End User License Agreement

PLEASE READ CAREFULLY BEFORE ACCESSING THE RISK WARDEN SERVICES:

This licence sets out how you (Licensee or you) may use:

• Risk Warden services and any data supplied with the services via https://riskwarden.com/ and app.riskwarden.com (Services).
• Any online software applications provided as part of the Services (Software).
• All content made available to the Licensee by Risk Warden from time to time which sets out a description of the Services and instructions for the use of the Services, and any templates and other content and materials used by Risk Warden to create reports and assessments (Risk Warden Content).

The Services, the Software and Risk Warden Content are provided by Risk Warden Limited, a company registered in England and Wales under company number 09590964, whose registered address is Communication House, Victoria Avenue, Camberley, Surrey, England, GU15 3HX (Risk Warden, us or we).

This licence applies where you have not purchased a subscription to the Services, Software and Risk Warden Content from us directly, but from a third party who is authorised by us to provide you with access to our Services (Risk Warden Reseller). This licence sets out how you may use the Services, Software and Risk Warden Content and applies to you in consideration of your use of the Services, Software and Risk Warden Content by virtue of your contract with the Risk Warden Reseller. It does not otherwise create any direct contract between you and Risk Warden. We do not sell the Services, Software or Risk Warden Content to you. We, or our licensors, remain the owners of the Services, Software and Risk Warden Content at all times.

IMPORTANT NOTICE:

• BY USING AND CONTINUING TO USE THE SERVICES, YOU AGREE TO THE TERMS OF THIS LICENCE AND SHALL COMPLY WITH THEM. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 5.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT USE, ACCESS OR DOWNLOAD THESE SERVICES, SOFTWARE OR RISK WARDEN CONTENT OR ANY PART OF THEM.

This licence is provided in English only. You should print a copy of this licence for future reference.

1.

Licence

1.1

The following defined terms are used in this licence:

(a)

Licensee Data: the data inputted by you (including any Users) or on your behalf (including by us or the Risk Warden Reseller), for the purpose of using or facilitating your use of the Services, Software or Risk Warden Content.

(b)

Licensee Intellectual Property: any intellectual property owned by or assigned to the Licensee prior to the date of this licence.

(c)

Report(s): the reports and assessments (i.e. risk assessment or audits of an assessable area) available when using the Services (though excluding any Risk Warden Content and any other content, template and materials made available by Risk Warden through the Services to create any assessments or reports).

(d)

Subscription: the subscription purchased by you, or on your behalf, from a Risk Warden Reseller or provided by a Risk Warden Reseller on an unpaid or free basis, in accordance with the terms of the agreement you hold with that Risk Warden Reseller, which entitle you and your Users to access and use the Services, Software and the Risk Warden Content in respect of your properties (as specified in the relevant subscription plan) in accordance with this licence.

(e)

User(s): those of your employees, agents and independent contractors who are authorised by you to use the Services, Software and Risk Warden Content in accordance with the Subscription. Viruses: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2

In consideration of you agreeing to abide by the terms of this licence and complying with the terms of your agreement with any Risk Warden Reseller, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Services (and the Software and the Risk Warden Content in connection with the Services) on the terms of this licence, solely for your internal business operations.

1.3

You shall:

(a)

provide Risk Warden with:

(i)

all necessary co-operation in relation to this licence; and

(ii)

all necessary access to such information as may be required by Risk Warden,

 

to the extent required to provide the Services, Software and Risk Warden Content including but not limited to Licensee Data, security access information and configuration services; and

(b)

without affecting your other obligations under this licence, comply with all applicable laws and regulations with respect to your activities under this licence.

1.4

You undertake that:

(a)

the maximum number of properties in respect of which your Users access and use the Services, Software and the Risk Warden Content shall not exceed the number you have purchased under the relevant Subscription from time to time;

(b)

it shall, and shall procure that the Users shall, keep confidential and not under any circumstances share passwords or access details to facilitate access to the Services, Software and Risk Warden Content with any third party (including your employees, officers, agents, contractors or independent assessors);

(c)

you shall permit Risk Warden or Risk Warden’s designated auditor to audit your use of the Services, Software and Risk Warden Content and the number of properties in respect of which you have used the Services, Software and Risk Warden Content to ensure that it does not exceed the Subscription purchased and that all Users are duly authorised;

(d)

if any audit as referred to in condition 1.4(c) reveals that the number of properties in respect of which you have used the Services, Software and Risk Warden Content exceeds the Subscription purchased or that the Services, Software or Risk Warden Content were used in any unauthorised manner, then without prejudice to Risk Warden’s other rights, Risk Warden may disable your access to the Services, Software and Risk Warden Content and Risk Warden may permanently delete or destroy any data submitted or populated by you 30 days after access to the Services, Software and Risk Warden Content was disabled;

(e)

if any audit as referred to in condition 1.4(c) reveals that the number of properties in respect of which you have used the Services, Software and Risk Warden Content exceeds the Subscription purchased, then without prejudice to Risk Warden’s other rights, you shall pay to Risk Warden an amount equal to the excess within 15 days of the date of the relevant audit; and

(f)

you shall supervise and control use of the Services, Software and Risk Warden Content and ensure they are used by your employees and representatives only in accordance with the terms of this licence.

2.

Restrictions

2.1

Except as expressly set out in this licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not, and shall procure that the Users shall not:

(a)

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services and/or Risk Warden Content (as applicable) in any form or media or by any means; or

(b)

attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;

(c)

access all or any part of the Services, Software or Risk Warden Content to build a product or service which competes with the Services, Software or the Risk Warden Content;

(d)

falsely imply or suggest any sponsorship or association with Risk Warden;

(e)

establish a link to the Services in such a way to suggest any form of association, approval or endorsement by Risk Warden of you where none exists;

(f)

use the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

(g)

the Services in any manner which interferes with or disrupts the integrity or performance of the Services or the Software;

(h)

conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Services, Software and/or Risk Warden Content. This includes using (or permitting, authorising or attempting the use of) any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Services, Software and/or Risk Warden Content;

(i)

use (or permit the use in any way of) all or any part of the Services, Software and/or Risk Warden Content in any way which is (or is capable of being) for the purpose of training algorithms or tools or otherwise used as artificial intelligence (AI) training data or which involves (or is capable of involving) any part of the Services, Software and/or Risk Warden Content being inputted into any AI applications, tools or offerings, including but not limited to generative AI tools (including large language models) or otherwise used to produce AI output;

(j)

use the Services, Software or Risk Warden Content to provide services to third parties;

(k)

license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software or Risk Warden Content available to any third party except the Users; and

(l)

attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Risk Warden Content, other than as provided under this licence.

2.2

You shall not use the Services to:

(a)

distribute or transmit to Risk Warden any Viruses;

(b)

store, access, publish, disseminate, distribute or transmit any material which:

(i)

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii)

in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(iii)

facilitates illegal activity;

(iv)

depicts sexually explicit images;

(v)

promotes unlawful violence;

(vi)

is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

(vii)

in any way breaches any applicable local, national or international law or regulation or is otherwise illegal; or

(viii)

causes damage or injury to any person or property,

 

and we reserve the right, without liability or prejudice to our other rights and obligations to you, to disable your access to the Services, Software and Risk Warden Content for the duration of time that the breach remains unremedied.

2.3

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Software and Risk Warden Content and, in the event of any such unauthorised access or use, promptly notify Risk Warden or the relevant Risk Warden Reseller.

3.

Intellectual property rights

3.1

Save in respect of Licensee Intellectual Property, you acknowledge that all intellectual property rights in the Services, Software and Risk Warden Content anywhere in the world belong to us or our licensors, that rights in the Services, Software and Risk Warden Content are licensed (not sold) to you, and that you have no rights in, or to, the Services, Software or the Risk Warden Content other than the right to use them in accordance with the terms of this licence.

3.2

You grant Risk Warden a non-exclusive, non-transferable right, without the right to grant sublicences, to incorporate and display Licensee Intellectual Property within the Services solely to facilitate your use of the Services in accordance with this licence.

3.3

We grant you a non-exclusive, worldwide, fully paid up, royalty free, perpetual licence to use and copy the Report in respect of the properties in respect of which your Users access and use the Services, Software and Risk Warden Content.

3.4

You shall defend, indemnify and hold harmless Risk Warden against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Risk Warden Content.

3.5

You shall defend, indemnify and hold harmless Risk Warden against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Risk Warden arising out of or in connection with any claim made against Risk Warden for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Licence Intellectual Property.

3.6

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

4.

LICENSEE DATA

4.1

You shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Licensee Data.

4.2

You warrant to Risk Warden that the Licensee Data will be true, complete, accurate and up to date.

4.3

You shall not, and shall procure that (i) the Authorised Users shall not; (ii) the Licensee Data does not; and (iii) your use of the Services does not:

(a)

breach the provisions of any law, statute or regulation;

(b)

the intellectual property rights or other legal rights of a third party;

(c)

include any protected health information or personally identifiable health data (HIPAA) unless agreed otherwise by Risk Warden in writing; or

(d)

give rise to any cause of action against Risk Warden.

4.4

You hereby license us to use the Licensee Data for the proper performance of the Services, including the provision of the Software and the Risk Warden Content. Further to the aforementioned, you permit the collection and analysis of Licensee Data by Risk Warden on an aggregated and anonymised basis for use by Risk Warden for its own purposes (including algorithm training, machine learning and service improvement) and only in accordance with the Risk Warden Privacy Policy.

4.5

You acknowledge and agree to the collection and analysis of the Licensee Data by Risk Warden on an aggregated and anonymised basis and only in accordance with the Risk Warden Privacy Policy.

4.6

Notwithstanding condition 5, you shall defend, indemnify, keep indemnified, and hold harmless Risk Warden, its officers, directors, employees, agents, successors and assignees at all times from and against all losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including reasonable legal fees) disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties, which are suffered or incurred by or brought or threatened against, Risk Warden, its officers, directors, employees, agents, successors and assignees, in respect of the warranty provided at condition 4.2.

4.7

You acknowledge and accept that Risk Warden has the right to use your name and/or logo and the name and/or logo of your organisation to identify you as a user of the Services, on Risk Warden’s website, marketing materials or otherwise by announcements on social media or otherwise.

5.

Limitation of liability

5.1

You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the Services, Software and Risk Warden Content have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to or any regulated activity that you may be engaged in.

5.2

We only supply the Services, Software and Risk Warden Content for internal use by your business and on “as is” basis, and you agree not to use the Services, Software or Risk Warden Content for any resale purposes.

5.3

You assume sole responsibility for results obtained from the use of the Services and the Risk Warden Content by you for your own internal business purposes, including for any conclusions drawn from such use, the undertaking of assessments and/or any resulting compliance scores and gap analysis, by you. Risk Warden shall have no liability for any damage caused by errors or omissions in any information, instructions or documents provided to Risk Warden by you or the Users in connection with the Services, or any actions taken by Risk Warden at your direction.

5.4

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 licence for:

(a)

loss of profits, business, income or revenue;

(b)

business interruption;

(c)

loss of anticipated savings;

(d)

wasted expenditure;

(e)

loss or corruption of data or information;

(f)

loss of or depletion goodwill or reputation and/or similar losses,

where any of the losses set out in condition 5.4(a) to condition 5.4(f) are direct or indirect; or

(g)

any special, indirect or consequential loss, damage, charges or expenses.

5.5

Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100 (one hundred pounds). This maximum cap does not apply to condition 5.6.

5.6

Nothing in this licence 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 law.

5.7

This licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, Software and Risk Warden Content. Except as expressly stated in this licence, 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 Services and Risk Warden Content 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.

6.

suspension

6.1

Without prejudice to its rights under condition 7, Risk Warden may suspend access to the Services to all or some of the Users within 7 days, if Risk Warden suspects that there has been any misuse of the Risk Warden Platform, Software or Risk Warden Content, or breach of this licence.

6.2

Risk Warden will notify you or the affected Users as soon as possible after suspending the Services.

7.

Termination

7.1

This licence continues for the duration of the paid for or free Subscription. This licence shall automatically terminate if the relevant Subscription fees remain unpaid 30 days of the due date for payment as notified by Risk Warden to the Risk Warden Reseller.

7.2

We may terminate this licence immediately by written notice to you if you commit a material or persistent breach of this licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

7.3

On termination for any reason:

(a)

all rights granted to you under this licence (other than the rights granted in condition 3.3) shall cease;

(b)

you must immediately cease all activities authorised by this licence; and

(c)

you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Risk Warden Content and Software then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

7.4

You may prior to termination of this licence extract the Report(s) from the Risk Warden Platform and use, and continue to use following termination of this licence, the Report(s) in accordance with the terms of this licence which shall continue to apply in respect of such Report(s). Any use of the Report(s) after termination of this licence remains subject to the terms, conditions and disclaimers set out in this licence

8.

Communications between us

8.1

We may update the terms of this licence at any time on notice to you in accordance with this condition 8. Your continued use of the Services, Software and Risk Warden Content following the deemed receipt and service of the notice under condition 8.3 shall constitute your acceptance to the terms of this licence, as varied. If you do not wish to accept the terms of the licence (as varied) you must immediately stop using and accessing the Services, Software and Risk Warden Content on the deemed receipt and service of the notice.

8.2

If we have to contact you, we will do so by email to the address provided by you or on your behalf to us in accordance with your registration of the Services.

8.3

Any notice:

(a)

given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent; and

(b)

given by you to us will be deemed received and properly served 24 hours after an email is sent to management@riskwarden.com, or three days after the date of posting of any letter to Risk Warden Limited at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ.

8.4

In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

9.

Events outside our control

9.1

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this licence, or from carrying on its business that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 9.2.

9.2

An Event Outside Our Control means any act, event, omission or accidents beyond our reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of Risk Warden or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

9.3

If an Event Outside Our Control takes place that affects the performance of our obligations under this licence our obligations under this licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

10.

How we may use your personal information

10.1

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services, Software and the Risk Warden Content and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them.

10.2

This information is provided in our Privacy Policy and it is important that you read that information.

11.

Other important terms

11.1

We may transfer our rights and obligations under this licence to another organisation, but this will not affect your rights under this licence, save that our rights and obligations under this licence will be transferred to and enforceable against the transferee organisation instead of us.

11.2

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

11.3

This licence constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

11.4

You acknowledge that in entering into this licence you do not rely on and 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 licence.

11.5

You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this licence.

11.6

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

11.7

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.8

Each of the conditions of this licence 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.

11.9

This licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.