END USER LICENCE AGREEMENT
PLEASE READ THIS END USER LICENCE AGREEMENT CAREFULLY. This End User License Agreement (“EULA”) governs your use of Periscope® (“Periscope®”) and its associated upgrades, patches, and updates and related services currently provided or which will be provided by Newgrove Ltd (“Newgrove”).

This EULA sets out the basis on which Newgrove makes Periscope® available to you (“User” or “You”) and on which You may use them. By installing or using Periscope®, You agree to accept and to be bound by this EULA. If You do not agree with this, please do not install or use Periscope®.

If You have been granted access to Periscope® by your employer, this EULA shall coexist with, and shall not supersede, any contractual relationship between Newgrove and your employer. To the extent that the provisions of this EULA conflict with any such contractual relationship, the conflicting provisions in any such contractual relationship shall govern.

Newgrove reserves the right to change, modify, add or delete articles in this EULA at any time, in accordance with the procedures described below in Section 8.

1. GRANT OF LICENSE.

1.1 Newgrove (or its licensors) grants You a non-exclusive, non-transferable, non-sublicensed, licence to use Periscope® (in whole or in part), for such time until either your employer or Newgrove terminates this EULA. You must in no event use, nor allow others to use, Periscope® or this License without obtaining a licence to do so from Newgrove. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use Periscope® on certain hardware and software. This product is licensed to you, not sold.
As applicable, certain parts of Periscope® may be using third party features, some of which are managed by third-party providers for which additional terms may apply. You must comply with such additional terms. 

1.2 You shall not, directly or indirectly (i) sell, rent out, lease, license, distribute, market, exploit Periscope® or any of its parts commercially, (ii) reverse engineer, decompile, disassemble, adapt, reproduce, or create derivate works of Periscope® (iii) remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within Periscope® and (iv) export or re-export Periscope® or any copy of adaptation in violation of any applicable laws or regulations.

1.3 While using Periscope®, You agree to comply will all applicable laws, rules and regulations. You also agree to comply with certain rules of conduct that govern Your use of Periscope® (“Rules of Conduct”), which are not meant to be exhaustive and can be modified at any time by Newgrove. In all cases, You may only use Periscope® according to anticipated use of Periscope®.
For example purposes, and without limiting Newgrove’s rights to take action against You, You may not:
a. create, use, share and/or publish by any means in relation to Periscope® any material (text, words, images, sounds, videos, etc.) which would be a breach of a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy, cracking or circulation of counterfeit software);
b. modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of Periscope®, or their accessibility to other users, or the functioning of the partner networks of Periscope®, or attempt to do any of the above;
c. transmit or propagate any virus, trojan horse, worm, corrupted file and/or similar destructive device or corrupted data in relation to Periscope®, and/or organise, participate in or be involved in any way in an attack on Newgroves servers and/or Periscope® and/or those of its service providers and partners;
d. create, supply or use alternative methods of using Periscope®, for example server emulators;
e. make inappropriate use of the help service or send untruthful reports to members of Newgrove’s personnel;
f. falsely claim to be an employee or representative of Newgrove or its partners and/or agents;
g. falsely claim an endorsement in connection with Periscope® or with Newgrove.

2. OWNERSHIP.

All title, ownership rights and intellectual property rights in and to Periscope® (including, without limitation, all text, graphics, sounds, all messages or items of information, places, diagrams, domain names and any other elements which are part of Periscope®, individually or in combination) and any and all copies thereof are owned by Newgrove or its licensors. Periscope® is protected by national and international laws, copyright treaties and conventions and other laws. Periscope® may contain certain licensed materials and, in that event, Newgrove’s licensors may protect their rights in the event of any violation of this EULA. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without Newgrove’s prior permission and, if applicable, Newgrove’s licensors and representatives. Except as expressly set forth in this EULA, all rights not granted hereunder to You are expressly reserved by Newgrove.

This License confers no title or ownership in Periscope® and should not be construed as a sale of any rights in Periscope®.

3. ACCESS TO PERISCOPE® 

a. Product Access. To use Periscope®, You must have access to an electronic communication network. The connection costs (including but not limited to mobile providers’ and/or carriers’ costs), shall be exclusively borne by You. You acknowledge that the quality of Periscope®, the response time or access to certain features may depend on the capacities of Your computer hardware, software and your electronic communication network. Newgrove may in no case be held responsible for reduced user comfort. 
b. Analytics Tools. Newgrove uses third party analytics tools to collect information concerning Your and other users’ use of Periscope®. The information collected may contain the following, without limitation: mobile device unique identity or other device identifiers and settings, carrier, operating system, localisation information, date and time spent on Periscope®, feature usage, and other similar information. 

4. CONSENT TO MONITOR.

When You are using Periscope®, Newgrove may monitor your use, information may be communicated back to Newgrove, including the name of your user account, your internet protocol (IP) address, with or without additional notice to You. 

5. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY.

You expressly acknowledge that use of Periscope® is at your own risk. To the fullest extent permissible under applicable law, Periscope® is supplied on an “as is” and “as available“ basis.  Newgrove’s licensors, and associated service providers do not make and hereby disclaim any guarantees, conditions, warranties of any kind, express, implied or statutory or other terms including as to: (a) its conformity, accuracy, currentness, completeness, reliability or security (b) its suitability for a particular use; (c) implied warranties of title, non-infringement; (d) its market value; or (e) your satisfaction. Newgrove does not warrant that Periscope® will be uninterrupted or error-free, that defects will be corrected, or that Periscope® is free of viruses or other harmful components. You assume all responsibility for selecting Periscope® to achieve your intended results, use of, and results obtained from Periscope®.

To the fullest extent permissible under applicable law, in no event will Newgrove, Newgrove’s licensors and associated service providers be liable for loss or damage suffered in connection with the use of Periscope® or any related third party service. This includes without limitation (a) all losses of any kind, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent) or otherwise, (b) direct loss; (c) accidental loss, (d) incidental loss, (e) consequential loss, and (f) indirect loss.

Notwithstanding the aforementioned limitations of liability, your sole remedy in the event of a dispute with Newgrove or its licensors and associated service providers is to cease to use Periscope®; in no event will Newgrove, its affiliates, licensors and associated service providers be liable for damages in excess of any amount your employer has paid to Newgrove for Periscope® during the twelve (12) months immediately prior to the time your cause of action arose.

Nothing in this section 5 shall affect Newgrove’s liability for death or personal injury arising from Newgrove’s negligence, for fraud or fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

For purposes of this section 5, Newgrove’s licensors and associated service providers are third party beneficiaries to the limitations of liability specified herein and they may enforce this EULA against you.

6. INDEMNITY.

You are solely responsible for any damage caused to Newgrove, its licensors and associated service providers and subcontractors, other users of Periscope® or any other individual or legal entity as a result of Your violation of this EULA.

You hereby agree to defend, indemnify and keep indemnified Newgrove and its affiliates, their licensors and associated service providers and their subcontractors against any claim or alleged claims, liabilities, losses damages and all costs (including lawyers’ fees), directly or indirectly attributable to your fault and/or resulting from (a) a violation of any provision of this EULA or (b) your use or misuse of Periscope®. Newgrove reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify Newgrove. The provisions of this Section 6 shall remain in force after termination of this EULA.

7. TERMINATION.

The EULA is effective from the date You use Periscope®, until terminated according to its terms. Newgrove (or its licensors) may terminate this EULA, at any time, for any reason. Termination by Newgrove will be effective upon (a) notice to You or (b) termination of Your Periscope® login account (if any) or (c) at the time of Newgrove’s decision to discontinue offering and/or supporting Periscope®. This EULA will terminate automatically if You fail to comply with any of the terms and conditions of this EULA. Upon termination for any reason, You must immediately cease to use Periscope®.

8. CHANGES TO THIS EULA OR TO PERISCOPE®.

Newgrove reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this EULA by clicking on the “Terms and Conditions” link located on Periscope® logon page. You are responsible for checking this EULA periodically for changes. If any future changes to this EULA are unacceptable to You or cause You to no longer be in agreement or compliance with this EULA, You may terminate this EULA in accordance with Section 7. Your continued use of Periscope® following any revision to this EULA constitutes Your complete and irrevocable acceptance of any and all such changes.

Newgrove may modify Periscope® for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimise Periscope®. You agree that Newgrove may stop to support previous versions of Periscope® upon availability of an updated version. Newgrove’s associated service providers shall have no obligation to furnish any maintenance or customer support with respect to Periscope®. Newgrove also reserves the right to amend the Rules of Conduct set out in Section 1 to place limits on the use of Periscope®.

9. MISCELLANEOUS.

9.1 Export Controls. 

Periscope® is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States and foreign agency or authority relating to Periscope® and Your use of Periscope®. Periscope® may not be re-exported, downloaded or otherwise exported to, or installed by a national or resident of, any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

9.2 Severance. 

If any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this EULA shall not be affected. If any invalid, unenforceable or illegal provision of this EULA would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable to reflect Newgrove’s initial intentions.

9.3 No Waiver. 

No failure or delay by Newgrove (or its licensors) to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Waiver of a right or remedy may be considered to have taken place only after signing of a written statement to this effect by Newgrove or by the User.

9.4 Law and Jurisdiction 

This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the EULA or its subject matter or formation (including non-contractual disputes or claims).

For any question concerning this EULA, you may contact Newgrove at the following address: support@newgrove.com

THIS EULA IS APPLICABLE ONLY TO THE EXTENT AUTHORISED BY LAW.