The Terms & Conditions for using Quikkly, End User Licence Agreement (EULA)
QUIKKLY END-USER LICENCE AGREEMENT V2.3
LAST REVISED: JanUARY 2017
This agreement is dated the date that the App is downloaded by you.
PLEASE READ CAREFULLY BEFORE DOWNLOADING OR STREAMING THE APP.
This end-user licence agreement (“EULA”) is a legal agreement between you (“you”) and Quikkly Limited of St Stephens House, Arthur Road, Windsor, Berkshire SL4 1RU, UK (“us” or “we”) for the Quikkly mobile application software, the data supplied with the software, the associated media, and any associated updates (the “App”).
We licence use of the App to you on the basis of this EULA and subject to any rules or policies applied by any appstore provider or operator from whose site (“Appstore”), you downloaded the App (“Appstore Rules”). We do not sell the App to you. We remain the owners of the App at all times, and all copyright, trademarks, patents, rights in designs and all other intellectual property rights in the App and belong to us or our licensors.
Operating system requirements: This App requires an iPhone 5 or later with iOS 8 (or later) or an Android phone running version 4.2 or later, over 75MB of available memory, an internet connection and an integral camera.
The terms of this EULA apply to the App and any of the services (the “Services”) accessible through the App or our websites, www.quikklycodes.com, *.quikkly.io and www.quikklytags.info (together the “Website”), including any updates or supplements to the App or any Service, unless any comes with separate terms, in which case those terms also apply. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this EULA. In particular, the App makes use of OpenCV software, the licence terms of which can be viewed here.
You may use our App and the Service only if you can form a binding contract with Quikkly, and only in compliance with this EULA and all applicable laws.
We may change these terms at any time and may notify you of a change when you next start the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services.
From time to time updates to the App may be issued. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.
You will be assumed to have obtained permission from the owners of any mobile telephone or handheld devices that are controlled, but not owned, by you and described in condition (the “Devices”) to download or stream a copy of the App onto the Devices. You and they may be charged by your and their service providers for internet access and/or data use on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you.
Additionally, by using the App or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Service may be read or intercepted by others, even if that a particular transmission is encrypted. By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and any internet-based or wireless peripherals for Services to improve our products and to provide any Services to you.
Certain Services will make use of location data sent from the Devices. You can turn off this functionality at any time by turning off the location services settings for the App on the Device. If you use these Services, you consent to us and our affiliates' and licensees' transmission, collection, maintenance, processing and use of your location data and queries to provide and improve location-based products and services. You may withdraw this consent at any time by turning off the location services settings on your Device.
The App or any Service (including Quikkly Tags) may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them. To the extent that our Services incorporate or utilize Third-Party Sites or third party software we are not responsible or liable for any failure or loss of function of such Third-Party Sites or third party software. In this EULA, “Quikkly Tags” or "Quikkly Codes" means visual and electronic codes created by third-party licensees of Quikkly that, when scanned by a Device, enable the Device to perform an action, where such action is specified by that third party licensee of Quikkly.
Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
If you use our Services on behalf of an organization, you are agreeing to these Terms on behalf of that organization.
GRANT AND SCOPE OF LICENSE
- a worldwide, non-transferable, non-assignable, non-exclusive, non-sublicensable, revocable licence to download and use the App on the Device;
- a worldwide, non-transferable, non-assignable, non-exclusive, non-sublicensable, revocable licence to use the Services via the App and our Website, including (but not limited to) the scanning and reading of Quikkly Codes;
- a personal, worldwide, non-transferable, non-assignable, non-exclusive, non-sublicensable, revocable licence to create, reproduce, display (and have reproduced and displayed) Quikkly Codes as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by this EULA.
- subject to the conditions below, a worldwide, non-transferable, non-assignable, non-exclusive, non-sublicensable, revocable licence to use our monitoring and insight services (the “Insight Services”) on our Website in respect of the Quikkly Tags that you create, including (but not limited to) the creation, reproduction and display of reports that summarise the usage of Quikkly Codes.
- download or stream a copy of the App onto one (1) mobile telephone or handheld device and to view, use and display the App on the Devices for your personal purposes only; and
- use the Services via the App and our Website, including the creation, reproduction, distribution and display of Quikkly Codes, for the purposes of enabling end-users of the App to scan a Quikkly Code which will enable their device to perform a specific action or link to a specific webpage.
We reserve all other rights not explicitly granted to you under the conditions above.
Each Quikkly Code is the sole responsibility of the person that created such Quikkly Code. We may not monitor or control the Quikkly Code created through the Services and we cannot take responsibility for the use of such Quikkly Code. Any use or reliance on any Quikkly Code or posted via the Services or obtained by you through the Services is at your own risk.
Availability of selected elements of the Services may be subject to the payment of any applicable fees by you to us in accordance with the conditions set out in our Platform Terms.
Except as expressly set out in this EULA or as permitted by any applicable local law, you agree:
- that your use of the App shall be restricted to use of the App in object code form only;
- not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
- not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving inter-operability of the App with another software program;
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any software that is substantially similar to the App;
- to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App;
- to include our copyright notice on all entire and partial copies you make of the App on any medium;
- not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us;
- to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service (“Technology”);
- that you will not provide any false personal information to Quikkly;
- that, in the case that we disable your account, you will not create another one without our permission; and
- that you will not use Quikkly if you are under 16 years old,
- that you will not pair Quikkly Actions to barcodes that you do not own or have authorization to use in conjunction with the Quikkly service. We may require that you provide evidence of approval from the barcode owner should you wish to pair barcodes to Quikkly Actions. Failure to provide this may lead to the discontinuation of any barcode pairings you create.
together, the “Licence Restrictions”.
ACCEPTABLE USE RESTRICTIONS
- not use the App or any Service in any illegal or unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
- not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA);
- not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
- not use the App or any Service in a way that could damage our reputation or goodwill;
- not attempt to buy, sell or solicit other forms of payments in exchange for Quikkly Codes;
- not use the App or any Service in a way that could damage, disable, overburden, impair or compromise, our systems or security or interfere with other users;
- not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service;
- not access without authority, interfere with, damage or disrupt: (i) any part of our site; (ii) any equipment or network on which our site is stored; (iii) any software used in the provision of our site; or (iv) any equipment or network or software owned or used by any third party;
- not use the Service to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
- save as set out in this EULA, not reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions this EULA,
together, the “Acceptable Use Restrictions”.
We reserve the right, at our sole discretion and without notice to you, to review and moderate all aspects of Quikkly Codes including, but not limited to, the format, description, configuration and usage.
If you commit a breach of the Acceptable Use Restrictions, we shall be entitled to take, at our sole discretion, all or any of the following actions without notice to you:
- immediate, temporary or permanent withdrawal of your right to use our App, Website or any Service;
- immediate, temporary or permanent removal of any posting or material uploaded by you to the Service;
- issue of a warning to you;
- legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
- further legal action against you; and
- disclosure of such information to law enforcement authorities as we reasonably deem necessary.
We exclude our liability for our actions taken in response to breaches of our Acceptable Use Restrictions. The responses described in condition 5.2 are not limited, and we may take any other action we reasonably deem appropriate.
INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the App, the Website, any documentation relating to the App, the Website, the Services, the Quikkly Codes and the Technology anywhere in the world belong to us or our licensors (as the case may be), that rights in the App and the Quikkly Codes are licensed (not sold) to you, and that you have no rights in, or to, the App, the Website, the Quikkly Codes or the Technology other than the right to use each of them in accordance with the terms of this EULA.
To the extent that we do not own intellectual property rights in any Quikkly Codes that you may create, you hereby assign to us all other intellectual property rights in any development of such Quikkly Codes, by way of future assignment of copyright, and you agree to execute any confirmatory assignments as we may require.
To the extent that any assignment of intellectual property rights in any Quikkly Codes as contemplated in this EULA is ineffective, you hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide, perpetual and irrevocable license to use, display and reproduce any Quikkly Codes that you may create.
You acknowledge that you have no right to have access to the App in source-code form.
LIMITATION OF LIABILITY
Nothing in this EULA shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation; and
- any other liability that cannot be excluded or limited by English law.
You acknowledge that the App and our Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described on our Website meet your requirements. Your access to and use of the App and the Services are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis.
Subject to the conditions in this EULA, we have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity or consequential, special or indirect loss.
If you have made payment to us for use of the Services in the 12 month period immediately prior to any breach by us of this EULA, then we are only responsible for any loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified below, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the EULA.
If you use our Insight Services, then we warrant that all information provided to you via our Insight Services regarding Quikkly users is, to our knowledge, true, correct and accurate to the extent that Quikkly users make such information available to us.
Subject to the conditions in this EULA, our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total amount invoiced to you by us in the 3 month period immediately prior to any claim you may make against us. If you only use the App, and not our Insight Services, or have not made any payment to us in respect of your use of the Services, then we shall have no financial or other liability to you under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise.
All other conditions, warranties or other terms which might have effect between you and us or might be implied or incorporated into this EULA, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
We may terminate this EULA immediately by written notice to you:
- if you commit a breach of this EULA (including but not limited to delayed or non-payment of any amounts due to us under condition 3) which you fail to remedy (if remediable) within three (3) days after the service of written notice (which may be delivered to you by email) requiring you to do so; and
- if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
On termination for any reason:
- all rights granted to you under this EULA shall cease;
- you must immediately cease all activities authorized by this EULA, including your use of any Services;
- you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in your possession, custody or control and certify to us that you have done so; and
- We may deactivate any and all Quikkly Codes that you have created.
COMMUNICATION BETWEEN US
If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to email@example.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request for the App.
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of Third-Party Sites or a public or private telecommunications network (an “Event Outside Our Control”).
If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
- our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavors to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.
PRINTED MATERIALS - General
For convenience, Quikkly may from time to time provide links within its App or Website that enables users to order printed materials featuring Quikkly Codes. Quikkly may use different Printed Materials Services at its discretion and at different times. In such cases, users may be subject to additional terms and conditions governing the creation, production and dispatch of these materials. You will be notified of these terms during the ordering process for your items.
In addition to any additional terms notified during the ordering process, use of our printed materials services are subject to the following minimum conditions:
You must not use the Printed Materials Service for any illegal or unauthorised purpose and in using the Printed Materials Service you agree to comply with all applicable laws, rules and regulations, including in any jurisdiction from which you access the Service. In particular, you must not:
- Submit violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service;
- defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not submit private or confidential information via the Service without first obtaining the relevant consent;
- create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Service Users;
- knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- Attempt to restrict another user from using or enjoying the Service;
The person submitting the content to the Printed Materials Service remain the owner of the intellectual property rights in the User Content that you submit, but you hereby grant to Quikkly's chosen Printed Materials Service Provider(s) a non-exclusive, sub-licensable, transferable, world-wide, perpetual, royalty-free licence to use your User Content in order to facilitate your use of (and our provision to you of) the Printed Materials Service, to show (in whole or in part) other users of the Printed Materials Service Procider and other third parties who may be interested in the Printed Materials Service. To the fullest extent permitted by law, you hereby waive any and all moral rights you may have in the User Content.
Once an order for Printed Materials has been submitted, it may not be cancelled. This is because the Products you order are entirely bespoke and we use a highly automated print system whereby all Product orders are immediately placed into the print system for processing.
The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images. The packaging of the Products may also vary from that shown on images on our site.
We make every effort to supply the Products as advertised but reserve the right to supply the Products subject to minor variations in actual dimensions and specifications stated. All orders will be produced using the information provided by you at the time of order and we will not be held responsible for any errors submitted by the customer, including where User Content of a low resolution or file size has been submitted to print.
We are committed to providing our customers with the highest quality Products. However, on rare occasions, products may be found to be faulty or defective. You must tell us of any Product faults within 20 days of the date on which we sent you the OrderConfirmation relating to those Products. To report any problems, please contact us on firstname.lastname@example.org. We will endeavour to respond to all customer service requests within 48 hours. We will only refund or replace items where required to do so by law and may require photographic evidence of the faulty or defective Products.
Printed Materials - DELIVERY
We use a third party printer to create Products through the Printed Materials Service, and our third party suppliers deliver the Products to the relevant addressee. We will use our reasonable endeavours to fulfil your order by the estimated delivery date set out in the Dispatch Confirmation, generally within 5 working days UK, 10 working days Europe or 14 working days internationally unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.
Delivery is deemed to take place when the goods are delivered to your addressee’s nominated address, whereupon the risks of loss and all damage and all other risks pass to the addressee.
We retain title in the goods until payment is received by us in full and no refunds will be issued if we have not received payment in full for the ordered item(s).
If you order Products for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
Printed Materials - PAYMENT
You agree to pay the prices for the Products as set out on our site from time to time. Although we endeavor to keep prices as accurate and up to date as possible sometimes errors do occur. If a price error has occurred we will inform you of this at the time of order.
OTHER IMPORTANT TERMS
We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.
You may only transfer your rights or obligations under this EULA to another person if we agree in writing prior to such transfer.
If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.