This licence agreement (“Licence”) is a legally binding agreement between you (being a customer of the Licensor who is party to a contract with the Licensor (“Customer”)), or end users who are employees or contractors of the Customer and who the Customer permits to use the MDR Server (“End Users”)), and Brigade Electronics Group PLC, a public limited company registered in England and Wales with company number 07107804 (‘Licensor’).  If you do not comply with the terms and conditions below, the Licensor may revoke and terminate the licence and you must then immediately cease your use of the MDR Server. 

The Licensor reserves the right to charge for the MDR Server.  If the MDR Server is, as at the date on which you first use it, made available by the Licensor without charge, or if the Licensor changes its licensing scheme, the Licensor may subsequently revoke and terminate the licence and you must then purchase a licence (if you wish to continue using the MDR Server) or immediately cease your use of the MDR Server.

The Licensor may change or replace the terms and conditions of this Licence at any time.  You must comply with the most recent version of the Licence terms and conditions (as set by the Licensor) each time you use the MDR Server.

The MDR Server includes computer software as updated from time to time, any machine-readable physical media on which the Licensor provides the MDR Server to you, and documentation. The Licensor may opt to provide the MDR Server on machine-readable physical media, or make it available for download from the internet.

The MDR Server requires a compatible operating system running on compatible computer hardware connected to the Customer’s corporate network or (if the Customer implements the MDR Server’s SaaS functionality (‘SaaS Functionality‘) the Customer’s private TCP/IP network or the public internet.  The MDR Server might be designed for specific server operating systems (such as Microsoft Windows, or selected distributions of Linux) and you are responsible for ensuring that you have installed the necessary operating system and other dependencies required by the MDR Server before you order, download, install or use the MDR Server.

1. Subject as stated above, the Licensor hereby grants to you a licence as follows:

If you are the Customer:

1. i)a non-exclusive, non-transferable and revocable licence from month to month (unless and until the licence is revoked by Licensor) to:
2.  install, implement and operate the MDR Instance strictly in accordance with this Licence;
3.  permit (1) your employees who are network and server administrators (‘Technical Users’) to use the MDR Server in accordance with the following licence relating to Technical Users, and (2) your employees and contractors who are End Users to use the MDR Server in accordance with the following licence relating to End Users;
   andfor the purpose of the Customer using and enjoying the benefit of the Original Equipment for such time as the Customer owns and operates the Original Equipment.

If you are a Technical User:

1. ii)a non-exclusive, non-transferable, revocable licence for up to the date of expiry or termination of your employment by the Customer, for the Customer to permit you to:
2.  install and implement and operate one production instance of the MDR Server (‘MDR Instance’) on any compatible computer server, provided that such computer server and the networks it forms part of are private to the Customer and shall not be accessed by any third party other than (1) the Licensor or persons appointed or authorised in writing by the Licensor in advance of them accessing the server or networks, or (2) End Users using end user devices which are end user devices controlled by and private to the Customer and which communicate with the MDR Instance via a secure connection and means of communication and which operate MDR Dashboard or any equivalent computer application that is approved by the Licensor for use in conjunction with MDR Server and/or (if the Customer implements the SaaS Functionality) any internet browser application that is approved by the Licensor for use in conjunction with the SaaS Functionality (‘End User Devices’);
3.  (if the Customer implements the SaaS Functionality) install and implement the MDR Instance with the SaaS Functionality enabled, including the API forming part of the SaaS Functionality (‘SaaS API’), provided that the Customer shall not use (and you shall not use) the SaaS API except in compliance with the End User Licence Agreement (MDR SaaS API) issued by the Licensor from time to time;
4.  configure and manage the MDR Instance (other than the SaaS API) using the configuration options and management functions built into the MDR Server including (if the Customer implements the SaaS Functionality) the configuration options and management functions relating to the SaaS Functionality (other than the SaaS API);
5.  apply to the MDR Instance the patches and other updates (if any) made available by the Licensor;
6.  configure the MDR Instance (and the server it is installed and implemented and operating on, but excepting the SaaS API) to accept secure communication from any authenticated End User Devices (up to the maximum number of End User Devices which are licensed by the Licensor);
7.  (if the Customer implements the SaaS Functionality) configure the computer server and network on which the MDR Instance is installed and operating to accept secure communication via the SaaS API from any authenticated computer server that is controlled by and private to the Customer, provided that the Customer shall not use (and you shall not use) the SaaS API except in compliance with the End User Licence Agreement (MDR SaaS API) issued by the Licensor from time to time;
8.  configure the End User Devices (up to the maximum number of End User Devices which are licensed by the Licensor) so that they are able to communicate by secure means with the MDR Instance, provided that such communication shall not use the SaaS API except in compliance with the End User Licence Agreement (MDR SaaS API) issued by the Licensor from time to time;
9.  decommission, uninstall and permanently delete the MDR Instance and the MDR Server as supplied or made available by or for the Licensor, and all copies thereof; and
10.  permanently delete the technical and user documentation made available to the Customer for use by the Customer, Technical Users and End Users;

iii) a non-exclusive, non-transferable, revocable licence for up to the duration of your employment or retention by the Customer, for the Customer to permit you to to use the MDR Server technical documentation and user documentation published by the Licensor, internally within the Customer’s business, for the purposes of the installation of MDR Server and the implementation, configuration, operation or management of the MDR Instance for the Customer’s business;

If you are an End User:

1. iv)a non-exclusive, non-transferable, revocable licencefor up to the duration of your employment (or retention as a contractor) by the Customer, for the Customer to permit you to use the End User Device provided to by the Customer to access the functionality provided by the MDR Instance via:
2.  the MDR Dashboard application installed on such End User Device;
3.  any equivalent computer application that is approved by the Licensor for use in conjunction with MDR Server and is installed on such End User Device; and/or
4.  (if the Customer implements the SaaS Functionality) any internet browser application that is approved by the Licensor for use in conjunction with the SaaS Functionality and that is installed on such End User Device;)  and
5. v)a non-exclusive, non-transferable, revocable licence for up to the duration of your employment (or retention as a contractor) by the Customer, for the Customer to permit you to use the MDR Server user documentation published by the Licensor, internally within the Customer’s business, for the purposes of your use of the MDR Instance in accordance with paragraph 1(iv) above for the Customer’s business.
6.  The Customer may cause and permit Technical Users to make one copy of the MDR Instance for back-up purposes only. You may not transfer your rights to the back-up copy. No End User may make any copy of the MDR Server or the MDR Instance.
7.  Except as expressly set out in this Licence or as permitted by any local law, you shall not (and shall not allow a third party to), without the prior written consent of the Licensor:
   

3.1. to any extent, or by any means, use, access, view or enjoy any benefit of or from the MDR Server or the MDR Instance, or any copy thereof;

3.2. to any extent, or by any means or in any form or format, use, access, view or enjoy any benefit of or from any technical documentation or user documentation relating to the MDR Server or the MDR Instance, or any copy thereof;

3.3. copy the MDR Server or the MDR Instance, except (in the case of the MDR Instance) where such copying is incidental to normal use of the MDR Instance by the Customer, or where it is necessary for the purpose of the Customer’s back-up or operational security;

3.4. use, or suffer or permit the use by any person of, any information provided by or for the Licensor, or any observations of the MDR Server or MDR Instance in operation, to create any software whose expression or function is substantially similar to that of the MDR Server or the MDR Instance, nor use (or suffer or permit the
use by any person of) any such information or observations in any manner which would be restricted by any copyright, compilation right, database right, registered trade mark, design right, patent, duty of confidence, trade secret, exercise of rights of passing off, or any similar rights or restrictions in any jurisdiction worldwide arising, subsisting or relating to the MDR Server or MDR Instance or related technical or user documentation (“IPRs”);

3.5. rent, lease, sub-licence, re-sell, distribute, loan, share, permit access to, package, combine, translate, merge, adapt, vary or modify the MDR Server or MDR Instance;

3.6. integrate, interface, interoperate or otherwise combine or use the MDR Server or the MDR Instance in conjunction with any hardware (other than Original Equipment, where applicable) or software, except with the Licensor’s prior written consent to (and in accordance with any licence terms and conditions imposed by the Licensor on) such integration, interfacing, interoperation or other combining, and except with the Licensor’s prior written approval of the relevant hardware and software as being compatible and otherwise authorised by the Licensor;

3.7. use or suffer or permit the use of the MDR Server or MDR Instance to transmit any data, information or material (including viruses and other malware as well as text, picture, sound, video or other content) that is unlawful in any jurisdiction or otherwise does not comply with any Acceptable Use Policy or requirements applied by the Licensor or any of its service providers at any time;   

3.8. exploit any vulnerabilities of the MDR Server or MDR Instance (a vulnerability being any weakness in any software or hardware components of the MDR Server or MDR Instance that, when exploited, may result in any negative impact to confidentiality, integrity, operation or availability of the MDR Server or MDR Instance or data processed by it);

3.9. assign, novate, or otherwise transfer or share the benefit or burden of this Licence in whole or in part;

3.10. allow the MDR Server or the MDR Instance to become the subject of any charge, lien or encumbrance;

3.11. deal in any other manner with any or all of your rights and obligations under this Licence;

3.12. make alterations to, or modifications of, the whole or any part of the MDR Server or the MDR Instance; or

3.13. disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the MDR Server or the MDR Instance.

4.  You acknowledge that: all IPRs in the MDR Server and the MDR Instance and related technical documentation and user documentation, throughout the world, belong to the Licensor or relevant third party licensor(s); rights in the MDR Server and MDR Instance and related technical and user documentation are licensed (not sold) to you; and you have no rights in, or to, the MDR Server or MDR Instance or technical documentation or user documentation other than the right to use it in accordance with the terms and conditions of this Licence.
5.  The Licensor may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Licence, without giving you notice.
6.  You confirm that you are acting on your own behalf and not for the benefit of any other person.
7.  The Licensor warrants that the machine-readable physical media, if any, on which the MDR Server is distributed by the Licensor are (at the time of supply), and will be for the period of 90 days after that time (“Warranty Period”), free from defects in design, material and workmanship under normal use. If a defect in the machine-readable physical media occurs during the Warranty Period, the Licensor will replace it free of charge if the Customer returns it to the Licensor with proof of purchase or lawful supply and (so far as you are able) a documented example or other evidence of such defect or error.
8. You acknowledge that the MDR Server has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure (for example, by testing or receiving a demonstration of the MDR Server before you place it into operational use), that the facilities and functions of the MDR Server meet your requirements.
9.  The MDR Server is supplied or made available ‘as is’ without any warranty that it is fit for any particular purpose. You acknowledge that the MDR Server and the MDR Instance may not be continuously available, uninterrupted or error-free in its operation, or free of bugs or other defects.  Their availability and operation may also be affected by your hardware, your other software operating on your hardware, your networks, and related services such as connectivity.  If errors, bugs or other defects arise you must conduct tests to determine the cause.  If the cause is within the MDR Server or the MDR Instance you must report the cause, together with details of your relevant tests and observations, to the Licensor.
10. Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or for liability which cannot lawfully be excluded or limited.
11. Subject to condition 10 of this Licence:

11.1. the Licensor will not be liable for any loss of profit, loss of business, loss of goodwill, loss of data, loss of anticipated savings, or loss or use, whether direct or indirect in each case, or for any indirect loss or consequential loss whatsoever and howsoever caused (even if caused by the Licensor’s negligence and/or breach of contract and even if the Licensor was advised that such loss might result); and

11.2. the Licensor’s maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to:

11.2.1. (if the MDR Server is supplied or made available to the Customer on machine-readable physical media) accepting a return of the MDR Server on the same item of physical media that it was supplied on; and

11.2.2. (in all cases) the Customer deleting (and causing all of its Technical Users who have at any time exercised any of the permissions granted in this Licence to delete) all instances, back-ups and other copies whatsoever of the MDR Server and the MDR Instance.

12. Upon the expiry or termination of the Licence, and at any time at the request of the Licensor made following such expiry or termination, you shall decommission, uninstall and
    permanently delete the MDR Server as supplied or made available by or for the Licensor, the MDR Instance, all technical documentation, all user documentation, and all copies thereof.
13. This Licence sets out the full extent of the Licensor’s obligations and liabilities in respect of the MDR Server and MDR Instance. There are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Without prejudice to the contract between the Licensor and the Customer for the supply of any electronic hardware, any condition, warranty, representation or other term concerning the supply of the MDR Server or the MDR Instance which might
    otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
14. You shall permit the Licensor to inspect and have access to any premises (and to the computer equipment located there) at or on which the MDR Server or MDR Instance is stored, installed, configured, operated, maintained or used, and have access to any records kept in connection with this Licence, for the purposes of ensuring that you are complying with the terms of this Licence, provided that the Licensor provides reasonable advance notice to you of such inspections, which shall take place at reasonable times.