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Date of last revision: June 15, 2021

HqO Application – End user License Agreement

 

  1.   About this Agreement 

1.1 The terms of this Agreement (defined below) explain how you, as an Individual User (defined below), may: (i) download the HqO tenant mobile application (the “HqO App“); (ii) install the HqO App on your Device (defined below); and (iii) use the HqO App, as permitted by this Agreement. The HqO App is provided to you, by us, Legal & General, free of charge.

1.2 You should read this Agreement carefully before accessing or using the HqO App.

1.3 By downloading, installing or using the HqO App or otherwise indicating your acceptance of these terms, you:

(i) confirm that you are an Individual User (defined below) and agree, on your own behalf and on behalf of the Corporate User (defined below), to be bound by this Agreement and the documents referred to in it; and

(ii) represent and warrant that you have full authority and capacity to enter into this Agreement on your own behalf as an Individual User and on behalf of the Corporate User. 

1.4  If you do not agree with or accept any of the terms of this Agreement, you should not use the HqO App. You agree that the installation or use of the HqO App signifies that you have read, understood, and agree to be bound by this Agreement on your own behalf and on behalf of the Corporate User.

 

  1. Definitions.

“Affiliates” means Legal & General’s holding company and ultimate holding company and each of its subsidiary companies and joint ventures and its holding company’s and ultimate holding company’s subsidiary companies and joint ventures from time to time, “holding company” and “subsidiary” having the meanings given to them in section 1159 of the Companies Act 2006.

Agreement” means this End User Licence Agreement

Applicable Law” means any and all applicable rules of law, statutes, statutory instruments, directives, regulations, orders and other instruments having the force of law and any applicable codes of conduct, guidance, directions and/or determinations with which Legal & General or User (as applicable) is bound to comply.

Building” means the relevant building or part of a building in which the Corporate User has a written lease with Legal & General for space and for which the HqO App is configured.

Confidential Information” means non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information of HqO includes, without limitation, the Documentation and the HqO App, including any software code and all algorithms, methods, techniques, and processes revealed or utilised therein. Confidential Information of User includes User Data. Confidential Information of Legal & General includes the Legal & General Data. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation known to Recipient; 

or (iv) is independently developed by the Recipient without use of Confidential Information.

“Corporate User” means the legal entity that is Legal & General’s customer, whose Individual Users will receive access to the HqO App in relation to the Buidling pursuant to the terms of this Agreement.  

Data Protection Legislation” means (a) any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a party is subject, including the DPA and the GDPR (or, in the event that the UK leaves the European Union, all legislation enacted in the UK in respect of the protection of personal data); and (b) any code of practice or guidance published by the ICO or the European Data Protection Board from time to time.

Data Subject Request” means an actual or purported subject access request or notice or complaint or query from a Data Subject (or a third party acting on a Data Subject’s behalf) exercising his rights under the Data Protection Legislation.

Device” means an Android, iPhone, iPad or other mobile device

Discloser” means the party providing Confidential Information to the Recipient.

Documentation” means the then-current HqO-provided documentation relating to the features, functions, and use of the HqO App.

DPA” means the Data Protection Act 2018 and the rules and regulations made or having effect under it.

Effective Date” means the date on which the Individual User accepts this Agreement on behalf of him/herself and the Corporate User in accordance with Clause 1 above.

GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016.

HqO” means the third party licensor of the HqO App, HqO UK Limited (a company registered in England and Wales with number 13027499) whose registered office is at C/O Ince GD Corporate Services Limited, Aldgate Tower, 2 Leman Street, London E1 8QN.

HqO App” means collectively or individually the computer software programs described in the Documentation and further identified in Clause 1 of this Agreement which have been made available to Legal & General for distribution and licensing under the terms of its agreement with HqO (the “Licence Agreement”).

ICO” means the UK Information Commissioner’s Office, or any successor body which replaces it.

ICO Correspondence” means any correspondence (whether written or verbal) from the ICO in relation to the Processing of the User Data.

“Individual User” means an individual that is: (i) an employee of the Corporate User or (ii) a contractor, who, in each case, is: (a) authorised by The Corporate User to access the HqO App; (b) subject to obligations of confidentiality sufficient to protect the Confidential Information of HqO and/or Legal & General; and (c) registered in the database with a unique UserID and a unique password.

Intellectual Property Rights” means any and all copyrights, registered designs, patents, rights in databases, trade or service marks, design rights, domain names, trade secrets, know-how or other intellectual property whether registered or unregistered; applications for registration and the right to apply for registration, for any of these rights; and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world

Legal & General” means Legal & General Investment Management (Holdings) Limited (a company registered in England and Wales with number 04303322) whose registered office is at One Coleman Street, London EC2R 5AA.

Legal & General Data” means information provided, entered or uploaded for use by or with the HqO App by (or on behalf of) Legal & General and/or its Affiliates.

“Legal & General Group” means Legal & General and its Affiliates.

Licence Restriction” means any limitation on the use of the HqO App identified in this Agreement, including those specified in Clause 3(b).

Permitted Purpose” means: (i) the Corporate User’s internal business purposes; and (ii) the Individual User’s personal use of the HqO App, in each case, in relation to the relevant Building in accordance with the terms of this Agreement. 

Personal Data Breach has the meaning set out in the GDPR.

Recipient” means the party receiving Confidential Information of the Discloser.

Residual Knowledge” shall mean ideas, concepts, know-how or techniques related to the Discloser’s technology and Confidential Information that are retained in the unaided memories of the Recipient who had rightful access to Confidential Information.

Security Requirements” the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation (including, in particular, Article 5(1)(f) of the GDPR and/ or the measures set out in Article 32(1) of the GDPR (taking due account of the matters described in Article 32(2) of the GDPR)) as applicable;

 

Territory” means the United Kingdom.

Transparency Requirements” means the requirements around ensuring that processing is fair and transparent, as set out in the Data Protection Legislation (including, in particular the measures set out in Article 5(1)(a) and Articles 13 and 14 of the GDPR, as applicable).

Updates” means generally available updates, enhancements or modifications to the then-current, general release version of the HqO App that are not separately priced or licensed as new products.

User” means a Corporate User and/or an Individual User, as applicable.

“User Data” means information provided, entered or uploaded for use by or with the HqO App by the Corporate User or its Individual Users.

UserID” means a unique user identification credential used in combination with a unique password to access the HqO App.

  1. Licence. 

Subject to the terms and conditions of this Agreement, Legal & General hereby grants to the Corporate User and the Individual Users, from the Effective Date, a non-exclusive, revocable, non-transferable, limited licence (without the right to sublease or sublicense) to: (i) install the HqO App on one Device per Individual User; and (ii) access and use the HqO App, during the term of this Agreement in the Territory and solely in connection with the Permitted Purpose. Any rights not expressly granted in this Agreement are expressly reserved. For clarity, nothing in this Agreement is intended to prohibit an Individual User from installing and backing up the HqO App for another Device on which the Individual User has also agreed to this Agreement. Each instance of this Agreement that an Individual User agrees to grants that Individual User the aforementioned rights in connection with the installation, use and back-up of one copy of the HqO App on one Device. 

(a) Documentation. Corporate User may make a reasonable number of copies of the Documentation for the HqO App for its internal use in accordance with the terms of this Agreement.

(b)  Licence Restrictions on Use of the HqO App. In no event shall the Corporate User access or permit any Individual User to access the HqO App on any environment outside the hosted environment selected by HqO. In no event shall Corporate User possess or control or permit any Individual User to possess or control the HqO App or any related software code. Corporate User is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the HqO App, including by any Individual User. Except as expressly provided by this Agreement, Corporate User is prohibited from using or permitting any third party (including an Individual User) to use the HqO App to provide any services to third parties (including, without limitation, the provision of a “service bureau” service). Corporate User will not allow the HqO App to be used by, or disclose all or any part of the HqO App to, any third party, except Individual Users. The Corporate User will not, and shall procure that the Individual Users will not, export the HqO App to any jurisdiction outside the Territory. Individual Users under the age of 13 years are not permitted in addition Individual Users under the age of 18 years may only used the HqO App where they have approval from a parent or guardian. 

(c) Intellectual Property Rights Notices. User is prohibited from removing or altering any of the Intellectual Property Rights notice(s) embedded in the HqO App or that Legal & General or HqO otherwise provides with the HqO App. User must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that User makes of the Documentation. Any Legal & General Data made available to the User via the HqO App shall be subject to any additional legal notices, terms or disclaimers produced on such data.  

(d) Ownership. Use of the HqO App does not grant any ownership rights in or to the HqO App or the Documentation. User Data shall be the sole property of User and Legal & General Data shall be the sole property of Legal & General and/or its Affiliates; however, Legal & General and/or HqO may aggregate anonymous statistical data regarding use and functioning of their systems by its various Users, and all such data (none of which shall be considered User Data), will be the sole property of HqO and/or Legal & General (as the case may be).                            

  1. HqO App

(a) Hosted Environment. HqO will provide the application hosting environment, including the systems software configuration on which Legal & General supports use of the HqO App. 

(b) Updates. HqO may install, when and if generally available, Updates and neither HqO nor Legal & General guarantee the availability of the HqO App during installation of any such Updates or that the functionality of the HqO App will not be impaired during such Updates. 

(c) User Accounts. Corporate User is responsible for maintaining its own UserIDs and passwords which can be managed through the HqO App interface. Corporate User is responsible for maintaining the confidentiality of Individual User’s UserIDs and passwords and shall cause its Individual Users to maintain the confidentiality of their UserIDs and passwords. Corporate User is responsible for all uses of and activities undertaken with UserIDs registered on Corporate User’s account. Corporate User agrees to immediately notify Legal & General: (i) of any unauthorised use of Individual User’s UserIDs of which Corporate User becomes aware or any loss or authorised access to the such UserIDs, and/or (ii) if any Individual User ceases to be employed by the Corporate User or is otherwise no longer authorised to access the HqO App, so that, in each case, Legal & General can disable such persons access to the HqO App.

(d) Connectivity. Corporate User is responsible for purchasing (or ensuring that the Individual User purchases) all relevant mobile devices, equipment, software, internet services to connect to the HqO App. Corporate User shall also be responsible for ensuring that latency and available bandwidth from the Individul User’s Device or desktop to HqO’s hosted routers is adequate to meet the Individual User’s desired level of performance. If an Individual User requires a VPN or private network connection to the HqO App, the Corporate User is responsible for all costs associated with any specialised network connectivity required by Individual User.  

(e) Restrictions. Legal & General shall have no obligation to correct a problem caused by any User’s acts, omissions or negligence, any User’s equipment malfunction or other causes beyond the control of Legal & General or HqO.

(f) Individual Users. The Corporate User shall:

(i) be liable for the acts and omissions of the Individual Users as if they were its own; and

(ii) procure that each Individual User is aware of, and complies with, the obligations and restrictions imposed on the Individual User under this 
      Agreement, including all Licence Restrictions.

(iii) take all reasonable security precautions (including using up-to-date reputable malware and virus checking software) to ensure that no viruses, worms, trojan horses and/or other malicious code is uploaded to the HqO App and shall not take any action which causes, or is likely to cause, the HqO App to be interrupted or degraded. 

(g) Open Source. The HqO App may contain or be provided together with open source software. Each item of open source software is subject to its own applicable license terms, which can be found in the Documentation or the applicable help, notices, about or source files. Copyrights to the open source software are held by the respective copyright holders indicated therein. 

  1. Apple and Google-Related Terms

The parties acknowledge that this Agreement is concluded between Legal & General and the User only, and not with Apple Inc. or third parties that operate using the Android operating system, which is owned by Google Inc. (collectively, the “Marketplace Provider”), and that as between Legal & General and the Marketplace Provider, Legal & Geeral, not the Marketplace Provider, is solely responsible for the HqO App. The User may not use the HqO App in any manner that is in violation of or inconsistent with the usage rules set forth for the HqO App in, or otherwise be in conflict with, the applicable marketplace terms of service (the “App Store Terms of Service”). The User’s license to use the HqO App is limited to a non-transferable license to use the HqO App on an iOS product or Android-based product, as applicable, owned or controlled by the User, as permitted by the usage rules set forth in the App Store Terms of Service. The Marketplace Provider has no obligation whatsoever to provide any maintenance or support services with respect to the HqO App. If you have any questions, complaints or claims with respect to the HqO App, they should be directed to the HqO Customer Support at [email protected]

The Marketplace Provider is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the HqO App on an iOS product to conform to any applicable warranty, the User may notify Apple Inc., and Apple Inc. will refund the purchase price for such Hqo App to the User, if any; and, to the maximum extent permitted by applicable law, Apple Inc. will have no other warranty obligation whatsoever with respect to HqO App, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Legal & General’s sole responsibility, to the extent it cannot be disclaimed under applicable law. Legal & General and the User acknowledge that Legal & General, not the Marketplace Provider, is responsible for addressing any claims of the User or any third party relating to the HqO App or the User’s possession and/or use of the HqO App, including, but not limited to: (a) product liability claims; (b) any claim that the HqO App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. In the event of any third party claim that the HqO App or the User’s possession and/or use of the HqO App infringes that third party’s Intellectual Property Rights, as between Legal & General and the Marketplace Provider, Legal & General, not the Marketplace Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Legal & General and the User acknowledge and agree that Apple Inc., and Apple Inc.’s subsidiaries, are third party beneficiaries of this Agreement with respect to the HqO App, and that, upon the User’s acceptance of the terms and conditions of this Agreement, Apple Inc. will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the User with respect to the HqO App as a third party beneficiary thereof.

The Google Play marketplace is owned and operated by Google. The User’s use of Google Play is governed by a legal agreement between the User and Google consisting of the Google Terms of Service (found at

) and the Google Play Terms of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html). In addition, the User’s use of Google Play is subject to the Google Play Business and Program Policies (http://play.google.com/about/androiddeveloper-policies.html). The Google Play Terms of Service, Google Play Business and Program Policies, and Google Terms of Service will take precedence in that order in the event of a conflict between them, to the extent of such conflict. 

  1. Confidential Information.

(a) Confidentiality. The Confidential Information disclosed under this Agreement may be used, disclosed or reproduced only to the extent necessary to further and fulfill the purposes of this Agreement. Except as otherwise permitted under this Agreement, the Recipient will not knowingly disclose to any third party, or make any use of the Discloser’s Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than reasonable care. The non-disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Recipient’s receipt of that item; provided, however, that Corporate User’s obligations to maintain (and to procure that the Individual Users maintain) the HqO App and Documentation as confidential will survive in perpetuity. The Corporate User shall be responsible for the breach of the confidentiality terms contained in this Clause 6 by any of its directors, officers, employees, Individual Users, agents, accountants and advisors. Notwithstanding the foregoing, this Clause is not intended to prevent (a) a Recipient from using Residual Knowledge, subject to any Intellectual Property Rights of the Discloser, or (b) HqO from using aggregated data regarding the use of the HqO App to provide reports or analytics to Legal & General or to improve the performance of HqO’s products, provided such data does not contain any personally identifiable information regarding the Corporate User, its employees, customers or Individual Users. If the Recipient should receive any legal request or process in any form seeking disclosure of Discloser’s Confidential Information, or if the Recipient should be advised by counsel of any obligation to disclose such Confidential Information, the Recipient shall (if permitted by Applicable Law) provide the Discloser with prompt notice of such request or advice so that the Discloser may seek a protective order or pursue other appropriate assurance of the confidential treatment of the Confidential Information. Regardless of whether or not a protective order or other assurance is obtained, the Recipient shall furnish only that portion of the Discloser’s Confidential Information which is legally required to be furnished and to use reasonable efforts to assure that the information is maintained in confidence by the party to whom it is furnished.

(b) Notwithstanding Clause 6(a) above, Legal & General (on its own behalf and on behalf of its Affiliates) shall be entitled to divulge Confidential Information to: (i) their employees, agents, directors, officers, authorised sub-contractors, professional advisors and/or consultants (“L&G Recipients”), and/or (ii) any regulatory, supervisory or judicial body, provided that, in respect of the L&G Recipients, Legal & General shall ensure that such persons are bound to maintain the confidential nature of the Confidential Information.

  1. User Data.

(a) User Data shall at all times remain the property of the Corporate User or its licensors.

(b) Except to the extent Legal & General has direct obligations under Data Protection Legislation, the User acknowledges that Legal & General has no control over any User Data hosted as part of the provision of the HqO App and may not actively monitor or have access to the content of the User Data. The User shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the User Data and that its use (including use in connection with the HqO App) complies with all Applicable Law and does not infringe the Intellectual Property Rights of third parties. 

(c) If Legal & General becomes aware of any allegation that any User Data is being used in breach of any usage restrictions or in breach of any other part of this Agreement or Applicable Law, Legal & General shall have the right to permanently delete or otherwise remove or suspend access to any User Data which is suspected of being in breach of any of the foregoing from the HqO App and/or disclose User Data to law enforcement (in each case without the need to consult the Individual User). Where reasonably practicable and lawful Legal & General shall notify the User before taking such action.

(d) The Corporate User shall ensure that it backs up the User Data regularly and extracts it from the HqO App prior to the termination or expiry of this Agreement. Legal & General shall not be obliged to provide the Corporate User with any assistance extracting or recovering User Data whether during or after the term of this Agreement. 

(e) Unless subsequently agreed by the parties in writing, the User hereby authorises Legal & General with effect from the earlier of: (i) the termination of this Agreement in its entirety; or (ii) the end of the provision of the HqO App (or any part of the same) relating to the processing of the User Data, to securely dispose of such User Data processed in relation to the HqO App (in its entirety, where (i) applies or, where (ii) applies the relevant part thereof) which have ended (and all existing copies of it) except to the extent that any Applicable Law requires Legal & General to store such User Data. Legal & General shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such User Data undertaken in accordance with this Agreement.

  1. Data Protection.

(a) For the purpose of this Clause 8, “Controller“, “Data Subject“, “Personal Data“, “Processing” and “Processor” shall have the meanings given to them in the Data Protection Legislation (and “Process” and “Processed” shall be construed accordingly).

(b) The parties acknowledge and agree that they will each Process Personal Data relating to this Agreement. The parties acknowledge and agree that they shall each be independent Controllers for the purposes of the Data Protection Legislation. The parties do not anticipate that either will act as a Processor on behalf of the other party and neither party is authorised or instructed to act as a Processor on behalf of the other party under this Agreement.

(c) Each party shall comply with the provisions and obligations imposed on it by the Data Protection Legislation in respect of Processing under this Agreement. The Corporate User shall not (and shall procure that the Individual User shall not) take any action, or fail to take any action, under this Agreement which could cause Legal & General or its Affiliates to be in breach of their respective obligations under Data Protection Legislation.  

(d)  The Corporate User confirms (on a continuing basis) that all fair processing notices have been given to (and/ or, as applicable, consents obtained from) the underlying Data Subjects which are sufficient in scope to meet the Transparency Requirements in respect of: (i) the Corporate User’s receipt of and Processing of the User Data; and (ii) the transfer of User Data to Legal & General, its Affiliates and HqO for use in accordance with this Agreement. The Corporate User is solely responsible for ensuring that all User Data is accurate and correct in accordance with Applicable Laws. 

(e) Legal & General shall Process the Personal Data of the Users in accordance with its privacy policy in force from time to time, the current version being available at https://www.legalandgeneral.com/privacy-policy/. The Corporate User shall ensure that each Individual User is aware of Legal & General’s Processing activities under this Agreement. 

(f) Legal & General shall take reasonable steps to ensure that the Legal & General Data is accurate and complete at the time of uploading the same to the HqO App. However, to fullest extent permitted by law, Legal & General disclaims any and all liability which arises from any modification, alteration or change to the Legal & General Data (“Changes”) by Users. The User shall be solely responsible for any and all Changes to the Legal & General Data and any consequences arising therefrom. 

(g) The User acknowledges and agrees that Legal & General shall be permitted to collect, compile and analyse usage statistics from the HqO App, including but not limited to machine identification numbers, associated IP addresses, computer/ machine identifiers, version number of the HqO App, and information on which tools, functionality and/or services comprised in the HqO App are being used and how they are being used.

(h) The parties acknowledge that they may be required to send Personal Data outside of the European Economic Area in connection with this Agreement, and in doing so each party will ensure that the sharing and use of the Personal Data complies with Data Protection Legislation.  

  1. Termination.

(a) Right of Termination

Legal & General shall have the right to terminate this Agreement, including the Corporate User’s and any Individual User’s access to the HqO App or any part of the same at any time, in its sole discretion with immediate effect by notifying the Corporate User.

This Agreement will terminate with automatic effect if the Licence Agreement between Legal & General and HqO is terminated in accordance with its terms.

The Corporate User may terminate this Agreement on one month’s written notice to Legal & General, such notice to be sent to the address set out in Clause 20(b). The End User may terminate this Agreement at any time by deleting the HqO App from their device. 

(b) Effect of Termination. Upon termination of this Agreement, Corporate User’s and the Individual Users’ licence to access and use the HqO App shall immediately terminate as of the effective date of such termination. Termination of this Agreement will be without prejudice to Legal & General’s other rights and remedies pursuant to this Agreement, unless otherwise expressly stated herein. 

(c) Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information, limitation of liability, and such other terms which by their nature survive termination, will survive termination or expiration of this Agreement. 

10.Government Restricted Rights. The HqO App or any accompanying documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software – Restricted Rights), as applicable.

  1. Disclaimer of Warranties

LEGAL & GENERAL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE HQO APP WILL MEET ANY REQUIREMENTS OR NEEDS THE USER MAY HAVE, OR THAT THE HQO APP WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE HQO APP IS FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM. THE HQO APP IS OFFERED ON AN “AS-IS” BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. TO THE FULLEST EXTENT PERMITTED BY LAW, LEGAL & GENERAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

  1. Limitation of Liability.

THE USER EXPRESSLY AGREES THAT LEGAL & GENERAL AND HQO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LEGAL & GENERAL OR HQO HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL LEGAL & GENERAL’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID LEGAL & GENERAL IN THE LAST SIX (6) MONTHS OR, IF GREATER, SEVENTY POUNDS STERLING(£70). THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LEGAL & GENERAL’S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRADULENT MISREPRESENTATION OR ANY OTHER LIABILTY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW

  1. Indemnity. 

By accepting this Agreement, the User agrees to indemnify and otherwise hold harmless Legal & General, its Affiliates and their respective officers, employers, agents, and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from the User’s use of the HqO App or any other matter relating to the HqO App.

  1. Modifications to the HqO App and this Agreement.

Legal & General reserves the right, at any time and in its sole discretion to modify or replace this Agreement and to modify, suspend or discontinue, temporarily or permanently, the HqO App or any service to which it connects, without liability to the User. If Legal & General does so, it will indicate at the top of the page the date this Agreement was last revised. Legal & General will also notify the User of any material changes in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the HqO App or changes made for legal reasons which may become effective immediately. The User’s continued use of the HqO App after any such changes or modifications become effective constitutes acceptance of such changes or modifications. If the User do not agree to abide by these or any future Agreement, do not use or access (or continue to use or access) the HqO App. Legal & General may terminate the User’s use of the HqO App or this Agreement at any time, with or without notice.

 

  1. Audit Rights.

Legal & General or HqO (including any third party auditor designated by Legal & General or HqO) may audit the records and systems of Corporate User to ensure compliance with the terms of this Agreement. Legal & General will notify Corporate User in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during regular business hours and will not interfere unreasonably with Corporate User’s business activities. Legal & General or HqO may audit the Corporate User no more than once in any twelve (12) month period, except where it is required to do so by Applicable Law.  

  1. Force Majeure

Neither party shall be liable to the other for any failure to perform or delay in performing its obligations under the Agreement which is caused by circumstances beyond its reasonable control, including but not limited to, the failure, malfunction or unavailability of telecommunications, data communications and computer systems and services, acts of God, acts of any governmental or supra-national authority, war or national emergency, acts of terrorism, civil unrest, fire explosion, flood, epidemic, lock-outs, strikes and other industrial disputes (in each case, whether or not relating to that party’s workforce). Any delay or failure of this kind shall not be deemed to be a breach of the Agreement and the time for performance of the affected obligation shall be extended by a period which is reasonable in the circumstances.

  1. Fees

(a) The Corporate User is responsible for all third party fees, costs and/or any expenses associated with its access to and use of the HqO App. 

(b) Legal & General has agreed to provide access to the HqO App free of charge as at the Effective Date. Notwithstanding the foregoing, Legal & General reserves the right to charge a fee for the HqO App upon at least 90 days prior written notice to the Corporate User.

  1. Third Party Rights.

(a)  Legal & General may perform any of its obligations or exercise any of its rights under this Agreement by itself or through any other Affiliates solely for the business purposes of Legal & General Group, provided that any act or omission of any Affiliate of Legal & General shall be deemed to be the act or omission of Legal & General.

(b) The Corporate User acknowledges and accepts that any right or remedy it may have under this Agreement rests solely with Legal & General and enters into this Agreement on that basis. The Corporate User acknowledges and agrees that HqO shall have no liability to the Corporate User or any Individual User under this Agreement. 

(c) The Corporate User acknowledges that HqO shall be deemed to be a third party beneficiary of this Agreement and shall be entitled to exercise any and all available remedies in order to enforce the terms of this Agreement.

(d) In the event that Legal & General is unable to secure the relief it and/or its other Legal & General Affiliates seek following a first instance decision of the English courts on the basis that the courts consider that Legal & General is not an interested party to such claim or other civil proceedings or that it has not suffered any loss or the same loss, then the relevant Legal & General Affiliate shall be entitled to bring such claim or other civil proceedings against the Corporate User directly.

(e) Except as otherwise provided in this Agreeement, including in Clauses 5, 18(c) and 18(d), a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  1. Assignment.

Corporate User may not assign or transfer this Agreement or the benefits or obligations thereof on a temporary or permanent basis in whole or in part (including any licences with respect to HqO App) without Legal & General’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Legal & General may freely assign its rights or delegate its obligations under this Agreement. 

  1. General.

(a) This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

(b) Any notice given by the Corporate User under the Agreement shall be sent in writing to Legal & General, One Coleman Street, London, EC2R 5AA. Any notice given by Legal & General under the Agreement shall be sent to the Corporate User’s registered address unless the Corporate User notifies Legal & General otherwise.   

(c) Unless otherwise provided for in this Agreement, including as specified in Clause 14, no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed by, or on behalf of, each party.   

(d) If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall nevertheless remain legal, valid, and enforceable. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.

(e) No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

(f) The End User agrees that any claim or cause of action arising out of or related to use of the HqO App or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.  

(g) This Agreement (including any associated non-contractual disputes or claims) is governed by English law. The parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with this Agreement.