account. Our employees will never ask You for Your password.

5.5     Use of Personal Information. You hereby grant the Company license to use any personal information by You, including without limitation any Personal Information about You, in connection with the App and Service, and, at Company’s sole discretion, provide this information to third parties. The information we obtain through Your use of this App and Service, including Your Personal Information, is subject to the Privacy Mandate we have with the Business Affiliate that invited you to use the Shuttle Service. As default this Privacy Mandate is the same as our Privacy Policy at www.shuttleon.com/applicationprivacypolicy, which may be published and modified from time to time by the Company. By accepting this EULA and using our software products you confirm that you have also read and accepted the Privacy Policy, which forms part of this License Agreement.

  1.      UPDATES AND NEW RELEASES

6.1    Lackford Consulting may in its sole discretion notify you from time to time of any update or new release of the Software which provides functions equal to or better than the Software.

6.2    Where an update or new release is provided by Lackford Consulting:

(a) you must immediately install the update or new release and Lackford Consulting is not liable for, and will (notwithstanding any other provision of this Licence) not accept any liability for any previous version or release; and

(b) you may be required to enter into a new licence for the new update or release and this Licence (and any previous licence for the Software) will be terminated immediately upon your acceptance of those terms.  In the event that no new licence is supplied, this Licence will continue to apply in all respects to the update or new release which shall be deemed to be the Software for the purpose of this Licence.

  1.      WARRANTIES

7.1    Lackford Consulting warrants that:

(a) it has authority to grant the rights granted in this Licence; and

(b) the Software will operate in conformity with the Documentation in all material respects.

7.2    LACKFORD CONSULTING GROUP LTD WILL NOT BE LIABLE UNDER THIS CLAUSE TO THE EXTENT THAT A DEFECT IS CAUSED BY YOUR USE OF THE SOFTWARE OTHER THAN IN ACCORDANCE WITH THIS LICENCE, INCLUDING THE FAILURE BY YOU OR A THIRD PARTY TO MAINTAIN THE OPERATING ENVIRONMENT DESIGNATED IN THE DOCUMENTATION OR TO OTHERWISE USE THE SOFTWARE IN ACCORDANCE WITH ANY SPECIFICATIONS ISSUED BY LACKFORD CONSULTING.

7.3    YOU ACKNOWLEDGE THAT THE SOFTWARE IS DISTRIBUTED AS IS AND LACKFORD CONSULTING IN NO WAY GUARANTEES THAT IT WILL OPERATE UNINTERRUPTED OR BE ERROR FREE.  YOU ACKNOWLEDGE THAT THE EXISTENCE OF ANY ERRORS DOES NOT CONSTITUTE A BREACH OF THIS LICENCE.

7.4    YOU FURTHER ACKNOWLEDGE THAT GOOD DATA PROCESSING PROCEDURES DICTATE THAT ANY SOFTWARE BE THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. YOU ASSUME THE ENTIRE RISK OF USING THE SOFTWARE AND DOCUMENTATION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

7.5    YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED YOUR INDEPENDENT JUDGEMENT IN LICENSING THE SOFTWARE AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY LACKFORD CONSULTING WHICH HAS NOT BEEN STATED EXPRESSLY IN THIS LICENCE OR UPON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED IN ANY DOCUMENT INCLUDING PUBLICITY MATERIAL PRODUCED BY LACKFORD CONSULTING.

7.6    OTHER THAN IMPLIED BY LAW (INCLUDING BUT NOT LIMITED TO UK CONSUMER LAW), THE WARRANTIES IN THIS CLAUSE REPRESENT ALL OF THE WARRANTIES GIVEN BY LACKFORD CONSULTING AND NO TERM OR WARRANTY WILL BE IMPLIED.

7.7    THROUGH YOUR USE OF THE APP, YOU MAY HAVE THE OPPORTUNITIES TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OUR AFFILIATES AND OTHER VENDORS. YOU ACKNOWLEDGE THAT ALL TRANSACTIONS RELATING TO ANY PRODUCTS OR OFFERINGS PROVIDED BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OF SUCH MERCHANDISE AND YOU. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS APP, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THE APP FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY THE COMPANY OR ITS AFFILIATES.

  1.      CONFIDENTIALITY

8.1    A party may not, without the prior written approval of the other party, disclose the other party’s Confidential Information (as defined below). A party will not be in breach of this Licence in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

8.2    Each party must take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Licence, do not disclose the other party’s Confidential Information.

8.3    A party may disclose the other party’s Confidential Information:

(a) to its related companies, solicitors, auditors, insurers and accountants who require information for the purpose of this Licence; or

(b) if required to disclose the information by law  or the rules of any Stock Exchange.

8.4    This clause will survive the termination of this Licence.

8.5    Software uses Google Analytics to collect information to improve the products and features users use most often and to help solve problems. Google Analytics collects software usage data only. This information is collected ONLY during software execution and does not include any personally identifiable details.

  1.      INTELLECTUAL PROPERTY RIGHTS

9.1 You acknowledge that the Software and Documentation are the subject of intellectual property rights including copyright (the “Rights”). You shall not during or any time after the termination of this Licence permit any act (including without limitation copying the Software except as permitted in this Licence) which infringes those Rights. For the avoidance of doubt this Licence does not give you any right to use any trademarks of Lackford Consulting associated with the Software or Documentation. You will fully indemnify Lackford Consulting against all liability, cost and expenses (including legal costs) which may be incurred by Lackford Consulting as a result of your breach of the provisions of this clause 10.

9.2   You acknowledge that in respect of any  ‘personal data’ as such term is defined in Article 4 of the EU General Data Protection Regulation 2016/679 (“PII”) we receive from you we may create databases derived from such data that may be shared with third parties under the terms of our Privacy Policy and you hereby waive any and all rights it may have to assert any form of database right in respect of such databases, except such rights as applicable under the EU General Data Protection Regulation 2016/679. We undertake that where any such databases are created and shared with third parties on a commercial basis such sharing will be on a strictly anonymised basis unless we have separately obtained your consent on an “opt in” basis.

  1.    LIABILITY

10.1 SUBJECT TO CLAUSE 10.2, LACKFORD CONSULTING’S TOTAL LIABILITY TO YOU IN RESPECT OF ALL CLAIMS ARISING OUT OF OR IN ANY WAY RELATING TO THIS LICENCE OR THE SOFTWARE INCLUDING CLAIMS UNDER ANY INDEMNITY OR FOR NEGLIGENCE SHALL BE STRICTLY LIMITED TO THE FEE PAID UNDER THIS LICENCE.

10.2 ANY DAMAGES RESULTING FROM A BREACH OF THIS LICENCE BY EITHER PARTY IS LIMITED TO ACTUAL DAMAGES INCURRED BY THE PARTY CLAIMING DAMAGES.  NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOST PROFITS OR FOR PUNITIVE OR EXEMPLARY DAMAGES EVEN IF LACKFORD CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 IF ANY CONDITION OR WARRANTY IS IMPLIED INTO THIS AGREEMENT BY LAW AND CANNOT BE EXCLUDED, THE LIABILITY OF LACKFORD CONSULTING FOR BREACH OF THE CONDITION OR WARRANTY IS LIMITED TO ONE OR MORE OF THE FOLLOWING AT LACKFORD CONSULTING’S OPTION:

(I)   IN THE CASE OF GOODS;

(1) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;

(2) THE REPAIR OF THE GOODS;

(3) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR

(4) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR

(II)   IN THE CASE OF SERVICES;

(1) THE SUPPLYING OF THE SERVICES AGAIN; OR

(2) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPANY AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, LIABILITIES, JUDGMENTS, LOSSES, DAMAGES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) ASSESSED OR INCURRED BY COMPANY, DIRECTLY OR INDIRECTLY, WITH RESPECT TO OR ARISING OUT OF: (I) YOUR FAILURE TO COMPLY WITH THIS AGREEMENT ; (II) YOUR BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; (III) YOUR USE OF THE RIGHTS GRANTED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY CLAIMS MADE BY ANY THIRD PARTIES; AND/OR (IV) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, OTHER INTELLECTUAL PROPERTY, OR PRIVACY RIGHT.

  1.    TERMINATION

11.1 A party may terminate this Licence immediately by written notice if:

(a) the other party is in material breach of any term of this Licence and such breach is not remedied within thirty (30) days of notification; or

(b) the other party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.

11.2 Upon termination of this Licence you must immediately cease using the Software and destroy all copies of the Software and the Documentation.

  1.    GENERAL

12.1 You may not assign this Licence without the written consent of the other party (such consent not to be unreasonably withheld or delayed).

12.2 Any express statement of a right of Lackford Consulting under this Licence is without prejudice to any other rights of Lackford Consulting expressly stated in this Licence or existing at law.

12.3 The obligations of the parties under this Licence are suspended during the continuance of any Force Majeure Event to the extent that those obligations are affected by the Force Majeure Event.

12.4 This Licence is governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

12.5 All notices must be in writing and addressed in the case of notices to Lackford Consulting to its registered office.

12.6 Each party must take all steps as may be reasonably required by the other party to give effect to the terms of this Licence and transactions contemplated by this Licence.

12.7 This Licence contains the entire agreement between the parties with respect to its subject matter.

12.8 Each party acknowledges that in entering into this Licence it has not relied on any representation or warranties about its subject matter except as provided in this Licence.

12.9 No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under this Licence will operate as a waiver or in any way prejudice any right under this Licence.

12.10  If any provision of this Licence is held to be invalid, illegal or unenforceable, this Licence will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.

12.11  Any variation of this Licence must be in writing signed by each party.

  1.    DEFINITIONS AND INTERPRETATION

13.1 Definitions

In this Licence, unless the context otherwise requires:

Confidential Information means the confidential information of a party which relates to the subject matter of this agreement and includes information relating to:

(a) the design, specification and content of the Software;

(b) the personnel, polices or business strategies of Lackford Consulting; and

(c) the terms upon which the Software is being supplied and installed pursuant to this Licence.

Force Majeure Event means any event not within the control of a party whose obligations are affected;

13.2 In this Licence, unless the context otherwise requires:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and conversely;

(c) the gender includes all genders;

(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(e) a reference to a person includes any body corporate, unincorporated body or other entity and conversely;

(f) a reference to a clause is to a clause of this Licence;

(g) a reference to any party to this Licence or any other agreement or document includes the party’s successors and permitted assigns;

(h) a reference to any agreement or document is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Licence or that other agreement or document;

(i)   a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;

(j)   a reference to conduct includes, without limitation, any omissions, statement or undertaking, whether or not in writing;

(l)   where two or more persons have rights or obligations they are bound jointly and severally.

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