END USER LICENSE AGREEMENT – Accelergreat
Last updated: January 23, 2022.

This End User License Agreement (“EULA”) is made between you and Nanogunn Ltd (Company No. 13703731) registered in England and Wales, Grove House, Weston Park, Bath, England, BA1 4AN (“Nanogunn Ltd”), and governs your use of Accelergreat version 1 or later (the “Software”).

By downloading and using the Software, you agree to be bound by the terms of this EULA.

If you accept this EULA on behalf of a company or other legal entity, you warrant that you have full legal authority to accept the terms and conditions on behalf of such company or other legal entity, and to legally bind such company or other legal entity.

1 INTELLECTUAL PROPERTY
Nanogunn Ltd owns all intellectual property rights to the Software, a software library that simplifies and speeds up the writing of integration tests. You may not use the Software other than pursuant to the terms of this EULA.

2 GRANT OF LICENSE
Nanogunn Ltd grants you a non-exclusive, non-transferable, limited and revocable subscription license to access, download, install and use the Software, subject to the terms of this EULA.

You do not acquire any ownership to the Software as result of your subscription license. You are, inter alia, not entitled to sell, rent or otherwise convey the Software.

3 CONDITIONS
3.1 Free Features
A set of the Software's features are free to use ("free to use features") and do not require a paid subscription.

3.2 Paid Features
A set of the Software's features are pay to use ("pay to use features") and do require a paid subscription. Your right to use the pay to use features under this EULA is preconditioned on payment of the subscription fees as set out in Section 5 (“Payment Terms”).

3.3 Permitted Use
The Software may only be used by you, or persons in your organization, and only by the number of persons that your current subscription covers.

3.4 No Modifications
You may not make any modifications to the Software.

3.5 Not Offering The Software as a service
You may not offer the Software, or what constitutes the Software, as a service.

3.6 Confidentiality of Credentials
You must maintain the confidentiality of any credentials issued to you upon signing up for a subscription to the Software.

3.7 Nanogunn Ltd’s Corporate Name
You may not use Nanogunn Ltd’s corporate name in your marketing or otherwise without Nanogunn Ltd’s prior written approval.

4 NON-PUBLICITY
Nanogunn Ltd undertakes not to use your corporate name in marketing or otherwise without your prior written approval.

5 PAYMENT TERMS
Payment of subscription fees shall be made in advance of taking the pay to use features set out in 3.2 into use. Fees for some offers will be charged automatically upon subscription renewal as further specified for those offers.

Nanogunn Ltd may change the subscription fees in accordance with the procedure set out in Section 9 (“Changes and Acceptance”). Any change in the subscription fees will take effect at the start of a new period.

Payments are processed by a third party. Your payment is therefore subject to the current terms and conditions of that third party. The third party engaged at the time by Nanogunn Ltd to process Your payment will be advertised on https://accelergreat.net/ or otherwise specified.

6 PERSONAL DATA
Nanogunn Ltd is the data controller for the processing of personal data necessary for administrating subscriptions. All processing of personal is performed in accordance with applicable data protection or privacy laws, including the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) and Nanogunn Ltd’s privacy policy which may be found at https://accelergreat.net/privacy-policy/.

7 WARRANTY DISCLAIMER
THE SOFTWARE IS PROVIDED ON A “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. NANOGUNN LTD DOES NOT WARRANT TO RECTIFY THE SOFTWARE SHOULD IT PROVE DEFECTIVE IN ANY RESPECT, NOR WILL NANOGUNN LTD INDEMNIFY THE COSTS OF ANY CORRECTION PERFORMED BY YOU OR BY A THIRD PARTY.

8 LIMITATION OF DAMAGES
THE AGGREGATE LIABILITY OF EACH PARTY WITH RESPECT TO THIS EULA (OTHER THAN WITH RESPECT TO YOUR OBLIGATION TO PAY FEES) SHALL BE LIMITED THE FEES PAID OR OWED BY YOU DURING THE PREVIOUS SIX (6) MONTHS, OR, IN THE EVENT THAT YOUR SUBSCRIPTION PERIOD HAS NOT LASTED SIX (6) MONTHS, TO THE AMOUNT THAT WOULD HAVE BEEN PAID OR OWED FOR SUCH PERIOD GIVEN YOUR AVERAGE MONTHLY SUBSCRIPTION FEE PAID OR OWED. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NANOGUNN LTD’S NEGLIGENCE TO THE EXTENT APPLICABLE BY LAW PROHIBITING SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

9 CHANGES AND ACCEPTANCE
Nanogunn Ltd may make changes to this EULA and changes to the subscription price. Nanogunn Ltd will provide you with a notice on our website or by email in reasonable time before the changes enter into force.

Your continued use of the Software after the changes have entered into force will constitute acceptance of the changes. If you do not wish to accept the changes, you may terminate your subscription using the account dashboard on our website, effective on the date the changes have been announced to enter into force.

10 TERM
10.1 Term
This EULA applies for the duration of your subscription.

You may cancel your subscription at any time effective at the end of your current subscription period.

Nanogunn Ltd may terminate this EULA immediately if you violate any of the conditions in Section 3 (“Conditions”) or otherwise materially breach this EULA. Should Nanogunn Ltd decide to cease operations, it may terminate this EULA. In such case, at least three month’s notice will be given but you will not be entitled to a refund for any remaining subscription period.

10.2 Renewal of Subscriptions From Accelergreat.net
Your subscription will be renewed automatically unless terminated before the expiration of your current subscription period. Nanogunn Ltd may also offer subscriptions that require your explicit opt-in before renewal.

If you increase the number of users covered by your subscription, you start a new subscription period. The subscription fees attributable to your remaining subscription period before the increase will be credited on the next withdrawal or invoice.

If you decrease the number of users covered by your subscription, your change will take effect at the beginning of the next subscription period.

10.3 Survival
Terms that by their nature are intended to continue to apply shall survive termination.

11 INDEMNITY
Nanogunn Ltd will, within the limitation of liability set out in Section 8 above, indemnify and hold you harmless from any third-party claim brought against you that the Software infringes, or misappropriates any U.K. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided:

(i) use of the Software by you is in conformity with this EULA;

(ii) the infringement is not caused by modification or alteration of the Software; and/or

(iii) the infringement was not caused by a combination or use of the Software with products not supplied by Nanogunn Ltd.

Nanogunn Ltd’s indemnification obligations are contingent upon you:

(i) promptly notifying Nanogunn Ltd in writing of the claim;

(ii) granting Nanogunn Ltd sole control of the selection of counsel, defence, and settlement of the claim; and

(iii) providing Nanogunn Ltd with reasonable assistance, information and authority required for the defence and settlement of the claim.

This Section states Nanogunn Ltd’ entire liability with respect to indemnification to you and shall be your sole and exclusive remedy.

12 ENTIRE AGREEMENT
This EULA represents the complete agreement concerning your use of and subscription to the Software.

13 ASSIGNMENT
Nanogunn Ltd may assign its rights and obligations under this EULA.

You may assign your rights and obligations under this EULA only to a subsidiary or affiliate, or in connection with any sale or transfer of all or substantially all of your business or assets, and only provided that the assignee assumes all of your obligations.

14 GOVERNING LAW JURISDICTION.
The EULA, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales, and each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.