Software License Agreement

IMPORTANT – READ CAREFULLY PRIOR TO DOWNLOADING OR ORDERING ANY SOFTWARE FROM THIS WEBSITE

This License agreement (License) is a legal agreement between you (Licensee or you) and OpenGenius Limited of Tec Marina, Terra Nova Way, Penarth, CF64 1SA (Licensor, us or we) for:

BACKGROUND

(a) We are OpenGenius Limited, a company registered in England and Wales (company registration number 05653541) and our registered office is Tec Marina, Terra Nova Way, Penarth, CF64 1SA.

(b) We are the legal and beneficial owners of the Software and Documents.

(c) We license use of the Software and Document to you on the basis of the terms set out in this License. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.

OPERATING SYSTEM REQUIREMENTS: THE REQUIREMENTS FOR USE OF THIS SOFTWARE ARE SET OUT ON THE WEBSITE. PLEASE CHECK TO ENSURE THAT YOUR OPERATING SYSTEM IS CAPABLE OF SUPPORTING IT BEFORE YOU ACCEPT THIS License AND DOWNLOAD THE SOFTWARE.

IMPORTANT NOTICE TO ALL USERS:

You should print a copy of this License for future reference.

1. GRANT AND SCOPE OF License

1.1 In consideration of payment by you of the agreed License fee and you agreeing to abide by the terms of this License, we hereby grant to you a non-exclusive, non-transferable License to use the Software and the Documents in the UK on the terms of this License.

1.2 You may:

(a) download, install and use the Software for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only:

(i) on one central processing unit (CPU) if the License is a single-user License or the Software is for single use; or

(ii) if the License is a multi-user or network License, by the number of concurrent users agreed between you and us;

(b) provided you comply with the provisions in clause 2, make up to one copy of the Software for back-up purposes only;

(c) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time (“Maintenance Releases”); and

(d) use any Documents in support of the use permitted under clause 1.2 and make up to one copy of the Documents as are reasonably necessary for its lawful use.

2. RESTRICTIONS

Except as expressly set out in this License or as permitted by any local law, you undertake:

(a) not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;

(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and

(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iii) is not used to create any software which is substantially similar to the Software;

(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(f) not to provide or otherwise make available the Software in whole or in part, in any form to any person other than your employees without prior written consent from us;

(g) to comply with all applicable technology control or export laws and regulations.

3. YOUR ADDITIONAL OBLIGATIONS

3.1 You must comply with:

(a) the terms of our Ayoa Website Terms of Use Policy; AND

(b) the terms of our Ayoa Website Acceptable Use Policy

3.2 You must not:

(a) employ any mechanisms, software or scripts when using the Software;

(b) block, overwrite, modify or copy any contents of the Software or Ayoa Website; or

(c) perform any actions which impair the operability of the Software or Ayoa Website, including fair usage of the file storage and sharing of information with other users on the Ayoa Website. We may determine in our sole discretion that you are using file storage to such an extent that it is limiting resources for other users and in such instances, we reserve the rights to terminate this License.

3.3 Fair Use Policy

(a) AI Services: Your usage of AI services within the Software, should be in accordance with reasonable and fair usage practices. Excessive or abusive use of AI services, including but not limited to repetitive or automated queries, may result in limitations or restrictions on your access to these services.

(b) Board Size and Amount: In utilizing the Software, it is imperative to recognize the potential ramifications of board size and quantity on system resources. Excessive creation of large boards or a high volume of boards may significantly impede the performance and availability of the Software. Therefore, it is incumbent upon users to manage board resources judiciously. Boards that are determined to excessively strain the servers may be subject to archival or removal at our discretion. This measure is undertaken to uphold equitable access for all users.

( c) User accounts are intended for the exclusive use of the registered user and are not intended for shared access. Sharing user accounts violates the terms of service and may result in suspension or termination of the account.

4. LICENSE FEE

4.1 We offer a free version of the Software so you can ensure that it satisfies your requirements and that it is compatible with your operating systems. You may use the full version of the Software if you pay the license fee. We also offer various ‘add-on packages’ to the Software (“License Fees”).

4.2 Upon payment of the License Fee you will no longer have the right to change your mind and cancel the License and receive a refund. If you wish to cancel the License after this time then you must terminate the License in accordance with clause 10.

4.3 The License Fees are displayed on the Ayoa Website together with details of the credit and debit cards accepted (“Payment Method”). We reserve the right to amend the License Fees and acceptable Payment Methods from time to time. Where any alteration to the License Fees is due to take place we will notify you by email.

4.4 The License Fees are payable monthly or annually (depending on the option selected) in advance. You are not entitled to claim any set-off or deduction.

4.5 On registering your Ayoa account on the Ayoa Website and selecting the Software you wish to download; you authorise us to take payment for the monthly or annual License Fees at the then current rate published on the Ayoa Website using the Payment Method you have provided to us. We shall provide you with an invoice for the License Fees by email.

4.6 You must notify us immediately upon any change to your name, address and/or Payment Method.

4.7 All subscription fees stated on the website are exclusive of taxes.

4.8 If you are resident outside of the United Kingdom you may be liable to pay additional VAT and local taxes. Any applicable taxes will be added at checkout. EU VAT registered companies will have the option to enter their VAT number during payment.

4.9 Your License will be extended and renewed automatically and we shall continue to take payment of the License Fees using your selected Payment Method until you cancel it or we terminate it in accordance with the terms of this License.

4.10 If we are unable to take payment in advance from you using your chosen Payment Method we shall be entitled to suspend your access to the Software until payment is made. In addition to suspending your access to the software we may also charge you interest on the overdue License Fee payment in accordance with clause 4.11 and claim the costs from you in accordance with 4.12.

4.11 If you do not pay the License Fee to us when it is due then we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

4.12 If we incur any bank charges or other costs as a result of our attempt to take payment using your chosen Payment Method and which is rejected by your bank or other credit facility, we shall be entitled to claim those costs from you.

4.13 When a customer makes changes to their subscription, a top-up payment may be required. The customer pays the top-up payment minus any existing credit on the account. If the amount of existing credit is larger than the top-up payment, the customer will forfeit the remaining credit if the credit was gifted to the customer as part of a previous offer.

5. NEW VERSION

5.1 From time to time we may create any new version of the Software which we publicly market and offer for purchase under License in the normal course of our business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product (“New Version”).

5.2 We also reserve the right to modify the Software to add or remove features and functionalities as we deem appropriate but which shall not constitute a New Version.

6. MAINTENANCE RELEASES

6.1 From time to time we shall provide Maintenance Releases which do not constitute a New Version (“Maintenance Release”).

6.2 We shall provide you with all Maintenance Releases generally made available to our customers.

6.3 You shall install all Maintenance Releases as soon as reasonably practicable after receipt.

6.4 We warrant that the Maintenance Release will not adversely affect the then existing facilities or functions of the Software.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this License.

7.2 You acknowledge that you have no right to have access to the Software in source code form.

8. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER

8.1 You acknowledge that the Software has not been developed to meet your individual requirements and that the availability of certain features and functions may vary between the particular Software application you select and the device on which you choose to operate the Software, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.

8.2 If you are a business customer, we only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.

8.3 We shall not be liable for damage which you could have avoided by installing a Maintenance Release or by your failure to follow installation instructions or to have the minimum operational system in place.

8.4 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the License for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation; or

(f) any indirect or consequential loss or damage.

8.5 Other than the losses set out in condition 8.4 (for which we are not liable), our maximum aggregate liability under or in connection with this License whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the License Fee. This maximum cap does not apply to condition 8.6.

8.6 Nothing in this License shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

8.7 This License sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this License, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this License whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

9. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER

9.1 You acknowledge that the Software has not been developed to meet your individual requirements and that the availability of certain features and functions may vary between the particular Software application you select and the device on which you choose to operate the Software, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.

9.2 If you are a consumer, we only supply the Software and Documents for domestic and private use. You agree not to use the Software and Documents for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

9.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this License or our negligence up to the amount specified in condition 9.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the License.

9.4 We shall not be liable for damage which you could have avoided by installing a Maintenance Release or by your failure to follow installation instructions or to have the minimum operational system in place.

9.5 Our maximum aggregate liability under or in connection with this License whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the License Fee. This does not apply to the types of loss set out in condition 9.6.

9.6 Nothing in this License shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot be excluded or limited by English law.

10. TERMINATION AND CANCELATION

10.1 We may terminate this License immediately by written notice to you if you commit a material or persistent breach of this License which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. A material breach includes (but is not limited to):

(a) Failure to pay the License Fees; and

(b) Failure to comply with the additional obligations under clause 3.

10.2 You may terminate this License at any time by notifying us in writing in accordance with clause 11. You will not be entitled to a refund for any License Fees paid prior to the date of termination unless:

(a) We have suspended supply of the Software for technical reasons or you are experiencing ongoing technical problems with the Software which we are unable to fix within a reasonable period of time;

(b) We have told you about an upcoming change to our Software, as provided in clause 5.2 and you do not wish to proceed; and

(c) We have told you about an error in the price or description of the Software and you do not wish to proceed.

10.3 You can cancel your plan at any time. Your cancellation will take place at your next renewal date. If you cancel your plan before the next renewal cycle, you will retain access to your license until the end of your subscription period. We will send a reminder via email five days before your subscription is due to renew. It is your responsibility to ensure the email address registered to the account is up to date. If you wish to cancel your subscription plan, you can do so ahead of the renewal date in your account settings (https://account.ayoa.com/subscription) or by contacting us here. Please allow plenty of time for cancellation before your subscription is due to renew.

10.4 For the avoidance of doubt, Maintenance Releases and Software modifications under clause 5.2 shall not constitute termination of the License.

10.5 Upon termination for any reason:

(a) all rights granted to you under this License shall cease;

(b) you must immediately cease all activities authorised by this License;

(c) you must immediately pay to us any sums due to us under this License; and

(d) you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

11. COMMUNICATIONS BETWEEN US

11.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this License requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to OpenGenius Limited at Tec Marina, Terra Nova Way, Penarth, CF64 1SA or send an email here. We will confirm receipt of this by contacting you in writing, normally by e-mail.

11.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us when you register your Ayoa account for the Software.

11.3 If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

12. EVENTS OUTSIDE OUR CONTROL

12.1 We cannot guarantee continual availability of the Ayoa Software. We shall nonetheless endeavour to keep interruptions to a minimum but we may have to temporarily suspend access to the Software to deal with technical problems or make minor technical changes. We will use reasonable endeavours to restore access to the Ayoa Software with minimal delay but will not accept liability for any lost, corrupted or destroyed data as a result of any suspension or interruption.

12.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this License that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 12.3.

12.3 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications and internet networks.

12.4 If an Event Outside Our Control takes place that affects the performance of our obligations under this License:

(a) our obligations under this License will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this License may be performed despite the Event Outside Our Control.

13. HOW WE MAY USE YOUR PERSONAL INFORMATION

We will use your personal information as set out in our privacy policy.

14. OTHER IMPORTANT TERMS

14.1 We may transfer our rights and obligations under this License to another organisation, but this will not affect your rights or our obligations under this License.

14.2 You may only transfer your rights or your obligations under this License to another person if we agree in writing.

14.3 If you are a business customer, this License and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this License or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this License or any document expressly referred to in it.

14.4 If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

14.5 Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

14.6 If you are a consumer, please note that this License, its subject matter and its formation, are governed by English and Welsh law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

14.7 If you are a business customer, this License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English and Welsh law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

14.8 Ayoa utilizes third-party services for the provision of Ai-generated content. By using this feature the user agrees that the results generated are computer-generated, and may, on rare occasions contain harmful material. The user accepts the use of Ai-generated responses at their own risk. The user also accepts and understands that these are add-on services to the main Ayoa product and are provided by third-party companies. Ayoa reserves the right to terminate these services at any time, for whatever reason, without notice. No refund or credit notes would result from the removal of any such services.

15. TEAM SUBSCRIPTIONS

The admin is the subscription holder of any team subscription of 2 and above members. A team member is a user that accepts an invitation to a team account. On acceptance of a team invite, the team member agrees that the admin(s) are the authorized representatives of the user and that any decisions made by any admin will be deemed as a decision or action of the user;

(a) Any boards or content created in the team members’ accounts will be deemed the property of the admin.

(b) An admin may remove team members from the subscription, remove access to the team member’s account, change email or passwords of the team member’s account, delete the team member’s accounts and access any content the team member has created to delete or redistribute it to other team members without the team member’s confirmation.

If you do not consent, do not accept a team invite.

16. SERVICE LEVEL AGREEMENT (SLA)

16.1 Customer Support in Ayoa Scope: This SLA outlines the terms and conditions governing the provision of customer support services for Ayoa users and prospective customers.

16.2 First responses to customer inquiries will be provided within 72 hours during the working hours of 9:00 am to 4:00 pm, Monday to Friday, excluding public holidays.

16.3 Our standard resolution time for tickets is within 7 working days, however this will vary depending on the complexity of the inquiry.

16.4 Customers will be notified their ticket will take more than 7 working days to resolve. Further communication regarding the expected resolution time frame will be provided to the customer.

16.5 This SLA does not cover issues caused by factors outside the control of Ayoa, such as third-party services or acts of nature.

16.6 Planned downtime by the Ayoa Team will be communicated to the customer in advance by email at minimum 48 hours notice, we will endeavour to provide up to 7 days notice wherever possible.

16.7 Unexpected service interruptions or outages will be communicated ASAP by channels available at that time ( email, social media, homepage) ASAP. Please see 12. Events Outside Our Control.

16.8 This SLA is subject to periodic review and may be amended by Ayoa with reasonable notice to customers.