Version 1.2 (updated 20.05.2025)
Onecom CyberProtect
END-USER LICENSE AGREEMENTThis End-User License Agreement (hereinafter referred to as the "EULA"), is entered into on the Effective Date (defined below) and constitutes a legally binding agreement, governing the contractual relationship between Onecom Limited registered in England and Wales with company number 04031272 whose registered office is at Onecom House, Whiteley, Fareham, England, PO15 7FN (hereinafter referred to as “Onecom”), and each Customer (defined below). Onecom and the Customer shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
This EULA governs the Customer’s access to and use of Onecom’s web-based software-as-a-service (“SaaS”) dark web monitoring platform, known as Onecom CyberProtect, located at onecomcyberprotect.com (“SaaS Platform”), available to Customer on a subscription basis in line with the relevant subscription plan (including any add-on services) provided to or otherwise selected by the Customer from time to time (“Subscription Plan”).
1. ACCEPTANCE OF THIS EULA
1.1. PLEASE READ THIS EULA CAREFULLY BEFORE ACCEPTING ITS TERMS AND CONDITIONS. BY SELECTING “SETUP ACCOUNT” (OR SIMILAR) AND BY CREATING A USER ACCOUNT OR USING THE SAAS PLATFORM, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER: (I) HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS EULA; (II) REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS EULA; (III) IS ELECTRONICALLY SIGNING/EXECUTING THIS EULA IN A MANNER WHICH IS LEGALLY EQUIVALENT TO CUSTOMER’S HANDWRITTEN SIGNATURE, (IV) AGREES THAT THIS EULA WILL COME INTO FORCE IMMEDIATELY AND AUTOMATICALLY AND (V) WILL BECOME LEGALLY BOUND BY ALL ENFORCEABLE TERMS AND CONDITIONS CONTAINED IN THIS EULA INCLUDING WITHOUT LIMITATION OTHER DOCUMENTS AND POLICIES THAT ARE INCORPORATED HEREIN BY REFERENCE.
1.2. THIS EULA SHALL COME INTO FORCE ON THE EARLIER OF (I) THE DATE UPON WHICH ONECOM NOTIFIES THE CUSTOMER THAT IT CAN ACCESS THE SAAS PLATFORM (WHETHER VIA A TRIAL OR OTHERWISE, AND WHETHER OR NOT THE CUSTOMER GOES ON TO CREATE A USER ACCOUNT OR USE THE SAAS PLATFORM) AND (II) THE DATE UPON WHICH THE CUSTOMER SELECTS “SETUP ACCOUNT” (OR SIMILAR) TO CREATE A USER ACCOUNT FOR THE SAAS PLATFORM (“EFFECTIVE DATE”), AND WILL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS PROVIDED HEREIN, UNLESS TERMINATED EARLIER BY THE PARTIES.
1.3. If the Customer has access to the SaaS Platform or is accepting the terms of this EULA on behalf of another person or legal entity, the Customer represents and warrants that the Customer has the right, authority and capacity to access the SaaS Platform on behalf of that that person or legal entity and to bind that person or legal entity under this EULA.
1.4. If the Customer does not agree with any or all of the terms of this EULA, or if the Customer does not have the necessary authority, the Customer shall (i) not be authorised to access and/or use the SaaS Platform for any purpose, (ii) refrain from accessing and/or using the SaaS Platform immediately, and (iii) promptly unsubscribe from Customer’s access and/or use of the SaaS Platform.
2. LICENSE GRANT
2.1. Within the scope of Customer’s Subscription Plan and subject to the terms and conditions of this EULA, and particularly to the limitations and restrictions set out under clause 4 (Limitations and Restrictions) of this EULA, Onecom grants Customer non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use the SaaS Platform solely for Customer’s lawful business and/or personal purposes.
2.2. Provided that Customer has paid the applicable fee (“Fee”) in accordance with clause 2.3 below, a license for Customer’s access to and use of the SaaS Platform may be granted by Onecom to Customer on a subscription basis for a specific duration (“Subscription Term”) agreed with Onecom (“Subscription License”). Under a Subscription License, Onecom shall provide Customer with a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Platform, for the Subscription Term and subject to clause 13 (Term and Termination) of this EULA. Customer acknowledges and agrees that Customer’s right to use the SaaS Platform under a Subscription License shall terminate should Onecom cease to make a particular service available. In the event that Customer requests the cancellation of the Subscription Licence, such Subscription Licence will be cancelled at the end of the then-current calendar month.
2.3. The Fee is payable by the Customer either:
(i) to Onecom on the same basis (and subject to the relevant terms and conditions) as that of the charges payable for other services provided to it by Onecom. In the absence of any other such services Onecom shall invoice the Customer monthly, and the Customer shall pay each invoice in full within 14 days by direct debit. If the Customer does not pay an invoice by the date it is due Onecom may:
(a) charge the Customer interest on the unpaid amount at the rate of 3% per annum above the then current Bank of England base rate accruing on a daily basis from the date payment was due until the date of actual payment, whether before or after judgment, and compounding quarterly;
(b) restrict, suspend or terminate this EULA in accordance with clause 13;
(c) cancel any outstanding order for services; and
(d) deduct monies up to the value of the overdue amount from any sum standing to the credit of the Customer’s account with Onecom (if any); or
(ii) to Vodafone where the Customer is provided with Vodafone’s Enhanced Cyber Professional Support Service.
3. ACCESS AND USE OF THE SAAS PLATFORM
3.1. Onecom agrees to provide Customer with access to and use of the SaaS Platform, on a subscription basis in accordance with this EULA, so as to provide Customer with:
(i) dark web monitoring services which enable Customer to search and monitor the dark web (including but not limited to black market sites, P2P networks, hidden chat rooms, botnets and private websites) and visible websites in order to identify (a) certain compromised information, or (b) potential security or vulnerability threats; and such other services as may be available from time to time; and
(ii) notifications to alert Customer in respect of such compromised information or potential threats, which may enable Customer to take action/measures to mitigate risk.
3.2. Customer acknowledges and understands that:
(i) Onecom shall match certain information provided by Customer with publicly available information on the dark web. As such, Customer is solely responsible for selecting the data that Customer wishes to be entered into the SaaS Platform.
(ii) Onecom collects and accesses information from the dark web:
(a) by taking precautions, including the use of an encrypted connection and virtual private network;
(b) using legitimate credentials as provided by the dark web forums operators;
(c) solely for the purposes of providing services to Customer;
(d) for legitimate cybersecurity purposes (e.g. to help Customer identify threats); and
(e) with no criminal, fraudulent or malicious intent or motive.
(iii) the information Onecom collects and accesses from the dark web is information that has been made available/accessible to the public.
(iv) Onecom does not, and shall not, purchase any information from any third party on the dark web.
3.3. Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.
3.4. Customer acknowledges, understands and agrees that the SaaS Platform shall be (i) provided to Customer hereunder as a cloud service, and (ii) hosted by Onecom and/or Onecom’s third party service providers.
3.5. Access. Customer acknowledges and agrees that Customer must have/own at Customer’s own expense the applicable and necessary equipment, Internet connection and/or data service plan to access and use the SaaS Platform. Customer shall be solely responsible for any and all costs Customer incurs to access and use the SaaS Platform from the cloud. Using the SaaS Platform may be prohibited or restricted by Customer’s network provider or may not function with Customer’s network provider. Onecom makes no representation that the SaaS Platform is appropriate, suitable and/or available for use in any particular location.
3.6. Users. Onecom may limit the number of users that Customer can set up / register on the SaaS Platform at any time.
3.7. Monitoring and Compliance. Onecom reserves the right to monitor and gather information on Customer’s use of the SaaS Platform to ensure compliance with the (i) terms and conditions of this EULA, and (ii) Subscription License granted to Customer by Onecom under this EULA.
3.8. Unauthorised use of the SaaS Platform shall constitute a material breach by Customer of this EULA.
4. LIMITATIONS AND RESTRICTIONS
4.1. Except as expressly set forth in this EULA, Customer agrees that Customer will not and is not permitted to:
(i) unbundle, transfer, sublicense, or assign Customer’s rights under this EULA to any other person or entity;
(ii) modify, adapt, copy or create derivative works of the SaaS Platform or under any circumstances attempt to circumvent or interfere with the security features of the software;
(iii) reverse-engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the SaaS Platform;
(iv) use the SaaS Platform in violation of the terms and conditions of this EULA;
(v) infringe upon any of Onecom’s intellectual property rights or upon any third party’s intellectual property right in relation to the SaaS Platform;
(vi) remove, delete, hide, move or alter any proprietary notices, labels, logos, icons, images, text or marks on the SaaS Platform;
(vii) sell, rent, lease, record, license, sublicense, share, distribute, publicly communicate, transfer or exploit in any other manner the SaaS Platform;
(viii) make copies, publish, or reproduce the SaaS Platform;
(ix) alter or modify the SaaS Platform;
(x) transmit viruses, malware, malicious or destructive code, or any other prohibited items, into the SaaS Platform. Such prohibited items include: any routine (sequence of code that is intended to be called and used repeatedly when executing a computer program), device, or other undisclosed malicious programs (e.g. time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap, back door or software routine) that is either (a) designed to delete, disable, deactivate, interfere with, or otherwise harm any software, program, data, device, system, or service; or (b) intended to provide unauthorised access or produce unauthorised modifications;
(xi) use any robot, spider, data scraping or extraction tool, or similar mechanism in the SaaS Platform;
(xii) use the SaaS Platform for phishing/scamming or other malicious purposes;
(xiii) access, use, or otherwise exploit the SaaS Platform (including, but not limited to, by benchmarking, monitoring availability, performance and functionality, or conducting competitive analysis) for the purpose of competing with or disparaging Onecom or its SaaS Platform;
(xiv) access or use portions of the SaaS Platform that Onecom has not authorised Customer to access or use;
(xv) reject, avoid, elude, remove, deactivate, or evade, in any way, any security mechanism put in place by Onecom to protect the SaaS Platform;
(xvi) use any data, reports, analyses, statistics or other information obtained from the use of the SaaS Platform for the purposes of verifying or evaluating (a) any third party’s credit worthiness or personal, family or household insurance needs; (b) any third party’s employment, promotion, reassignment or retention as an employee, as applicable. As such, the Customer agrees that it shall not use any data, reports, analyses, statistics or other information obtained from the use of the SaaS Platform for improving or providing advice to any third party in relation to the third party’s credit record, credit history or credit rating;
(xvii) use the SaaS Platform to gain unauthorised access to a third party’s systems and for any other illegal purposes.
5. CUSTOMER OBLIGATIONS
5.1. The Customer shall:
(i) use sufficiently strong passwords for accessing the SaaS Platform, keep such passwords secure and confidential and not disclose any passwords to third parties;
(ii) comply with Onecom’s reasonable and lawful instructions;
(iii) only use the SaaS Platform for the purpose of protecting the Customer’s lawful business and/or personal interests;
(iv) ensure that any user viewing the data on behalf of the Customer has specific authority to view it and does not use it for criminal activity or onward sharing;
(v) only use the SaaS Platform in accordance with all applicable laws and regulations and not knowingly do or omit to do anything which would put Onecom in breach of any such laws or regulations.
5.2. The Customer accepts that the service provided by the SaaS Platform is supplemental to, and is not intended to replace, any physical, technical, or procedural security measures (including but not limited to filters, virus software, firewalls, surveillance or information security programs) that the Customer may now have or implement in the future. The Customer acknowledges and understands that no security solution can be one hundred percent (100%) effective, and as such by using the SaaS Platform no guarantee is given regarding the quality, effectiveness, or efficiency of the SaaS Platform or the accuracy of the data and service provided.
5.3. The Customer will be solely responsible for selecting the data that it wishes to be entered into the SaaS Platform, and which the Customer wants to (a) monitor exposure of on the dark web, and (b) be notified/alerted about in the event of its data being exposed/discovered on the dark web.
6. UPDATES TO SAAS PLATFORM AND SUPPORT SERVICES
6.1. Onecom may from time to time in its sole discretion develop and publish updates for the SaaS Platform which may include upgrades, bug fixes, patches and other error corrections and/or new features and functionalities (collectively "Update(s)"). Updates may also modify or delete in their entirety certain features and/or functionalities of the SaaS Platform. Customer acknowledges and agrees that Onecom has no obligation to Customer whatsoever (i) regarding the provision to Customer of any Updates, or (ii) to continue to provide Customer with any particular features or functionality of the SaaS Platform.
6.2. Customer further agrees that all Updates shall be deemed an integral part of the SaaS Platform once published by Onecom and therefore shall be subject to all the terms and conditions contained in this EULA.
6.3. Customer acknowledges that Updates shall be provided to Customer by Onecom for free or at an additional fee, depending on Customer’s selected Subscription Plan.
6.4. Support Services. Onecom will provide Customer with reasonable support services, via telephone, email, webchat and OneCloud Monday to Friday from 09h00am to 17h00pm GMT in order to address any queries, concerns, or technical issues Customer may have pertaining to the SaaS Platform as well as to any payment/account issue.
7. ONECOM’S INTELLECTUAL PROPERTY RIGHTS IN THE SAAS PLATFORM
7.1. All content, trademarks, logos and names, data, software, or information contained in any materials, or documents used by Onecom in relation to the SaaS Platform, including, but not limited to, any and all copyrighted works, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, hyperlinks, domain names, codes, and agreements (“Materials”), are the sole and exclusive property of or are licensed to Onecom and as such all updates and modifications to the SaaS Platform will vest in Onecom or Onecom’s licensors. Customer may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Onecom’s prior written permission.
7.2. Any and all intellectual property rights in the Materials, SaaS Platform, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and SaaS Platform, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Onecom’s Intellectual Property Right(s)”), vest solely and exclusively in Onecom, its group affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Onecom to Customer are reserved by Onecom. Save as expressly set out under this EULA, Customer shall not acquire any right, title or interest in Onecom’s Intellectual Property Rights.
8. CONFIDENTIAL INFORMATION
8.1. Customer acknowledges and agrees that the SaaS Platform incorporates confidential and proprietary information developed/acquired by or licensed to Onecom including, but not limited to, technical and non-technical data, formulas, patterns, compilations, source codes, digital files, features, Updates, releases, enhancements, bug fixes, workarounds, patches, devices, methods, techniques, drawings and processes in connection with the SaaS Platform, which constitutes the valuable intellectual property of Onecom and its licensors (“Confidential Information”).
8.2. Customer agrees that all Confidential Information provided to Customer by Onecom under this EULA is to be held by Customer in confidence, and shall not be disclosed except as permitted by the terms of this EULA.
8.3. Where Confidential Information is disclosed by Customer, to the extent required by law, this shall not be considered a breach of this EULA, provided Customer promptly provide (i) Onecom with prior written notice of such compelled disclosure (to the extent legally permitted); and (ii) Customer’s reasonable assistance and cooperation to Onecom, at Onecom’s expense, if Onecom wishes to contest the disclosure of its Confidential Information.
9. PRIVACY AND DATA PROTECTION
9.1. Onecom is committed to protecting Customer’s privacy. As such, the provisions of Onecom’s Privacy Policy, available at https://www.onecom.co.uk/privacy-policy/, will govern the manner in which Customer’s personal information is collected, processed, used and stored by Onecom in relation to Customer’s access to and use of the SaaS Platform.
9.2. Onecom assumes no responsibility for the deletion of data, loss of data, or the failure to store data. Onecom shall not have any obligation to monitor the use of the data transmitted or stored through the SaaS Platform. Onecom reserves the right, consistent with Onecom’s Privacy Policy and/or other applicable data protection requirements, and if mandated by applicable law, regulation, legal process, or governmental order, to disclose user data or other information, but only to the extent required to comply with those laws, regulations, or orders. Unless prohibited by law or other order, Onecom shall (i) provide reasonable notice of any such required or requested disclosure to Customer, and (ii) reasonably cooperate with Customer to limit such disclosure to the extent allowed by law.
9.3. All data Customer entered into the SaaS Platform shall be owned solely by Customer.
9.4. Customer represents and warrants that Customer has obtained all the necessary rights, releases, authorisations and permissions to provide Customer’s data to Onecom, and the transfer and use of Customer’s data by Onecom. Customer further warrants that (i) the transfer of Customer’s data to Onecom does not violate any laws, third party rights, including any intellectual property rights, rights of privacy, or rights of publicity, and (ii) any use, collection and disclosure of Customer’s data as authorised under this EULA is not inconsistent with the terms of any applicable privacy policies. Customer acknowledges and agrees that Onecom shall not be responsible for any deletion, corruption, failure to store or loss of any Customer’s data if such deletion, corruption, failure to store or loss is due to an act or omission by Customer, Customer’s employee(s), contractor(s), agent(s), any authorised user or any other third party.
9.5. Customer hereby grants Onecom with a limited license to copy, transmit, store and back- up or otherwise access Customer’s data, as applicable, solely for the following purposes:
(i) to provide the SaaS Platform to Customer (including to enable Customer and Customer’s authorised users to access and use the dark web monitoring services);
(ii) to diagnose problems with the SaaS Platform;
(iii) to enhance and otherwise modify the SaaS Platform;
(iv) for Onecom’s administrative, support and training purposes;
(v) to develop other products and services, provided Onecom de-identifies Customer’s data; and
(vi) as reasonably required to perform Onecom’s obligations under this EULA.
9.6. Personal information, usernames, passwords and prompts exchanged through the SaaS Platform are protected by advanced encryption techniques. However, Customer acknowledges, understands and agrees that keeping Customer’s personal information, username(s) and password(s) secure from disclosure also requires Customer’s responsible behaviour in protecting such data. As such, Customer shall assume the entire responsibility at all times for the supervision, management, control and confidentiality of Customer’s data and assume the entire risk for the fraudulent or unauthorised use of Customer’s data. Customer understands that failure to protect Customer’s data may allow an unauthorised third party to use Customer’s personal information/identity to access the SaaS Platform under Customer’s name/profile/account.
9.7. Both parties shall comply with all applicable requirements of the Data Protection Legislation (as defined therein) as set out in the terms and conditions for other services provided to the Customer by Onecom. In the absence of any other such services, then the “Data Protection” provisions in the relevant General Terms at https://www.onecom.co.uk/terms-and-conditions/ shall apply.
10. LIMITATION OF LIABILITY
10.1. CUSTOMER AGREES THAT CUSTOMER’S USE OF THE SAAS PLATFORM IS AT CUSTOMER’S OWN RISK. IN NO EVENT, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL ONECOM OR ITS LICENSORS, PARTNERS, OR VENDORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTIES UNDER THIS EULA FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST OF PROFITS, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DAMAGE TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY) ARISING FROM OR IN ANY WAY CONNECTED WITH (I) THIS EULA; AND/OR (II) THE SAAS PLATFORM.
10.2. REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL ONECOM’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS EULA EXCEED THE FEE PAID BY CUSTOMER, IN THE PRECEDING SIX (6) MONTHS PRIOR TO THE COMMENCEMENT OF A CLAIM, EVEN IF ONECOM HAS BEEN ADVISED OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.3. CUSTOMER ACKNOWLEDGES THAT EXCEPT AS SET FORTH HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ONECOM TO CUSTOMER OR TO ANY PERSON ON CUSTOMER’S BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM THE USE OF THE SAAS PLATFORM. CUSTOMER HAS RELIED SOLELY UPON CUSTOMER’S OWN SKILL AND JUDGMENT IN ACCESSING AND USING THE SAAS PLATFORM.
10.4. CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT NO LIABILITY OR OBLIGATION IS ACCEPTED BY ONECOM (HOWSOEVER ARISING WHETHER UNDER CONTACT, TORT, IN NEGLIGENCE OR OTHERWISE):
(i) THAT THE SERVICE PROVIDED BY THE SAAS PLATFORM SHALL MEET THE CUSTOMER’S (OR OTHER PERSON’S) INDIVIDUAL NEEDS, WHETHER OR NOT SUCH NEEDS HAVE BEEN COMMUNICATED TO ONECOM;
(ii) THAT THE OPERATION OF THE SOFTWARE SHALL BE SUBJECT TO MINOR ERRORS AND DEFECTS; AND
(iii) THAT THE SOFTWARE SHALL BE COMPATIBLE WITH ANY SOFTWARE OR WITH ANY PARTICULAR HARDWARE OR EQUIPMENT OTHER THAN AS SET OUT IN THIS AGREEMENT.
11. INDEMNIFICATION
11.1. Customer agrees to indemnify and hold Onecom harmless from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) Customer’s violation of the terms of this EULA; (ii) Customer’s use or misuse of the SaaS Platform; (iii) Customer’s access to the SaaS Platform; and/or (iv) Customer’s infringement of any third party’s intellectual property rights.
12. DISCLAIMER OF WARRANTIES
12.1. Customer’s use of the SaaS Platform is at Customer’s sole risk. The SaaS Platform is provided and licensed to Customer on an “as is” and “as available” basis with all faults, defects, bugs, and errors.
12.2. ONECOM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WITH REGARD TO CUSTOMER’S USE OF THE SAAS PLATFORM WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT QUIET ENJOYMENT OR INTEGRATION. SUCH EXCLUSIONS OF IMPLIED WARRANTIES APPLY WITHIN THE EXTENT PERMITTED BY LAW.
12.3. ONECOM AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED IN THE SAAS PLATFORM, AND (ii) GRAPHICS PUBLISHED ON THE SAAS PLATFORM FOR ANY PURPOSE. ONECOM AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED IN THE SAAS PLATFORM, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
12.4. CUSTOMER ACKNOWLEDGES THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE SAAS PLATFORM COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.
12.5. NEITHER ONECOM NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE SAAS PLATFORM IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE CUSTOMER’S COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
12.6. ONECOM MAKES NO WARRANTY THAT (I) THE SAAS PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR BE COMPATIBLE WITH CUSTOMER’S SYSTEM(S) AND/OR DEVICE(S) (II) THAT CUSTOMER’S ACCESS TO OR USE OF THE SAAS PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SAAS PLATFORM WILL BE CORRECTED, OR (IV) THAT THE SAAS PLATFORM OR ANY SERVER THROUGH WHICH CUSTOMER ACCESSES THE SAAS PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
12.7. ANY FILE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SAAS PLATFORM IS ACCESSED AT CUSTOMER’S OWN RISK, AND CUSTOMER WILL BE SOLELY LIABLE FOR ANY (I) DAMAGE CAUSED BY ANY SUCH FILE TO CUSTOMER’S SYSTEM(S), OR (II) LOSS OF CUSTOMER’S DATA.
12.8. FOR THE AVOIDANCE OF DOUBT, ANY AND ALL RISK ARISING FROM CUSTOMER’S USE OF THE SAAS PLATFORM SHALL REMAIN SOLELY WITH CUSTOMER.
12.9. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO CUSTOMER INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.
13. TERM, SUSPENSION AND TERMINATION
13.1. The term of this EULA shall come into force when the initial term of Customer’s Subscription License commences and shall continue until the Subscription License expires or is terminated in accordance with this clause 13 (Term, Suspension and Termination).
13.2. Customer acknowledges and agrees that Onecom shall not be liable for any loss, costs or damages Customer incurs as a result of Customer’s Subscription License expiring or of Customer’s failure to renew such Subscription License.
13.3. Suspension. Onecom may suspend or temporarily disable Customer’s access to and use of the SaaS Platform if (i) Customer fails to make payment of the Fee on time; (ii) Onecom suspects Customer of partaking in any illegal activity; (iii) Onecom reasonably believes that Customer has violated the terms of this EULA; or (iv) requested by law enforcement authorities or other government agencies. Customer acknowledges and agrees that Onecom shall not be liable to Customer or any third party for any loss or damages caused to Customer or any third party as a result of the suspension by Onecom of Customer’s access to and use of the SaaS Platform. For the avoidance of doubt, any suspension by Onecom of Customer’s access to and use of the SaaS Platform shall not relieve Customer from Customer’s obligation to make payment of the Fee.
13.4. Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this EULA without liability to the other if:
(i) the other Party commits a material breach of any of the terms of this EULA and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;
(ii) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;
(iii) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;
(iv) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party's assets;
(v) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
(vi) the other Party ceases, or threatens to cease, to trade; or
(vii) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.
13.5. Effect of Termination. Customer acknowledges that upon termination of this EULA or upon the cancellation of Customer’s selected Subscription Plan, Customer shall cease to access and use the SaaS Platform. Any termination or expiration of this EULA (save where terminated by the Customer pursuant to clause 13.4) shall not relieve Customer from Customer’s obligation to make payment of the Fee owed up until and including the end of the Subscription Term.
13.6. Upon either Party’s termination of this EULA, all licenses and rights granted to Customer by Onecom hereunder will immediately terminate, and Customer shall cease to use the SaaS Platform.
14. MODIFICATION OF EULA
Onecom reserves the right, at any time and in its sole discretion, to modify or replace this EULA. Customer shall be solely responsible for checking the terms of this EULA periodically, to stay abreast of any changes to the EULA. If Customer objects to any such changes, Customer’s sole recourse shall be to cease using the SaaS Platform. Customer’s continued use/access to the SaaS Platform following the posting of any changes to this EULA shall indicate Customer’s acknowledgement of such changes and satisfaction with the SaaS Platform as so modified and therefore Customer shall be subject to the newly modified terms of this EULA.
15. GENERAL PROVISIONS
15.1. Non-Exclusivity. The Parties’ respective obligations under this EULA are non- exclusive, and nothing herein is intended to restrict Customer from accessing or using any other third party’s products or services, even if such products or services are similar to the services provided by Onecom through the SaaS Platform. Nothing herein is intended to limit Onecom’s right to provide access and use of the SaaS Platform to other users.
15.2. Notices. Except as otherwise provided under this EULA, any notice required or permitted to be given will be effective only if it is in writing and sent by email to notices@onecom.co.uk.
15.3. Force Majeure. A Force Majeure event means any event beyond a Party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, epidemic and pandemic, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors. Onecom shall not be liable for delays or failures to perform any of its obligations under this EULA to the extent caused by a Force Majeure Event.
15.4. No Waiver. Each Party agrees that any delay or omission on the part of the other Party to exercise any right, power or remedy under this EULA will not automatically operate as a waiver of such right, power or remedy or any other right, power or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. Further the waiver or the single or partial exercise of any right, power or remedy by either Party hereunder on one occasion will not be construed as a bar to a waiver of any successive or other right, power or remedy on any other occasion.
15.5. Severability. In the event that any provision of this EULA shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this remaining provisions of the EULA unenforceable or invalid, and, in such event, such remaining provisions shall be changed so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision.
15.6. Assignment. This EULA shall not be assigned by either Party without the prior written permission of the other. However, Onecom may assign its rights and obligations hereunder without Customer’s prior written permission to any entity acquiring all, or substantially all of Onecom’s assets or shares. Notwithstanding the above, this EULA shall be binding upon any permitted successors and assigns of either Party.
15.7. Entire Agreement. This EULA contains the full and entire agreement between the Parties with respect to the subject matter hereof. This EULA supersedes all prior negotiations, representations and proposals, written or otherwise, relating to its subject matter.
15.8. Governing Law & Jurisdiction. In the event of any disagreement between the Parties with respect to any aspect of this EULA, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.
This EULA, and any dispute arising out of or in connection with the EULA, its subject matter or its 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 submit to the exclusive jurisdiction of England and Wales to settle any dispute which may arise out of or in connection with this Agreement.
In no event shall any claim, action or proceeding, in relation to Customer’s access to and use of the SaaS Platform be instituted by Customer against Onecom more than one (1) year after the cause of action arose.