End User Licence Agreement for MX

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply.

1.2 Headings do not affect interpretation. References to clauses and Schedules are to this Licence; the Schedule forms part of it.

1.3 A person includes a natural person, corporate or unincorporated body.

1.4 Terms such as “including”, “in particular” etc. are illustrative and do not limit preceding words.

2. Grant and Scope of Licence

In consideration of payment of the Subscription Fee and agreement to these terms, Majenta grants the Customer and User a non-exclusive, non-transferable licence to use MX and the Content in accordance with this Licence.

3. Use

3.1 Use is restricted to the normal business purposes of the Customer and User; no resale or other purposes.

3.2 The Customer and User shall not (nor permit a third party to):

• copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to MX or the Content;
• create software substantially similar to any part of the Content;
• rent, lease, sub-license, loan or translate MX or the Content;
• alter or combine the Content with other programs.

3.3 MX may be used only for lawful purposes. You may not:

• breach any applicable law or regulation; act unlawfully or fraudulently;
• harm or attempt to harm minors; bully, insult, intimidate or humiliate;
• send or re-use material that breaches Majenta’s Content Standards (see Schedule);
• transmit unsolicited advertising (spam) or malicious code (e.g. viruses, worms, spyware).

3.4 Keep all copies secure, maintain accurate records, and include Majenta’s copyright notice on all copies.

3.5 Majenta may monitor usage and collect data.

3.6 Majenta may suspend/restrict access for suspected breaches and may modify the Content without prior notice; continued use constitutes acceptance.

3.7 No warranty that use will be uninterrupted or error-free; no warranty as to completeness or accuracy.

3.8 The Customer and User are responsible for their choice of use and acknowledge the Content was not developed to meet individual requirements.

4. Privacy and Security

4.1 Information collected by Majenta is kept confidential and secure. Contact will only occur with consent or legitimate interest.

4.2 Opt out at gdpr@majentasolutions.com. Operational announcements may still be required.

4.3 The Customer owns uploaded data and is responsible for its legality and integrity. If loss/damage is caused by Majenta’s negligence, Majenta will use reasonable efforts to restore from the latest backup and (subject to clause 5.1(b)) cover reconstruction/reloading costs. Majenta is not responsible for loss/destruction/alteration/disclosure caused by third parties.

5. Liability

5.1 Except as in 5.2, Majenta is not liable for: special damage; loss of profits, revenue, savings, opportunity, reputation or goodwill; data loss/corruption; business interruption; indirect/consequential loss; misuse of MX/Content; inability to access/use MX; operational difficulties or interruptions; internet failures. Total liability is capped at £2000 (save for 5.2). Parties agree there is no reliance on representations not set out in this Licence.

5.2 Nothing excludes liability for death/personal injury caused by negligence, fraud/fraudulent misrepresentation, or other liability that English law does not permit to be excluded.

5.3 This Licence sets out the full extent of Majenta’s obligations; all other terms are excluded to the fullest extent permitted by law.

6. Intellectual Property Rights

6.1 Save as in 4.3, all IPR in MX and the Content belong to Majenta or its licensors. No rights other than use as licensed.

6.2 Notify Majenta of any suspected infringement.

6.3 No right to access source code.

7. Termination

7.1 Majenta may terminate immediately for material/persistent breach not remedied within 14 days of notice.

7.2 On termination: rights cease; all activities must stop; delete/remove/destroy (or return) MX/Content and certify destruction if requested.

8. Notices

Notices are deemed served immediately when posted on Majenta’s website, 24 hours after email, or three days after posting by mail. Proof consists of proper addressing and sending.

9. Events Outside Its Control

9.1–9.2 Majenta is not liable for failures caused by events beyond reasonable control (including telecom failures).

9.3 Obligations are suspended for the duration of such event; Majenta will use reasonable endeavours to find a solution.

10. Other Important Terms

10.1 Majenta may transfer rights/obligations; this does not affect rights/obligations under the Licence.

10.2 Customer transfers require Majenta’s written consent; Users may not transfer.

10.3 Entire agreement; no remedies for statements not set out here; no claims for innocent/negligent misrepresentation based on any statement in this Licence.

10.4 No waiver unless in writing; no implied waivers of later defaults.

10.5 Severability: unlawful provisions do not affect the remainder.

10.6 Governing law: England; exclusive jurisdiction of the courts of England.

SCHEDULE

Interactive Services

Majenta may provide interactive services on MX, including (without limitation):

• Chat Rooms
• Chat Bots
• Bulletin Boards
• Corporat