End User Licence Agreement

INTRODUCTION
These terms of use apply to the use of this and other hivve websites. They essentially say that you must behave appropriately and responsibly whilst using the hivve websites. The hivve Privacy Policy sets out how we use data relating to you and it forms a part of these terms of use. Our privacy policy can be found on our website here. These terms were last updated on 8th February 2023.

HIVVE GROUP LTD ("hivve") IS WILLING TO PROVIDE ACCESS TO THE TOOL CURRENTLY MARKETED AS THE ImpactTracker TO YOU ON THE TERMS OF THIS END USER LICENCE AGREEMENT (THE "EULA"). YOU MUST READ THIS EULA CAREFULLY BEFORE USING THEIMPACTTRACKER. THIS EULA CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND HIVVE(EACH A "Party" AND TOGETHER THE "Parties"). BY CLICKING 'I AGREE', USING THE IMPACTTRACKER OR OTHERWISE INDICATING AGREEMENT ELECTRONICALLY, YOU AGREE TO THIS EULA. IF YOU DO NOT AGREE TO THIS EULA, YOU SHOULD NOT CLICK 'I AGREE' AND/OR SHOULD IMMEDIATELY MAKE NO FURTHER USE OF THE IMPACTTRACKER.

INTERPRETATION
1. The following definitions apply to this EULA:
  “hivve”: HIVVE GROUP LTD
  “Intellectual Property Rights”: all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
  “Licence”: the licence granted under clause 3.1.
  “LSA”: the Licence and Services Agreement to which this End User Licence Agreement relates.
  “ImpactTracker": hivve’s proprietary software application currently marketed as the 'ImpactTracker’, as well as any updates to it and any new versions which are made generally available by hivve from time to time. The ImpactTracker is a cloud hosted research management system with a customised user interface which enables Third Party Content to be collected, organised and analysed for the purposes of evaluating the impact of a project on an organisation.
  “Third Party Content”: shall mean any content of a third party, which is collected, organised or analysed by your use of the ImpactTracker, including all text, images, graphics, pictures, numbers, or any other content or material that you submit, upload or make accessible to the ImpactTracker.
2. A “person” includes a natural person, corporate or unincorporated body.
3. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and references to one gender are references to the other genders.
4. The words “include” and “including" (or similar) shall be deemed to have the words "without limitation" after them.
5. A reference to "writing” or "written” excludes email.
YOUR USE OF THE ImpactTracker
1. Your access to the ImpactTracker shall be limited to you. You will be allocated a username and password by hivve.
2. You shall keep your password confidential. Hivve shall not be liable for any losses or damage suffered by you due to the disclosure of any passwords.
3. Your use of the ImpactTracker shall not violate any applicable law, regulation or any terms of use applicable to the use of Third Party Content.
LICENCE OF THE IMPACTTRACKER
1. hivve hereby grants you a licence to use the ImpactTracker in accordance with the terms of this EULA (the “Licence”).
2. The Licence is revocable, non-exclusive, non-transferable and non-sublicensable.
3. The Licence is granted to you only. You shall not share the ImpactTracker with any third party.
4. You shall not use the ImpactTracker to:
  1. provide services to third parties; or
  2. build a product or service which competes with the ImpactTracker.
5. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the ImpactTracker and shall notify hivve promptly of any such unauthorised access or use.
6. hivve may modify, suspend or discontinue any part of the ImpactTracker or otherwise make any changes it considers desirable to the ImpactTracker.
7. You shall not use any taxonomy information or processes from the ImpactTracker outside of your use of the ImpactTracker.
8. You are encouraged to keep your back-up copy of any data, content or information made available to the ImpactTracker.
PROPRIETARY RIGHTS
1. hivve and/or its licensors own all Intellectual Property Rights in the ImpactTracker. Other than as expressly set out in this EULA, hivve does not grant you any Intellectual Property Rights in respect of the ImpactTracker or any other materials unless expressly provided in this EULA.
2. You may not copy, decompile, reverse engineer, modify or otherwise deal in any way with the ImpactTracker. You may not remove any proprietary notices attached to the ImpactTracker.
THIRD PARTY CONTENT
1. hivve is a mere conduit for all Third Party Content which is accessed or processed by your use of the ImpactTracker and is in no way involved with the information contained in any Third Party Content. hivve does not:
  1. initiate the transmission of Third Party Content;
  2. select the receiver of any transmitted Third Party Content; or
  3. select or modify the information contained in any Third Party Content (other than technical manipulations which take place in the course of the transmission of the Third Party Content and which do not alter the integrity of the information contained in the Third Party Content).
2. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
3. hivve may conduct analysis for its own benefit on any Third Party Content not designated as 'Confidential' on the ImpactTracker. Where any Third Party Content may contain personal data, hivve shall only undertake such further processing in accordance with applicable data protection laws. hivve shall own all Intellectual Property Rights in the product of such analysis.
4. You will indemnify, defend and hold harmless hivve, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against hivve arising out of or related in any way to either Party's use of Third Party Content in accordance with this EULA.
CONFIDENTIALITY
1. In this clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the ImpactTracker and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content created pursuant to clause 5.3). Confidential Information excludes any information which:
  1. is or becomes publicly known other than through a breach of this EULA or other obligation of confidentiality;
  2. was in the receiving Party’s lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
  4. is independently developed by the receiving Party and that independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of this EULA.
3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this EULA.
4. This clause 6 shall survive termination of this EULA for a period of 5 years.
LIMITATION OF LIABILITY
1. This clause 7 sets out hivve's entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
  1. arising under or in connection with this EULA;
  2. in respect of any use made by you of the ImpactTracker;
  3. any Third Party Content; and
  4. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
2. Except as expressly and specifically provided in this EULA you assume sole responsibility for your use of the ImpactTracker, for the results of, or conclusions drawn from, such use and for any Third Party Content.
3. The ImpactTracker is provided "as is" to the fullest extent permissible pursuant to applicable law. hivve disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the ImpactTracker, its use and the results of such use. Hivve specifically disclaims any warranty:
  1. that the ImpactTracker and its availability shall be uninterrupted or error-free;
  2. that defects shall be corrected;
  3. that there are no viruses or other harmful components;
  4. that the security methods employed shall be sufficient; or
  5. regarding correctness, accuracy, or reliability.
4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.
5. Nothing in this EULA excludes the liability of hivve:
  1. for death or personal injury caused by hivve’s negligence;
  2. for fraud or fraudulent misrepresentation; or
  3. any statutory liability not capable of limitation.
6. Subject to clause 7.5, hivve shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.
7. Subject to clause 7.5, hivve’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to £10.
DATA PROTECTION
1. In this EULA, the terms “controller”, “processor”, “data subject”, “personal data”, “process”, “processing”, “consent” and “special categories of personal data” (previously referred to as “sensitive personal data”) have the meanings ascribed to them in the General Data Protection Regulation 2016/679 (the “GDPR”).
2. Save for in relation to Clause 5.3 (as applicable), the Parties intend that hivve is a processor and only processes personal data on behalf of the controller. The controller is defined in the LSA. If personal data is provided by you to hivve, hivve shall only process such personal data on documented instructions from the controller.
3. If you provide any personal data to hivve, you shall ensure that you are entitled to do so and that Hivve may lawfully process that personal data on your behalf as envisaged under this EULA.
4. hivve shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by you, or any accidental loss, destruction or damage of such data.
TERMINATION
Hivve may terminate this EULA at any time if we reasonably suspect that you have breached any term of this EULA. You may terminate this EULA on reasonable written notice to hivve.
WAIVER
A waiver of any right under this EULA is only effective if it is in writing.
SEVERANCE
If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
ENTIRE AGREEMENT
This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.
ASSIGNMENT
You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of hivve.
THIRD PARTY RIGHTS
This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
GOVERNING LAW AND JURISDICTION
This EULA shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.