End User Licence Agreement

1. Parties and Scope

This EULA applies between Heed Software Limited and the organisation or person using the software under a valid subscription, order or other right of use granted by Heed.

2. Licence Grant

Subject to compliance with this EULA, Heed grants the licensee a non-exclusive, non-transferable licence during the applicable term to:

• download and install the software;
• use the software for the licensee’s internal business purposes;
• use the documentation provided by Heed in connection with the software; and
• allow its officers, employees and authorised contractors to use the software on its behalf, provided they comply with this EULA.

3. Restrictions

The licensee must not, except where the law expressly permits it:

• copy, distribute, sell, resell, lease, sublicense or make the software available to third parties other than as permitted under this EULA;
• modify, adapt, translate, alter or create derivative works of the software;
• reverse engineer, decompile or disassemble the software;
• circumvent technical protection measures or security controls;
• use the software in breach of law or for unlawful, harmful or fraudulent purposes; or
• use the software other than in accordance with Heed’s documentation.

4. Support and Upgrades

Support is provided in accordance with the support package purchased by the relevant customer. Heed may release patches, updates and upgrades from time to time. The licensee acknowledges that failing to apply upgrades may affect functionality, security and support eligibility.

5. Intellectual Property

All intellectual property rights in the software and documentation remain the property of Heed or its licensors. The licensee receives only the limited right to use the software expressly granted in this EULA.

6. Acknowledgements

The licensee acknowledges that software is not guaranteed to be free from bugs, errors, security issues or interruptions, and that the software has not been developed to meet the licensee’s specific requirements unless expressly agreed in writing.

7. Liability

Nothing in this EULA excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence or for fraud.

Subject to that, Heed is not liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings or loss of data arising from use of the software.

Where the software is used under a paid Heed subscription or order, liability is subject to the liability cap set out in the applicable customer terms. Where the software is used without a paid service arrangement, Heed has no liability to the maximum extent permitted by law.

8. Termination

This EULA ends automatically if the licensee breaches it, or if the underlying subscription, order or right to use the software ends. On termination, the licensee must stop using the software and delete or uninstall all copies in its possession or control unless applicable law requires retention.

9. General

• This EULA is governed by English law.
• The courts of England have exclusive jurisdiction.
• If any provision is unenforceable, the rest of the EULA remains effective.
• Heed may assign this EULA. The licensee may not do so without Heed’s written consent.