Codeweavers end user licence agreement for use of the Platform

This end-user licence agreement (“EULA”) is a legal agreement between you, the Introducer and Codeweavers Limited (a company incorporated in England and Wales, under registration number 04092394) whose registered office address is 16 & 17 Waterfront Way, Stafford, United Kingdom, ST16 2HQ (“Codeweavers”). 

Important notice: 

• By accessing the Platform (as defined below), for use of the Services, you agree to comply with the terms of the licence which shall be legally binding.  

• If you do not agree to the terms of this licence, Codeweavers will not licence the Platform to you and access is prohibited. In such circumstances, please contact:  

• Codeweavers; and 

• MotoNovo Finance Limited, a company incorporated in England and Wales with company number 11556144, whose registered office is at One Central Square, Cardiff CF10 1FS (the “Client”).  

• Codeweavers reserves the right to immediately suspend and/or terminate your access to the Platform if you breach the terms of this EULA.  

1. Limited Licence
   

   1. Under this EULA, Codeweavers will provide you a limited licence to use the Codeweavers’ web application with the ability for you and your employees to view and access certain services including, where applicable, online finance calculations and electronic submission of proposals for motor finance (“Platform”).  
      
      
   2. Access and use of the Platform is also subject to any separate agreement that: (a) Codeweavers may have with the Client; and (b) and that you may have with the Client. This Platform is NOT SOLD to you and Codeweavers shall remain the owner of the Platform at all times.  
      
      
   3. Access to the Platform is personal to you (using the individual applicable personal login and password) and must not be shared or disseminated in any way. You are responsible for the security of your access to the Platform. Please note that log-in rights may be suspended or withdrawn at any time at Codeweavers’ sole discretion where it believes that you have not complied with the terms of this clause. Nothing in this EULA shall require Codeweavers to give you notice before suspending your access to the Platform under this clause 1.3. 
      
      
   4. Codeweavers does not warrant that the Platform will be compatible with any particular device and you remain responsible for any costs associated with using a device which is compatible.  
      
      
   5. You acknowledge and accept that the Platform cannot be error-free and may contain errors.
       

2. Licence Restriction
   

   1. Without prejudice to any other rights that Codeweavers may have against you, except as expressly set out in this EULA or as permitted by applicable law, you agree: 
      
      
      1. Not to access, store, distribute, or transmit any virus during your use of the Platform; 
         
         
      2. Not to use in any way the Platform in a manner that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 
         
         
      3. Not to facilitate illegal activity through the Platform; or 
         
         
      4. Not to promote unlawful violence. 
         
         
   2. You shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties): 
      
      
      1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or 
         
         
      2. Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; 
         
         
      3. Access all or any part of the Platform in order to build a product or service which competes with the Platform or any other business of Codeweavers; 
         
         
      4. Use the Platform to provide services to third parties other than as expressly permitted in by the licence; or 
         
         
      5. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party, unless as otherwise permitted by the licence . 
         
         
   3. You shall prevent any unauthorised access to, or use of, the Platform (including but not limited to, introducing and maintaining appropriate systems or misusing the application programming interface keys) and, in the event of any such unauthorised access or use, promptly notify Codeweavers. 
      
      

3. Your Obligations 
   

   1. You shall:
       
      1. Provide Codeweavers with all necessary co-operation in relation to this EULA and provide all necessary access to such information as may be required by Codeweavers to provide access to the Platform, including security access information and configuration services; 
         
         
      2. Comply with all applicable laws and regulations with respect to its activities under this EULA;
          
      3. Carry out any responsibilities under this EULA in a timely and efficient manner; 
         
         
      4. Ensure that a privacy policy is presented at all times on your website; 
         
         
      5. Ensure that you display all relevant financial disclaimers on your website, including (but not limited to) the display of a “representative example” and details of your FCA licence. 
           
      6. Obtain and maintain all necessary licences, consents, and permissions necessary for Codeweavers, its contractors and agents to permit your use of the Platform; 
         
         
      7. Ensure that your network and systems comply with the relevant specifications provided by Codeweavers from time to time; and 
         
         
      8. Be solely responsible for procuring and maintaining its network connections, internet connectivity and telecommunications links from its systems to Codeweavers’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet. 
         
         

   2. Codeweavers reserves the right, without liability or prejudice to its other rights under this EULA or in law, to suspend and/or terminate your access to any material that breaches the provisions of clauses 2 and 3.
      
      

4. Intellectual Property Rights 
   

   
   You acknowledge that all intellectual property rights in the Platform belongs to Codeweavers and our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform other than the right to use it in accordance with the terms of this EULA. You acknowledge that you have no right to have access to the Platform in source-code form. 
    
   

5. Indemnity

    
   

   1. You acknowledge that you are solely response for any damage caused to Codeweavers, its affiliates, licensors, subcontractors or any other user which arises as a result of your breach of this EULA. 
      
      

   2. You hereby agree to indemnify and keep indemnified, Codeweavers, its affiliates, licensors and subcontractors against any claim, alleged claim, losses, damages, liability costs (including legal and other professional fees) and expenses incurred as a result of or in connection with your breach of this clause 5. 
      
      

   3. Codeweavers reserves the right to take over conduct of any claim (at its own cost) for which you have agreed to indemnify Codeweavers, and such indemnity shall remain in force after termination of this EULA. 
      
      

6. Limitation of liability 
   

   1. You agree not to use the Platform for any other commercial, business or resale purposes other than as set out in clause 1, and subject to clause 6.3, Codeweavers has no liability to you for any consequential, indirect or special losses (whether direct or indirect), including: loss of profit; loss of or corruption of data; loss of or corruption of software or systems; loss or damage to equipment; loss of savings; loss of contract; loss of use; and/or harm to reputation or loss of goodwill. 
      
      

   2. Subject to clause 6.3, Codeweavers’ maximum aggregate liability under or in connection with this EULA (including your use of the Platform) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £30.00.  
      
      

   3. Nothing in this EULA shall limit or exclude Codeweavers’ liability for: 
      
      

      1. death or personal injury resulting from our negligence;
         
         

      2. fraud or fraudulent misrepresentation; and 
         
         

      3. any other liability that cannot be excluded or limited by English law. 
         
         

7. Termination 
   

   1. Codeweavers may terminate this EULA immediately by written notice to you, where its agreement with the Client for the provision of Services expires or where the Client directs that they have terminated their relationship with you.
      
      
   2. Codeweavers may terminate this EULA immediately by written notice to you: 
      
      
      1. If you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so; or 
         
         
      2. If you breach any of the restrictions set out in clause 2 and 3.1(e) of this EULA. 
         
         
   3. On termination for any reason:
       
      
      1. All rights granted to you under this EULA shall cease; and
          
      2. You must immediately cease all activities authorised by this EULA, including your use of the Platform. 
         
         

8. Force Majeure 
   

   1. Codeweavers will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this EULA that is caused by any act or event beyond its reasonable control, including (but not limited to) the failure of public or private telecommunications networks (“Force Majeure Event”). 
      
      

   2. If a Force Majeure Event takes place that affects the performance of Codeweavers’ obligations under this EULA: 
      
      

      1. Codeweavers’ obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event; and 
         
         

      2. Codeweavers will use its reasonable endeavours to find a solution by which its obligations under this EULA may be performed despite the Force Majeure Event. 
         
         

9. Communication 
   

   1. For any queries, You may contact Codeweavers at: CW.Affiliation@coxautoinc.com   
      
      

10. General Terms 
    

    1. Codeweavers may change these terms at any time by notifying you by email or any other method of communication that Codeweavers may decide at its sole discretion.  
       
       

    2. Codeweavers may transfer its rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA. You may only transfer your rights or obligations to another person if this is mutually agreed in writing with Codeweavers.  
       
       

    3. If Codeweavers fails to insist that you perform any of your obligations under this EULA, or if it does not enforce its rights against you, or if it delays in doing so, that will not mean that Codeweavers has waived its rights against you and will not mean that you do not have to comply with those obligations. If Codeweavers does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you. 
       
       

    4. Each of the conditions of this EULA 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. 
       
       

    5. Nothing in this Agreement confers or is intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
       
       

    6. This EULA is governed by, and to be construed in accordance with, the laws of England and Wales. The English courts shall have exclusive jurisdiction over any disputes arising from this EULA.