END USER LICENSE AGREEMENT – TERMS & CONDITIONS

PLEASE READ CAREFULLY

By accessing or otherwise using all or any portion of the software you acknowledge that you have read this license, understood it, and agree to be bound by all the terms and conditions contained within this license agreement.

This End User License Agreement (“EULA”) constitutes a legal agreement between you ("User" - either an individual or other singly entity, whether or not incorporated) and Clarion International Limited ("Clarion") for the Clarion Online Audit Management System accompanying this EULA, which includes computer software, a username and password (“Login ID Code”), associated material and documentation in whatever format ("Software"). By choosing to use the Software, you agree to be bound by the terms of this EULA.

You agree that this Agreement is enforceable in the same way as any other written agreement signed by you.

If you do NOT agree to the terms of this license Agreement, do NOT use the Software and you must promptly delete every copy of the Software and Login ID Code from your computer(s) and destroy any material, physical or otherwise, containing the Login ID Code or any matter relating to the Software.

Any third party software, provided with the Software is included for use at your option. If you choose to use such third party software, then such use shall be governed by such third party's license agreement. Clarion is not responsible for any third party's software and shall have no liability whatsoever to you or any other person in connection with your use of third party software.

1. GRANT OF LICENSE. This EULA grants you the following rights:
a) the Software and any related documentation is licensed, not sold by Clarion to you. Clarion grants to you a non-exclusive license to use the Software and related documentation for the purposes described in the documentation, subject to the terms and restrictions set forth in this EULA. By accessing or otherwise using the Software you agree to be bound by all the terms of this EULA;
b) up to 10 concurrent users/clients at any one time;
c) you may purchase additional concurrent user/client licenses in blocks of 10 users.

2. RESTRICTIONS: You may not:
a) permit other individuals or entities to use the Software except under the terms set out in this EULA;
b) modify, reverse engineer, reverse compile, or disassemble the Software;
c) run the Software under a debugger or similar tool allowing you to inspect the inner workings of the Software;
d) copy the Software (except for back-up or archival purposes);
e) rent, lease, distribute, sublicense or lend the Software;
f) remove any proprietary notices or labels on the Software;
g) separate the component parts of the Software for use on more than one computer; and
h) reveal the Login ID Code to any other person(s) or entity(ies).

3. LIMITATIONS:
a) Without prejudice to any other rights, Clarion may terminate this EULA if you fail to comply with any of the terms and conditions of this EULA. In such event, you must destroy all copies of the Software, all of its component parts, and any related documentation.
b) This EULA does not grant you any rights in relation to patents, copyrights, trade secrets, trademarks, or any other rights in respect of the Software and the related documentation.
c) No license is granted to you in the human readable code of the Software (source code).
d) Any purchasing or other general terms and conditions, which you as End-user may wish to apply, shall not be acceptable, unless these are expressly accepted in writing by Clarion.
e) While the Software has been developed with great care, no warranty, express or implied is given that the Software is error free.
f) The Software is not fault tolerant and is not designed or intended for use in any critical or hazardous environment requiring fail-safe performance particularly where failure could lead directly or indirectly to death, personal injury or physical or environmental damage.
g) The Software at all times remains the exclusive property of Clarion.
h) Any Licensee who complies fully with all the terms of this EULA is accordingly entitled to use it in accordance with the terms of this EULA.
i) You must not give copies of the Software or your Login ID Code key to other person(s) or entity(ies).

4. LIABILITY AND CONSEQUENTIAL DAMAGES. In no event shall a Clarion, or its suppliers be liable in any respect whatsoever to you or any other party for any costs including damage, special or consequential, loss of data, data being rendered inaccurate, loss of profits or revenue, or interruption of business in any way arising out of or related to the use, or inability to use, the Software and/or documentation, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of Clarion, or its suppliers, have been advised of the possibility of such damages. In the event of any loss being suffered in connection with the use of the Software and/or related documentation the entire liability of Clarion, its suppliers, under this Agreement (or otherwise) shall be limited to the amount actually paid to Clarion for the Software.

5. COPYRIGHT. All title and copyrights in and relating to the Software and documentation are owned by Clarion or its suppliers. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software and any copies that you are authorized by Clarion to make are the intellectual property of and are owned by Clarion or its suppliers. The structure, organisation and code of the Software constitute valuable trade secrets and confidential information of Clarion or its suppliers.
Trademarks shall only be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. This EULA does not grant you any intellectual property rights in the Software and related documentation.

6. LIMITED WARRANTY. Clarion warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt by you of the Software and related documentation. Any implied warranties relating to the Software and/or the documentation, if any, are also limited to ninety (90) days from the date of receipt by you of the Software and related documentation. The date of receipt by you shall be deemed to be two (2) days after the date when Clarion has despatched the Login ID Code to you, or the date on which you access the Software from the web site.

7. NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Clarion and its suppliers disclaim all other representations, warranties, conditions or other terms, either express or implied, including, but not limited to implied warranties and/or conditions of merchantability and fitness for a particular purpose, with regard to the Software and the accompanying documentation.

8. CUSTOMER REMEDIES. Clarion and its suppliers' entire liability and your exclusive remedy shall be, at Clarion 's option, either (a) return of the price paid, or (b) repair or replacement of the Software that does not meet this Limited Warranty and provided the allegedly defective Software and/or documentation is returned to Clarion with a copy of your receipt for any monies paid to Clarion in respect thereof. This Limited Warranty is void if failure of the Software has resulted from actions by you including accidental damage, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period.

9. PRODUCT SUPPORT. Telephone support for the Software is included in the cost of the License Agreement. Emails may be sent to Clarion with questions concerning the Software. Clarion does not guarantee that it will answer any such questions.

10. DELIVERY AND INSTALLATION. The User may access the Software and related documentation from Clarion's web site.

11. PRICING. Pricing and availability is subject to change without prior notice. The User can request the most recent pricing information by emailing us at info@clarionltd.com.

12. NEW VERSIONS. Clarion shall, at its sole discretion, bring out new versions and/or new releases of the Software, to which the User shall have no claim. The terms and conditions of this EULA shall apply equally to new versions and/or new releases. Clarion reserves the right to charge an upgrade fee in the case of new enhancements or additions to the Software. The User has no obligation to upgrade to the new version.

13. COMPLIANCE WITH EULA. By acceptance of this EULA, you agree that upon the written request of Clarion or its duly authorised representative, you will within thirty (30) days of such request fully document and certify that use of any and all Software at the time of the request is being used in conformity with this EULA from Clarion.

14. PERSONAL INFORMATION AND PRIVACY. Any personal information that you provide to Clarion is governed by the Clarion Privacy Policy shown on its web site.
Your election to use the Software indicates your acceptance of the terms of the Clarion Privacy Policy, so please review it carefully. To summarize key terms of the Clarion Privacy Policy: information collected during product purchase, and subsequent activities will be stored locally on a personal computer or Clarion servers and sent to and from such servers as part of routine communications. Clarion uses this information to:
a) Verify access rights to the software.
b) To provide you with information about products, services, news and events.
c) To allow you to purchase and download products and services.
d) To provide you with advertising, promotions and special offers Clarion considers may be of interest to you.
g) To better understand how Clarion products are used, patterns of usage and what types of content and services are most popular with users of Clarion products and services.

15. EMAIL NOTIFICATION. To let you know what new Content and Services are available from time to time, Clarion may send you information by email describing the latest Content and how to get access to the Content. You agree Clarion may send such email to the address you provide.

16. TERMINATION. This EULA will automatically terminate if you fail to comply with any term in the EULA. No notice shall be required from Clarion to effect such termination. The term of this EULA shall be a minimum of 36 months (as specified on the Order Form). You may terminate this EULA at any time after the initial term of 36 months by giving six (6) months notice in writing to Clarion of termination. You may terminate this EULA within the initial term of 36 months by paying the total value of the EULA (i.e. the total value of monthly payments outstanding of the initial 36 months term). Upon any termination of this EULA, you shall immediately discontinue use of the Software and shall immediately delete the Software from your computer or server and either return to Clarion or destroy all related documentation. Your obligation to pay accrued charges and fees shall survive any termination of this EULA.

17. COMPLETE AGREEMENT. This EULA constitutes the complete agreement between the parties, notwithstanding any variance on any purchase order or other written instrument submitted by the User, whether formally rejected by Clarion or not and supersedes all other or prior understandings, purchase orders, agreements and arrangements. The acceptance of any purchase order by Clarion is expressly made conditional on your acceptance of the terms set forth in this EULA. The terms and conditions contained in this EULA may not be modified, except by the written agreement of Clarion.

18. GENERAL PROVISIONS. If any part of this EULA is determined to be void and/or unenforceable for any reason, such determination will not affect the validity of the remainder of this EULA, which shall remain valid and enforceable in all other respects.

19. JURISDICTION. This EULA is governed by the laws of England and any disputes arising shall be dealt with by the English courts.

20. CONTACT. Should you have any questions concerning this EULA, or if you desire to contact Clarion for any other reason, please refer to the address provided on Clarion 's web site.

 

PRIVACY POLICY

Introduction
This is the Privacy Policy of Clarion International Limited (Clarion).
The purpose of this Privacy Policy is to tell you how we process and deal with Personal Information you provide to us. In particular:
- how we use it
- to whom we disclose it
- how we protect it
- how to rectify it.
Information collected by Clarion is governed by this privacy policy. Clarion does not use your personal information for purposes incompatible with those listed here. Clarion does not sell, rent, or share your personal information with third parties, unless you specifically consent to it.

What Personal Information Does Clarion Collect?
When you make an enquiry or access the Software, we may collect basic information, such as;
- name
- addresses (postal, email, web)
- other contact details
- particulars of the computer system that our Software is used on.
When you place an order, we additionally collect payment information and assign a registration number. The organisation that hosts our web servers automatically logs your IP address (your internet address) and browser type when you visit our website.

How Does Clarion Use Your Personal Information?
Clarion uses your personal information to:
- deliver and invoice Clarion Products and Services.
- verify access rights to our Software.
- determine if you meet the minimum system requirements to use our products.
- ask you to participate in surveys about products, services, news and events.
- offer you product upgrades to purchase.
- provide you with content, services, training and instructions.
- provide you with targeted advertising, promotions, and special offers.
- better understand, on an aggregated basis, how our products are used and what content is popular.
- process or administer the products or services you have ordered and to monitor for infringements of intellectual property rights.
- monitor usage of our web site for customer profiling purposes.

Disclosure to Third Parties of Personal Information
At times, we disclose relevant information about customers to our contractors in order for them to provide specific services to Clarion. Clarion contractors are bound by strict contractual terms to keep such information strictly confidential and to use such information solely on behalf of Clarion.
The Clarion web site may contain links to other web sites and products. Clarion is not responsible for the privacy practices or the content of such web sites or products. Please visit the privacy policies of these third party sites in order to understand their privacy and data collection policies.

Emails From Clarion
Ordering a product or service allows you to tell us how or whether you want Clarion to communicate with you. Generally, we send emails to you about our products and special offers. During registration, you may decide not to receive emails from Clarion. You may also halt receiving emails from Clarion by sending an email to info@clarionltd.com with "unsubscribe" in the title. However, we reserve the right to continue to send you emails about products you have purchased, concerning upgrades, faults discovered and other critical technical issues relating to a Clarion product or service.

How Does Clarion Protect Your Personal Information?
We take appropriate precautions to protect Personal Information from loss, misuse, unauthorised access or disclosure, alteration or destruction. Some sensitive information is encrypted to help prevent unauthorised disclosure.

Use of Cookies
Like other web sites, we may use cookies to provide you with a tailored experience when visiting our web sites. We may also use cookies to understand traffic patterns on Clarion web sites and to authorise access to certain content and product features. We treat any personal information that may be contained in cookies with the same level of confidentiality as other information you provide to us.

Clarion does not require that you accept cookies, however, some functionality on our web sites may be disabled if you decline to accept cookies. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether or not to accept it.

How To Update Your Personal Information
For reasons of security, Clarion does not store your personal information on its web site(s). To update your personal information, please send an email to Clarion detailing the changes to be made.

Changes to our Privacy Policy
We reserve the right to revise this Privacy Policy, without notice, in order to keep it up to date with Clarion products, services and web pages. You should view these terms and conditions each time you visit our website. Changes are denoted with a date for a limited time.

Complaints
If you have questions about the privacy aspects of our products or services or would like to make a complaint, please use the Contact page of this web site.