Software License Agreement

1. Definitions

• "Software" means the software application(s) provided by the Licensor, including all updates, upgrades, patches, modifications, enhancements, and documentation provided by the Licensor.
• "Licensee" means the individual or entity that has been granted a licence to use the Software under this Agreement.
• "Licensor" means Digital Reach Online Ltd (Company No. 07025552), registered in England and Wales.
• "Authorised Users" means the individuals who are permitted to use the Software on behalf of the Licensee, as specified in any accompanying order, agreement, or scope of delivery.
• "Confidential Information" means all non-public information disclosed by one party to the other, including but not limited to source code, algorithms, business processes, and technical specifications.

2. Grant of Licence

Subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, revocable licence to:

• Install and use the Software solely for the Licensee's internal business purposes.
• Permit Authorised Users to access and use the Software in accordance with this Agreement.
• Make a reasonable number of backup copies of the Software for archival purposes only.

This licence is effective from the date the Software is first delivered, installed, or accessed by the Licensee, and remains in effect until terminated in accordance with Section 10 of this Agreement.

3. Restrictions

Unless expressly authorised in writing by the Licensor, the Licensee shall not:

• Copy, reproduce, or duplicate the Software except as expressly permitted in this Agreement.
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
• Distribute, sublicense, lease, rent, loan, sell, or otherwise transfer the Software or any rights therein to any third party.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software or documentation.
• Use the Software to provide services to third parties (such as a service bureau, outsourcing, or time-sharing arrangement) without the prior written consent of the Licensor.
• Use the Software in any manner that could damage, disable, overburden, or impair the Licensor's servers, networks, or other infrastructure.
• Use the Software for any unlawful purpose or in violation of any applicable local, national, or international law or regulation.

4. Intellectual Property Rights

The Software is licensed, not sold. The Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not convey to the Licensee any rights of ownership in or related to the Software, and nothing in this Agreement shall be construed as a transfer or assignment of any intellectual property rights.

All copies of the Software made by the Licensee, whether authorised or not, remain the property of the Licensor. The Licensee acknowledges that the Software and its structure, organisation, and source code constitute valuable trade secrets of the Licensor.

5. Confidentiality

The Licensee agrees to hold in confidence and not disclose any Confidential Information to third parties without the prior written consent of the Licensor. The Licensee shall use the same degree of care to protect the Licensor's Confidential Information as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

This obligation shall not apply to information that: (a) is or becomes publicly available through no fault of the Licensee; (b) was rightfully in the Licensee's possession prior to disclosure by the Licensor; (c) is independently developed by the Licensee without reference to the Confidential Information; or (d) is required to be disclosed by law or regulation, provided that the Licensee gives the Licensor prompt written notice of such requirement.

6. Updates and Support

The Licensor may, at its sole discretion, provide updates, upgrades, bug fixes, or patches to the Software. Any such updates shall be subject to the terms and conditions of this Agreement unless accompanied by a separate licence agreement.

Support and maintenance services, if applicable, are subject to separate agreement between the Licensor and the Licensee. Nothing in this Agreement obligates the Licensor to provide any support, maintenance, updates, or new versions of the Software.

7. Warranty Disclaimer

8. Limitation of Liability

9. Data Protection

To the extent that the Software processes personal data, both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Our Privacy Policy, available at digitalreach.online/privacy, describes how we collect, use, and protect personal data in connection with our services and software.

10. Termination

This Agreement is effective until terminated. It will terminate automatically without notice from the Licensor if the Licensee fails to comply with any provision of this Agreement. The Licensor may also terminate this Agreement at any time by providing written notice to the Licensee.

Upon termination, the Licensee shall:

• Immediately cease all use of the Software.
• Destroy or return all copies of the Software and documentation in the Licensee's possession or control.
• Certify in writing to the Licensor that all copies have been destroyed or returned, if requested.

Sections 4 (Intellectual Property Rights), 5 (Confidentiality), 7 (Warranty Disclaimer), 8 (Limitation of Liability), and 12 (Governing Law) shall survive termination of this Agreement.

11. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral.
• Severability: If any provision of this Agreement is held to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
• Assignment: The Licensee may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Licensor. The Licensor may assign this Agreement freely without restriction.
• Notices: All notices under this Agreement shall be in writing and sent to the contact details provided by the respective party. Notices to the Licensor should be sent to info@digitalreach.online.
• Force Majeure: Neither party shall be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemics, government actions, power failures, internet or telecommunications failures, or cyberattacks.

12. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

13. Contact Information

For questions regarding this licence agreement, please contact: