End User License Agreement
Last updated March 02, 2022
Whyness is licensed to You (End-User) by Whyness Ltd, located and registered at 63 High Street, Chislehurst, BR7 5BE, United Kingdom ("Licensor"), for use only under the terms of this License Agreement.
By downloading the Licensed Application from Apple's software distribution platform ("App Store") and Google's software distribution platform ("Play Store"), and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement. App Store and Play Store are referred to in this License Agreement as “Services.”
The parties of this License Agreement acknowledge that the Services are not a Party to this License Agreement and are not bound by any provisions or obligations with regard to the Licensed Application, such as warranty, liability, maintenance and support thereof. Whyness Ltd, not the Services, is solely responsible for the Licensed Application and the content thereof.
This License Agreement may not provide for usage rules for the Licensed Application that are in conflict with the latest Apple Media Services Terms and Conditions and Google Play Terms of Service ("Usage Rules"). Whyness Ltd acknowledges that it had the opportunity to review the Usage Rules and this License Agreement is not conflicting with them.
When purchased or downloaded through the Services, Whyness is licensed to You for use only under the terms of this License Agreement. The Licensor reserves all rights not expressly granted to You. Whyness is to be used on devices that operate with Apple's operating systems ("iOS" and "Mac OS") or Google's operating system ("Android").
1. THE APPLICATION
Whyness ("Licensed Application") is a piece of software created to help users clarify their personal values, strengths, and purpose using artificial intelligence and psychological techniques. The software matches users to relevant employer placement opportunities and supports their experience throughout the “Whyness Career Launchpad Scheme”. The software is customized for iOS and Android mobile devices ("Devices").
2. SCOPE OF LICENSE
2.1 You are given a non-transferable, non-exclusive, non-sublicensable license to install and use the Licensed Application on any Devices that You (End-User) own or control and as permitted by the Usage Rules.
2.2 This license will also govern any updates of the Licensed Application provided by Whyness Ltd that replace, repair, and/or supplement the first Licensed Application, unless a separate license is provided for such update, in which case the terms of that new license will govern.
2.3 You may not share or make the Licensed Application available to third parties (unless to the degree allowed by the Usage Rules, and with Whyness Ltd's prior written consent), sell, rent, lend, lease or otherwise redistribute the Licensed Application.
2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with Whyness Ltd's prior written consent).
2.5 You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Licensed Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the Usage Rules, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time. If you sell your Devices to a third party, you must remove the Licensed Application from the Devices before doing so.
2.6 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
2.7 Whyness Ltd reserves the right to modify the terms and conditions of licensing.
2.8 Nothing in this license should be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with applicable third-party terms and conditions.
3. TECHNICAL REQUIREMENTS
3.1 Whyness Ltd recommends using the latest version of the firmware to optimise use of the Licensed Application. Some limitations may exist, now and in the future, for users with older firmware versions.
3.2 Whyness Ltd attempts to keep the Licensed Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
3.3 You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Licensed Application satisfies the technical specifications mentioned above.
3.4 Whyness Ltd reserves the right to modify the technical specifications as it sees appropriate at any time.
4. MAINTENANCE AND SUPPORT
4.1 Whyness Ltd is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach Whyness support services at the email address listed in the App Store or Play Store Overview for this Licensed Application.
4.2 Whyness Ltd and the End-User acknowledge that the Services have no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
5. USE OF DATA
6. USER-GENERATED CONTRIBUTIONS
6.1 The Licensed Application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Licensed Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Licensed Application and through third-party websites or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Licensed Application, and other users of the Licensed Application to use your Contributions in any manner contemplated by the Licensed Application and this License Agreement.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Licensed Application and this License Agreement.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of this License Agreement, or any applicable law or regulation.
6.2 Any use of the Licensed Application in violation of the foregoing violates this License Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.
7. CONTRIBUTION LICENSE
7.1 By posting your Contributions to any part of the Licensed Application or making Contributions accessible to the Licensed Application by linking your account from the Licensed Application to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Whyness Ltd an unrestricted license to use such Contributions (in whole or in part) for purpose of providing and/or improving the service provided by the Licensed Application to you and to others, and other services provided by Whyness Ltd and its partners. Whyness Ltd reserves the right to share anonymised versions of your Contributions publicly and without limitation.
7.2 This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
7.3 We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Licensed Application. You are solely responsible for your Contributions to the Licensed Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
7.4 We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to recategorize any Contributions to place them in more appropriate locations in the Licensed Application; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
8.1 Whyness Ltd and it’s current and future affiliates, partners and suppliers shall under no circumstances be liable (whether under contract, tort or otherwise) for:
any losses or damages that were not caused by a breach of the terms in this License Agreement
any losses or damages that were not, at the time the License Agreement was formed with You, a reasonable foreseeable consequence of Whyness Ltd breaching the terms in this License Agreement
any losses or damages arising from your access to or use of the Licensed Application
any losses or damages arising from your inability to access or use the Licensed Application
any losses or damages arising from our support services or inability to provide support services, including any mental health support
any loss or damages arising from unintended consequences from the use of the Licensed Application, including any unintended implications of physical or mental health and wellbeing
any loss of data, or inability to access data.
8.2 In accordance with the Unfair Contract Terms Act 1997, this agreement does not exclude Whyness Ltd’s liability for gross negligence or intentional misconduct.
8.3 To avoid data loss, You are advised to make backup copies of important information input in or output from the Licensed Application, to the extent allowed by applicable third-party terms and conditions of use and in line with the terms of the License Agreement. You are aware that in case of alterations or manipulations of the Licensed Application, You will not have access to the Licensed Application.
8.4 In no event shall the total liability of Whyness Ltd to you exceed £50.00.
9.1 Whyness Ltd warrants that the Licensed Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download.
9.2 No warranty is provided for the Licensed Application that has been tampered with in any way by anyone external to Whyness Ltd and it’s partners. This includes but is not limited to instances where the Licensed Application has been modified without authorization, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of Whyness Ltd's sphere of influence that affect the executability of the Licensed Application.
9.3 You are required to inspect the Licensed Application immediately after installing it and notify Whyness Ltd about issues discovered without delay by email. The defect report will be taken into consideration and further investigated if it has been emailed within a period of fourteen (14) days after discovery.
9.4 If we confirm that the Licensed Application is defective, Whyness Ltd reserves a choice to remedy the situation either by means of solving the defect, substitute delivery, or temporary or permanent termination of the software (and of this License Agreement).
9.5 You acknowledge that the Licensed Application may contain bugs and errors. The Licensed Application is provided to you "as is" and any use of the software is at your own risk.
9.6 To the extent legally permitted under the applicable law, Whyness Ltd disclaims all warranties, whether express, implied or statutory, including without limitation, any implied warranties of title, non-infringement of third party rights, merchantability or fitness for a particular purpose. Some jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to you.
9.7 The statutory periods of limitation given by UK law at the time of the Agreement apply for End Users of the Licensed Application.
10. PRODUCT CLAIMS
10.1 Whyness Ltd and the End-User acknowledge that Whyness Ltd, and not the Services, is responsible for addressing any claims of the End-User or any third party relating to the Licensed Application or the End-User’s possession and/or use of that Licensed Application, including, but not limited to:
(i)product liability claims;
(ii)any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and
(iii)claims arising under consumer protection, privacy, or similar legislationd
11. CONTACT INFORMATION
11.1 For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:
63 High Street
13.1 The license is valid until terminated by Whyness Ltd or by You. Your rights under this license will terminate automatically and without notice from Whyness Ltd if You fail to adhere to any term(s) of this license.
13.2 You may terminate this License Agreement at any time by uninstalling the Licensed Application and providing us with written notice.
13.3 Whyness Ltd may terminate this License Agreement at any time and for any reason or for no reason in our sole discretion, without liability to You.
13.4Upon License termination, You agree to stop all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
14. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY
14.1 Whyness Ltd represents and warrants that Whyness Ltd will comply with applicable third-party terms of agreement when using Licensed Application.
14.2 In Accordance with Section 9 of the "Instructions for Minimum Terms of Developer's End-User License Agreement," both Apple and Google and their subsidiaries shall be third-party beneficiaries of this End User License Agreement and — upon Your acceptance of the terms and conditions of this License Agreement, both Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this End User License Agreement against You as a third-party beneficiary thereof.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 Whyness Ltd shall at all times retain ownership of, and retain all intellectual property rights in, the Licensed Application software and any associated documentation (“Documentation”). The Licensed Application and Documentation are made available to you on a limited licence (and is not sold or assigned to you in any way), and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Whyness Ltd has and retains all rights, titles, and interests, including all intellectual property rights in and to the Licensed Application and Documentation (including all free or trial software), their “look and feel”, any and all related or underlying technology, and any modifications or derivatives.
15.2 You understand and agree you have no right to have access to the Licensed Application in source code form.
15.3 You permit us to use any data, materials or information that you input, upload or provide to us in relation to the Licensed Application and/or support services. We will only use such data, materials and information for the purposes of us performing our obligations under this Agreement.
15.4 If you provide us with any feedback, suggestions or ideas in relation to the Licensed Application or support services (“Feedback”), then you agree to (and will ensure that any applicable third party licensor(s) agree to) provide us an irrevocable, perpetual, fully-transferrable, fully-sublicensable and world-wide licence to use, modify, communicate, adapt and commercialise such Feedback at our sole discretion and option.
15.1 Whyness Ltd and the End-User acknowledge that, in the event of any third-party claim that the Licensed Application or the End-User's possession and use of that Licensed Application infringes on the third party's intellectual property rights, Whyness Ltd, and not the Services, will be solely responsible for the investigation, defense, settlement, and discharge or any such intellectual property infringement claims.
16. APPLICABLE LAW
16.1 This License Agreement is governed by the laws of England and Wales, excluding its conflicts of law rules. The parties irrevocably agree to the exclusive jurisdiction of the courts of England.
17.1 If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
17.2 Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.