Terms & Conditions
END USER LICENCE AGREEMENT
AGREED TERMS
This End User Licence Agreement (“Agreement”) is entered into between Linq Legal (referred to as “Licensor,” “We,” or “Us”) and the authorized user of the NXT LEDGER solution (referred to as “Licensee,” “You,” or “Your”). This Agreement governs Your use of the NXT LEDGER solution (hereinafter referred to as “Software”).
1. GRANT AND SCOPE OF TERMS OF USE, MINOR CHANGES, UPDATES.
1.1 Grant of Licence: Subject to Your compliance with the terms and conditions of this Agreement, We grant You a limited, non-exclusive, non-transferable licence to use the Software for Your internal business purposes.
1.2 Scope: This Agreement applies to Your use of the Software and any related updates or modifications provided by Us.
1.3 Minor Changes and Updates: We may, from time to time, make minor changes or updates to the Software to improve its functionality or address any issues. Such changes or updates shall be subject to the terms and conditions of this Agreement.
2. RESTRICTIONS
2.1 Restrictions on Use: You hereby agree to comply with the following restrictions on the use of the NXT LEDGER Solution (“Software”), and you shall not, directly or indirectly, engage in any of the following activities without obtaining our prior written consent:
- Copy, reproduce, modify, adapt, translate, or create derivative works of the Software.
- Reverse engineer, decompile, disassemble, or otherwise attempt to determine the source code of the Software or any component thereof.
- Rent, lease, sublicense, distribute, or transfer the Software or any rights granted herein to any third party.
- Remove, alter, or obscure any proprietary notices, labels, or markings on the Software, including but not limited to copyright or trademark notices.
3. INTELLECTUAL PROPERTY RIGHTS (ACCEPTABLE USE RESTRICTIONS)
3.1 Ownership: This Agreement confirms that all intellectual property rights, including copyright, trademarks, and trade secrets, in the NXT LEDGER solution (“Software”) belong to Linq Legal Software Limited or its licensors. You are granted a limited license to use the Software, but no other rights, licenses, or interests are provided. Unauthorized actions such as reproduction, modification, reverse engineering, distribution, or transfer of the Software are strictly prohibited. Any contributions or feedback you provide are voluntary, granting us a nonexclusive license to use and incorporate them into the Software without any obligation to compensate or attribute them to you. Violation may lead to legal consequences under applicable intellectual property laws.
3.2 Acceptable Use: You are obligated to utilize the Software in strict adherence to relevant laws and regulations. It is imperative that you refrain from engaging in any activities that encroach upon the intellectual property rights of others or contravene the rights of third parties. Ensure that your usage of the Software remains compliant and respects the boundaries established by legal and regulatory frameworks.
4. LIABILITY
4.1 Limitation of Liability: In accordance with applicable law, Our liability to You or any third party for damages arising from or related to Your use of the Software is limited. This includes direct, indirect, incidental, consequential, or exemplary damages.
4.2 Indemnity: You shall undertake to indemnify, defend, and protect Us from any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or in connection with Your use of the Software or any breach of this Agreement.
5. TERMINATION
5.1 Termination: This Agreement shall continue in force until it is terminated by either party. Termination may be initiated by either party at any time by providing written notice to the other party, regardless of the reason for termination.
5.2 Effect of Termination: Upon termination of this Agreement, Your licence to use the Software shall immediately cease, and You shall uninstall and destroy or dispose all copies of the Software in Your possession or control.
6. COMMUNICATION BETWEEN US
6.1 Notices: Any notices or communications required or permitted to be given under this Agreement shall be in writing and sent to the respective party’s address as specified in this Agreement, unless otherwise designated in writing by the parties.
6.2 Governing Law: This Agreement shall be subject to and governed by the laws of the United Kingdom. Any disputes arising with this Agreement shall be exclusively resolved by the courts of the United Kingdom.
7. PERSONAL DATA
7.1 Data Processing: The processing of personal data in connection with Your use of the Software shall be governed by the provisions set forth in Schedule 1 (Data Processing Provisions) attached to this Agreement.
8. OTHER IMPORTANT TERMS
8.1 Entire Agreement: The whole and exclusive agreement between the parties is set out in this Agreement, including Schedule 1. It contains the complete range of the parties’ responsibilities and rights, and it overrides any past understandings, whether they were written or verbal.
8.2 Waiver: Any right, power, or remedy under this Agreement shall not be deemed waived by any party’s failure or lack or delay in exercising such right, power, or remedy. Any one-time or limited use of a right, power, or remedy does not preclude future or complete use of that same right, power, or remedy. Unless specifically granted in writing by the party issuing the waiver, each party’s rights and duties under this Agreement remain fully enforceable.
8.3 Severability: The overall validity and enforceability of the Agreement will not be affected by the removal of any specific provision. While any invalid, illegal, or unenforceable provision will be removed from the Agreement.
8.4 Assignment: You can’t assign or transfer this Agreement or its rights or obligations to anyone not in the Agreement without Our written consent. However, We may assign or transfer this Agreement to any affiliated entity or successor in interest without Your consent.
[SCHEDULE 1 - DATA PROCESSING PROVISIONS]
1. DEFINITIONS
The following terms shall have the meanings set forth in the below table:
Table 1: Definition of terms
| Term | Definition |
|---|---|
| Data Protection Legislation | Denotes the pertinent legal frameworks and regulations concerning the safeguarding of personal data, which are inclusive but not restricted GDPR and any associated national execution laws or directives. |
| Personal Data | Information relating any identified or identifiable natural person, processed by the Licensor as part of the Software. |
| Data Controller | It is the party that determines the purposes and means of the processing of Personal Data. |
| Data Processor | The party who handles Personal Data on behalf of the Data Controller. |
2. SERVICES
2.1 The Licensor agrees to provide the Licensee with access to the Software and related services, as stated in the End User Licence Agreement (EULA).
3. PARTIES’ OBLIGATIONS
3.1 The Licensor shall:
3.1.1 Only make copies of Personal Data to the extent reasonably necessary for the provision of the Software and related services.
3.1.2 Process Personal Data in accordance with the instructions provided by the Licensee, as set forth in the End User Licence Agreement.
3.2 The Licensor shall notify the Licensee, without any unreasonable delays, in writing of any situation or predicted development that may affect Our ability to handle Personal Data in accordance with this Schedule.
3.3 The Licensee shall:
3.3.1 Ensure that it has a valid legal basis, and complies with all applicable Data Protection Legislation, for the processing of Personal Data.
3.3.2 Provide any necessary notices to, and obtain any required consents from, data subjects in connection with the processing of Personal Data by the Licensor.
3.4 At the Licensee’s request, the Licensor shall provide a copy of all Personal Data held by the Licensor in a commonly used format.
3.5 At the Licensee’s request, the Licensor shall provide assistance to the Licensee in complying with its responsibilities under Data Protection Legislation. This includes but not limited to:
3.5.1 Assisting the Licensee in responding to data subject requests, such as access, rectification, erasure, and restriction of processing.
3.5.2 Assisting the Licensee in notifying data subjects and relevant supervisory authorities in the event of a personal data breach.
3.6 Any proposal by the Licensor to use or make available Personal Data for purposes other than those specified in this Schedule shall be subject to a prior written approval from the Licensee.
3.7 The Licensor is not liable whatsoever to determine precision, entirety, or sufficiency of any instructions or Personal Data which the Licensee may provide to the Licensor.
4. OUR EMPLOYEES
4.1 The Licensor shall ensure that its employees who have access to Personal Data understand privacy and commit their tasks with confidentiality.
5. RECORDS
5.1 The Licensor, on behalf of the Licensee, can keep records relating to the processing activities carried out, including the overview of the security measures taken, the processing categories, and any non-EEA data transfers.
6. AUDITS
6.1 The Licensee shall have the right to audit the Licensor’s compliance with its obligations under this Schedule. Such audits shall be conducted in accordance with the terms specified in the End User Licence Agreement.
7. DATA SUBJECT REQUESTS
7.1 Linq Legal Software Limited shall support the Client in adhering to its obligations to handle data subject inquiries, as much as feasible, and in compliance with the relevant Data Protection Legislation.
7.2 The Licensor shall promptly notify the Licensee of any data subject requests, complaints, or claims related to the processing of Personal Data.
8. DATA PROTECTION OFFICER
8.1 If Licensor hires a Data Protection Officer under Data Protection Legislation, it will communicate contact of such officer to the Licensee.
9. SECURITY
9.1 The Licenser shall keep committed to implementing suitable technical and organisational measures to promote the safety of Personal Data, which includes precautions against unauthorised or unlawful processing, unintentional loss, destruction, or damage.
9.2 Nxt Ledger may automatically release the urgent security fix for all clients, for all priority security support, reach at security@nxtledger.com
10. BREACH REPORTING
10.1 In the case of any personal data breaches or any complaints or claims about Personal Data processing, the Licensor shall promptly inform the Licensee of the situation.
11. RESTRICTED TRANSFERS
11.1 Any transfers of Personal Data to third parties by the Licensor shall require the prior written consent of the Licensee, and such transfers shall only be made if appropriate safeguards are in place to protect the rights of data subjects, as required by Data Protection Legislation.
12. SUB-PROCESSORS
12.1 The Licensor, on behalf of the Licensee, may process Licensee’s Personal Data by engaging sub-processors. The Licensor will engage in data processing agreements with any sub-processors to ascertain that they offer ample assurances pertaining to the application of suitable technical and organisational measures.
13. WARRANTIES
13.1 The Licensor guarantees that it will handle Personal Data in accordance with its responsibilities under the Data Protection Legislation and that it will keep the necessary security precautions in place.
14. INDEMNITY
14.1 If in any case, Licensee fails to fulfil and comply with its obligations under Data Protection Legislation or breaches any of its warranties and gets subjected to any costs, claims, damages, or expenses, Licensee agrees to hold the Licensor harmless.
15. LIMITATION OF LIABILITY
15.1 The limitations of liability set forth in the End User Licence Agreement shall apply to the obligations of the parties under this Schedule.
16. CONSEQUENCES OF TERMINATION ON YOUR DATA
16.1 The Licensor must, at the option of the Licensee, erase or return all Personal Data to the Licensee and destroy existing copies of the Personal Data upon termination or expiration of the End User Licence Agreement, unless legally obligated to retain the data for a specific length of time. The Licensor may erase the Personal Data it has in its possession if the Licensee doesn’t make a decision within a given time frame.
This Schedule 1 forms an integral part of the End User Licence Agreement between the parties.
We may change the terms of this Agreement from time to time and at our sole discretion. In the event of substantial amendments to the Agreement, we commit to providing you with a notable announcement on our Website or delivering a detailed notification to you via email. If these changes do not align with your preferences, we kindly request you refrain from further usage of the Service.
