Zero One Engineering Ltd
ZeroChassis Software Licence Agreement
Version 1.4, December 2022


ZeroChassis (the “Product”) is made available to you under the terms of this Software Licence Agreement (this “Agreement”). BY CLICKING THE “NEXT” BUTTON, OR BY INSTALLING OR USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “NEXT” BUTTON, AND DO NOT INSTALL OR USE THE PRODUCT. A copy of this Agreement is available for you to review at any time at []. It is recommended that you print or save a copy of this Licence Agreement for future reference.

1. WHO WE ARE: Zero One Engineering Ltd is a company registered in England and Wales with registration number 09820150 whose registered addresses is Manor House, 143 High Street, Honiton, England, EX14 1LJ.

2. LICENCE GRANT. Zero One Engineering Ltd grants you a non-exclusive license to use the executable code version of the Product for the licence period stated on Zero One Engineering Ltd’s invoice for the Product, or if you have a trial licence of the software, then for 30 days from the point the trial licence is activated. Your access to the Product will cease at that point. This Agreement also governs software upgrades provided by Zero One Engineering Ltd that replace and/or supplement the original Product, unless these upgrades are accompanied by a separate licence, in which case the terms of that licence will apply and govern. One copy of the Product may be used, for internal use for your business only, by one single user (“the User”). You remain responsible for the User’s use of the Product in accordance with this Agreement.

The USER MAY: (a) install the Product on another computer only if the user changes to a different workstation. In such a case the User must uninstall the software from the previous workstation; (b) install the Product on a second personal computer, such as a laptop or a home computer, only if the User is the main person to use this computer.

3. PAYMENT: Zero One Engineering Ltd will invoice you for payment of the licence fee (as notified to you) together with applicable VAT once a written request has been made to purchase a licence for the Product, and the necessary details for the invoice have been supplied to us (your business name, business address and VAT number (if applicable). You must pay on or before the due date specified on the invoice. All payments due under the Contract must be made in full without any deduction or withholding except as required by law. All payments must be made in British Pounds unless otherwise specified on the invoice. Receipts for payment will be issued at your request.

Failure to pay: If you do not pay within the period set out in the invoice, then without limiting any other right or remedy Zero One Engineering Ltd has, Zero One Engineering Ltd (a) may charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time-to-time on the amount outstanding until payment is received in full and (b) may terminate the Agreement.

4. RESTRICTIONS. YOU MAY NOT: (a) copy and distribute the Product or any portion of it; (b) sublicence, lease, rent, or transfer the Product to another; (c) cause or permit reverse engineering, disassembly, de-compilation or alteration of the whole or any part of Product in any way.

5. TERMINATION. We may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. On termination (a) you must immediately cease all activities authorised by this Agreement and (b) all provisions of this Agreement except the License Grant (Clause 2) will survive termination and continue in effect. Upon termination, you must destroy all copies of the Product.

6. INTELLECTUAL PROPERTY RIGHTS. You acknowledge that all intellectual property rights in the Product are licensed (not sold) to you, and that you have no rights in, or to, the Product other than the right to use it in accordance with the terms of this Agreement.

7. DISCLAIMER OF WARRANTY. You acknowledge that the Product has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Product meet your requirement. This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Product. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Zero One Engineering Ltd. Any condition, warranty, representation or other term concerning the supply of the Product which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8. LIMITATION OF LIABILITY. Zero One Engineering Ltd will not be liable for any indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to this agreement or the use of or inability to use the product, including without limitation damages for loss of goodwill, work stoppage, lost profits, loss of data, and computer failure or malfunction. The aggregate liability of Zero One Engineering Ltd to the User under this Agreement shall not exceed the total amount paid and payable by the User to Zero One Engineering Ltd under this Agreement. Nothing in this Agreement shall limit or exclude Zero One Engineering Ltd’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by the laws of England and Wales.

9. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between Zero One Engineering Ltd and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by the Director, or other authorised personnel, of Zero One Engineering Ltd. (b) You may not transfer your rights and obligations under this Agreement to another organisation. Zero One Engineering Ltd may transfer its rights and obligations to another organisation but this will not affect your rights or our obligations under this Agreement (c) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. (d) Under data protection legislation, Zero One Engineering Ltd is required to provide you with certain information about who it is, how it processes the personal data of those individuals who use the Product and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided on request.

10. LAW AND JURISDICTION. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement shall be subject to the exclusive jurisdiction of the English and Welsh courts.

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