End-User License Agreement

1. Purpose

1.1. Please read this End-User Licence Agreement (‘Agreement’) carefully before joining, signing up, accessing, downloading or using all online services and other software and products made available by us (‘Applications’).

1.2. By reading this End-User Licence Agreement and consequently joining, signing up, accessing, downloading or using the Applications, you are agreeing to be bound by the terms and conditions of this Agreement.

1.3. This Agreement is a legal agreement between you (either an individual or a single entity) and nowhere Group Ltd (‘nowhere’) and it governs your use of the Applications made available to you by nowhere.

1.4. By joining, signing up, accessing or downloading the Application(s) you are agreeing to the terms of this Licence which bind you.

1.5. If you do not agree to the terms of this Agreement, do not join, sign up, access, download or use the Applications.

1.6. The Applications are Licenced, not sold, to you by nowhere for use strictly in accordance with the terms of this Agreement. We, or our licensors, remain the owner of the Application(s) at all times.

2. License

2.1. nowhere grants you a revocable, non-exclusive, non-transferable, limited Licence to download, install and use the Applications solely for your internal business operations strictly in accordance with the terms of this Agreement.

2.2. Neither this Agreement, nor the availability of any information, data or other content in the Applications shall be construed to grant you a license to any other copyrighted material owned by nowhere or any nowhere trademark, service mark, logo, trade name, trade dress, or slogan. You agree not to use the Applications to:

2.2.1. create, design, develop, enhance, produce, sell, license, promote, market, or distribute any material, software, or content that is intended for any use other than use with nowhere’s Applications;

2.2.2. recreate the features or functionality of nowhere’s Applications

2.2.3. No other licenses are granted to you by nowhere under this Agreement.

3. Restrictions

3.1. You agree to, and you will not permit others to:

3.1.1. Licence, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

3.1.2. Submit false data or allow any third party to submit feedback data on your behalf.

3.1.3. Copy or use the Application for any purpose other than as permitted under the above section ‘Licence’.

3.1.4. Modify, duplicate, make derivative works of, frame, mirror, republish, download, display or distribute all or any portion of the Software or Services.

3.1.5. Attempt to de-compile, disassemble, decrypt, reverse compile or reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application(s).

3.1.6. access all or any part of the Application(s) or Documents to build a product or service which competes with the Application(s).

3.1.7. Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of nowhere or its affiliates, partners, suppliers or the licensors of the Application.

3.1.8. Attempt to obtain, or assist third parties in obtaining, access to Application(s) or Documents other than provided under this licence.

3.2. You agree to, and you will not permit others to:

3.2.1. distribute or transmit to nowhere any viruses or vulnerability and shall implement appropriate policies to prevent such distributions or transmissions.

3.2.3. and nowhere reserves the right to disable your access to the Application(s) for the duration of time that the breach remains unremedied.

4. Intellectual Property Rights

4.1. You acknowledge that all intellectual property rights in the Application(s) anywhere in the world belong to nowhere or their licensors, that rights in the Application(s) and Documents are licensed (not sold) to you, and that you have no right to use them in accordance with the terms of this Licence.

4.2. You acknowledge that you have no right to have access in any Application(s) in source code form.

5. Your Suggestions

5.1. Any feedback, comments, ideas, improvements or suggestions (collectively ‘Suggestions’) provided by you to nowhere with respect to the Application shall remain the sole and exclusive property of nowhere.

5.2. nowhere shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purposes and in any way without credit or any compensation to you.

6. Modifications to Application

6.1. nowhere reserves the right to modify, suspend or discontinue, temporarily or permanently the Application or any service to which it connects, with or without notice and without liability to you.

7. Updates to Application

7.1. nowhere may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (‘Updates’).

7.2. Updates may modify or delete certain features and/or functionalities of the Application. You agree that nowhere has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

7.3. You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

8. Third-Party Services

8.1. The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (‘Third-Party Services’).

8.2. You acknowledge and agree that nowhere shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright, compliance, legality, decency, quality or any other aspect thereof. nowhere does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

8.3. Third-Party Services and links thereto are provided solely as a convenience to you -access and use them entirely at your own risk as separate terms and conditions apply.

9. Privacy Notice

9.1. nowhere collects, stores, maintains, and shares information about you in accordance with its Privacy Notice, which is available at www.now-here.com/legals/privacy. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Privacy Notice.

10. Terms and Termination

10.1. This agreement shall remain in effect until terminated by you or nowhere.

10.2. nowhere may, in its sole discretion, at any time and for no reason, suspend or terminate this Agreement without prior notice.

10.3. This Agreement will terminate immediately, without prior notice from nowhere, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your desktop.

10.4. Upon termination of this Agreement, all rights granted to you under this licence shall cease, you shall cease all use of the Application and immediately and permanently delete or disable all copies of the Application from your mobile device, or from your desktop or any other equipment that the Application(s) have been used or stored on.

10.5. Termination of this Agreement will not limit any of nowhere’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

11. Indemnification

11.1. You agree to indemnify and hold nowhere and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including any reasonable lawyer’s fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

12. No Warranties

12.1. The Application is provided to you ‘AS IS’ and ‘AS AVAILABLE’ and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, nowhere, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, nowhere provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

12.2. Without limiting the foregoing, neither nowhere nor any nowhere provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of nowhere are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

12.3. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

13. Limitation of Liability

13.1. You accept responsibility for the selection of the Services to achieve your intended result and acknowledge that the Application(s) have not been developed or designed to include any particular cybersecurity requirements you might be subject to, or any regulated activity that you might be engaged in. If you use the Application(s) for any regulated activity you agree to comply with any requirements that apply to such regulated activity from time to time and you shall defend, indemnity and hold nowhere harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this clause.

13.2. nowhere only supply the Application(s) for internal use by your business, and you agree not to use the Application(s) for any resale purposes.

13.3. Notwithstanding any damages that you might incur, the entire liability of nowhere and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Application.

13.4. To the maximum extent permitted by applicable law, in no event shall nowhere or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if nowhere or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

13.5. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

14. Events outside our control

14.1. nowhere will not be liable or responsible for any failure to perform, or delay in performance of, any obligations under this Licence that is caused by an Event Outside of nowhere’s control.

14.2. For this purposes of clause 14.1, ‘Event Outside Of nowhere’s control’ means any act or event beyond their reasonable control, including without limitation any failure of public or private telecommunications networks.

14.3. If an Event Outside of nowhere’s control takes place that affects the performance of their obligations under this Licence:

14.3.1. nowhere’s obligations under this Licence will be suspended and the time for performance of their obligations will be extended for the duration of the Event outside of nowhere’s control; and

14.3.2. nowhere will use reasonable endeavours to find a solution by which their obligations under this Licence may be performed.

15. Severability

15.1. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

16. Waiver

16.1. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

17. Amendments to this Agreement

17.1. nowhere reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

17.2. By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.

18. Governing Law

18.1. The laws of United Kingdom, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

19. Contact Information

19.1. If you have any questions about this Agreement, please contact us at support@now-here.com.

20. Entire Agreement

20.1. The Agreement constitutes the entire agreement between you and nowhere regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and nowhere.

20.2. You may be subject to additional terms and conditions that apply when you use or purchase other nowhere services, which nowhere will provide to you at the time of such use or purchase.