This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Minnow IT Limited of The Innovation Centre, Bristol and Bath Science Park, Dirac Crescent, Bristol, BS16 7FR (company number 07970411) (Licensor, us or we) for Foldr computer software (Software). We licence use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times. OPERATING REQUIREMENTS: * System requirements: 64 bit CPU (hardware virtualisation capable) and other hardware certified for and within the recommended system requirements for the virtualisation platform chosen * Minimum VM requirements: 2vCPU, 2GB RAM and up to 100GB storage * Foldr runs on most hypervisors including VMware ESXi, VMware Fusion, VirtualBox, Parallels and Hyper-V * A signed certificate is mandatory to enable video and audio streaming to iOS devices * A valid Fully Qualified Domain Name (FQDN) e.g. foldr.mydomain.com is required for full functionality * Foldr requires TCP port 443 to be open for external access IMPORTANT NOTICE TO ALL USERS: YOU ACKNOWLEDGE AND AGREE THAT THE TERMS OF THIS LICENCE WILL BIND YOU AND ANYONE WHO USES THE SOFTWARE THROUGH YOUR ACCESS KEY WHENEVER YOU OR THEY ACCESS THE SOFTWARE THROUGH OR FROM ANY DEVICE. THE TERMS OF THIS LICENCE INCLUDE LIMITATIONS ON LIABILITY IN CONDITIONS 5 AND 6. IMPORTANT NOTICE TO CONSUMERS ONLY: IF YOU ARE A CONSUMER, YOU MAY HAVE THE RIGHT TO CANCEL YOUR PURCHASE OF THE SOFTWARE UNDER THE TERMS OF YOUR CONTRACT WITH THE SOFTWARE VENDOR. IF YOU CHOOSE TO CANCEL YOU SHOULD CONTACT YOUR SOFTWARE VENDOR. ON CANCELLATION YOUR LICENCE TO USE THE SOFTWARE WILL END. THIS RIGHT IS ADDITIONAL TO AND DOES NOT AFFECT YOUR CONSUMER RIGHTS FOR DEFECTIVE DOWNLOADED SOFTWARE. We recommend that you print a copy of this Licence for future reference. 1 Grant and scope of licence 1.1 Provided that you comply with the terms of this Licence, we grant you a non-exclusive, non-transferable licence to use the Software in the UK on the terms set out below. 1.2 You may only use the Software: - as authorised by your access key; - for the maximum number of users included in the tier of licence you have purchased; and - for the institution(s) specified in your order or sales confirmation or any other similar document. 1.3 You are responsible for ensuring that all use of the Software through your access key is in compliance with the terms of this Licence, whether such use is by your employees, consultants, representatives or independent third parties. 2 Restrictions 2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake: 2.1.1 Not to make the Software available to any third party (except for your employees, consultants and representatives up to the maximum number permitted by the pricing tier for which you have purchased the Licence) or any other unauthorised user; 2.1.2 Not to make any copies of the Software except where necessary for the purpose of back-up; 2.1.3 Not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; 2.1.4 Not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent permitted by section 296A of the Copyright, Designs and Patents Act 1988; 2.1.5 To supervise and control use of the Software and ensure that the Software is used by your employees, consultants and representatives in accordance with the terms of this Licence. 3 Intellectual property rights 3.1 You acknowledge that all intellectual property rights in the Software throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence. 3.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments. 3.3 The use and/or integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software are not misappropriated. You must not (nor attempt in any way to) remove or circumvent any such TPM. 4 Limited warranty 4.1 We warrant that the Software will, [when properly used and on an operating system for which it was designed,] perform substantially in accordance with its description for a period of 90 days from the date of installation (Warranty Period). 4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform in accordance with the warranty, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault. 4.3 The warranty does not apply if the defect or fault in the Software results: 4.3.1 From your having amended the Software; or 4.3.2 From your having used the Software in contravention of the terms of this Licence. 4.4 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. 5 Limitation of liability if you are a business user 5.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described meet your requirements. 5.2 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: 5.2.1 Loss of profits, sales, business, or revenue; 5.2.2 Business interruption; 5.2.3 Loss of anticipated savings; 5.2.4 Loss or corruption of data or information; 5.2.5 Loss of business opportunity, goodwill or reputation; or 5.2.6 Any indirect or consequential loss or damage. 5.3 Subject to condition 5.2 (covering losses for which we are not liable) and to condition 5.5 (covering losses for which we have unlimited liability), our maximum aggregate liability to you whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the price you paid for the Software. 5.4 Nothing in this Licence shall limit or exclude our liability for: 5.4.1 Death or personal injury resulting from our negligence; 5.4.2 Fraud or fraudulent misrepresentation; 5.4.3 Any other liability that cannot be excluded or limited by English law. 5.5 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty,representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 6 Limitation of liability if you are a consumer user 6.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements. 6.2 If you are a consumer, we only supply the Software for domestic and private use. You must not use the Software for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 6.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in condition 6.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable only if it is an obvious consequence of our breach or if it is of a type contemplated by you and us at the time you purchased the Software. 6.4 Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the price you paid for the Software. This does not apply to the types of loss set out in condition 6.5. 6.5 Nothing in this Licence shall limit or exclude our liability for: 6.5.1 Death or personal injury resulting from our negligence; 6.5.2 Fraud or fraudulent misrepresentation; or 6.5.3 Any other liability that cannot be excluded or limited by English law. 7 Termination 7.1 We may terminate this Licence immediately by withdrawing your access to the Software if at any time you fail to comply with all the terms of this Licence. 8 Contact with us 8.1 If you wish to contact us you may either email us at info@minnow.it or write to Minnow IT Limited at The Innovation Centre, Bristol and Bath Science Park, Dirac Crescent, Bristol, BS16 7FR. 9 Other important terms 9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations. 9.2 You may not transfer your rights or your obligations under this Licence to another person. 9.3 Each of the conditions of this Licence 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. 9.4 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law and are subject to the exclusive jurisdiction of the courts of England and Wales, unless you are a consumer, in which case, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, or if you are resident of Scotland, you may also bring proceedings in Scotland.