End User License Agreement (EULA)
Overview
This End User License Agreement ("EULA") is a legal agreement between you ("End User", "You", "Your") and Opnote Ltd, a company registered in England and Wales with company number 14438750, whose registered office is at 19 Clowbridge Drive, Loughborough, Leicestershire, LE11 4SU, United Kingdom, trading as MyOpNotes ("MyOpNotes", "We", "Us", "Our"). This EULA applies to the MyOpNotes application ("Software"), including all associated media, printed or electronic documentation, updates, and support services related to the Software.
Your access to and use of the Software is conditioned upon your acceptance of and compliance with this EULA. This EULA applies to all visitors, users, and others who wish to access or use the Software. By accessing, downloading, installing, copying, or otherwise using the Software, you agree to be bound by this EULA. If you disagree with any part of this EULA, then you do not have permission to access and use the Software.
This EULA works in conjunction with our Privacy Policy, which describes how we collect, use and protect your information, and our Data Protection Addendum ("DPA"), which describes how we handle data on your behalf, in more detail.
The EULA, Privacy Policy, and DPA together form the entire agreement between you and MyOpNotes, governing your use of the Software and Services and superseding any prior agreements between you and MyOpNotes (including, but not limited to, any prior versions of the EULA). Please read all of these documents carefully.
We reserve the right to modify the terms of this EULA at any time. Any changes we make will be effective immediately when we post a revised version of this EULA on the Software. The "Last Updated" date at the end of this EULA will assist you in determining whether you have reviewed the most current version. By continuing to use the Software, you agree to be bound by the revised EULA.
By accepting this EULA, you affirm that you are at least 18 years of age. If you are entering into this EULA on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this EULA, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the terms of this EULA, you must not accept this EULA and may not use the Software.
If you have any questions about this EULA, please contact us at dataprotection@myopnotes.co.uk.
1. Grant of License
Upon your acceptance of this EULA, MyOpNotes grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software on devices owned, controlled, or operated by you, and to access and use the Services in accordance with the terms and conditions of this EULA. This license is expressly granted for the purposes of personal, non-commercial use (if you are an individual) or for internal business use (if you are a business), unless explicitly agreed upon in writing by MyOpNotes.
This license permits you to download, install, and operate the Software, and to access and use the Services on one or more devices owned or controlled by you, subject to the restrictions and obligations set forth in this EULA. Any rights not explicitly granted to you by this EULA are reserved by MyOpNotes.
This license is extended to any updates, improvements, modifications, revisions, expansions, or additions to the Software and Services developed by MyOpNotes and made available to end-users. However, this license does not constitute any rights to receive future upgrades, updates, or supplements of the Software or Services, unless such upgrades, updates, or supplements are made available to all users under the same terms as outlined in this EULA.
You are not entitled to any form of support, maintenance, improvements, modifications, or updates for the Software or Services unless we expressly agree to provide such services in writing, or such services are included as part of the Services under the agreed-upon Terms of Service. Any future release, update, or other addition to the Software or Services provided by MyOpNotes shall be subject to the terms and conditions of this EULA, unless MyOpNotes states otherwise in writing.
2. Ownership and Intellectual Property
MyOpNotes and its licensors exclusively own all rights, title, and interest in and to the Software and Services, including all associated intellectual property rights under copyright, trade secret, patent, trademark, and other applicable laws. Unless explicitly stated in this EULA, no rights to the proprietary Software and Services are granted to you. All rights not explicitly granted under this EULA, including Federal and International Copyrights, are expressly reserved by MyOpNotes and its licensors.
The Software and Services are protected by copyright, trade secret, and other intellectual property laws. MyOpNotes and its licensors continue to own and retain all title, ownership rights, and intellectual property rights in and to the Software and Services, including all copies, versions, customizations, compilations, and derivative works thereof (by whomever produced) and all related documentation and manuals.
You acknowledge that the Software and Services, including the source and object codes, logic and structure, constitute valuable trade secrets and proprietary information of MyOpNotes. You understand and agree that except as explicitly provided under this EULA, no right, title, or interest in or to the Software or Services or any content therein, is transferred to you, and all rights not expressly granted are reserved by MyOpNotes and its licensors.
You acknowledge that you will not acquire any ownership interest in the Software or Services under this EULA, and MyOpNotes will at all times retain all rights, title, and interest, including intellectual property rights, in and to the Software and Services and any and all copies thereof. You further acknowledge that you have no right to access the Software in source code form.
3. Restrictions and Responsibilities
Your rights to use the Software and Services are specifically limited to the license grant stipulated above. Beyond these explicit provisions, you are not permitted to duplicate, display, try to disable, disseminate, exhibit, publish, alter, transfer, create derivative works from, or utilize the Software or Services or any part of them, except as expressly authorized in writing by MyOpNotes.
In your use of the Software and Services, you must refrain from reverse engineering, disassembling, decompiling, decoding, adapting, hacking, cracking, modifying, or creating derivative works of the Software or any of its components. This prohibition remains in effect except to the extent expressly permitted by MyOpNotes or as allowed under applicable law, such as where such activities are indispensable to obtain the necessary information to achieve the interoperability of the Software with other programs.
You are explicitly prohibited from renting, leasing, lending, sublicensing, assigning, or transferring the Software, the rights granted under this EULA, or any portions of the Software or Services to any third party. Any such attempted assignment will be null and void.
You hold full responsibility for all activity that occurs via your account, including any actions taken by individuals whom you have granted access to your account. Sharing your account or password with any other party is strictly prohibited. In the event of any unauthorized use of your account or any other breach of security related to the Software or Services, you agree to notify MyOpNotes immediately. You also acknowledge and agree that you are solely responsible for protecting and backing up your data and information while using the Software or Services.
4. Privacy and Data Protection
Your use of the Software and Services is subject to MyOpNotes' Privacy Policy and Data Protection Addendum (DPA), both of which are incorporated into this EULA by reference and form an integral part of the terms under which we provide the Software and Services. It is your responsibility to read and understand these documents before using our Software or Services.
We are dedicated to preserving your privacy and safeguarding the confidentiality of your personal and business information. Any personal data provided by you or collected by us as a result of your use of the Software or Services will be stored and processed in line with our DPA and applicable data protection laws. The DPA outlines the types of data we collect, how we use it, your rights regarding your information, and how you can control the collection and use of your information.
By accepting this EULA and using our Software or Services, you give your explicit consent to these data processing activities and confirm that all data you provide to us is accurate, complete, and up-to-date. You acknowledge that it is your responsibility to notify us of any changes to your data in order to ensure that the data we hold is current and accurate.
We recognize the sensitivity of your personal data and have implemented a comprehensive set of security measures designed to protect your data. MyOpNotes is committed to employing reasonable and appropriate technical and organizational measures to protect your personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed. We continuously monitor our systems and update our security measures as required. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes.
5. Updates, Modifications, and Changes to the Software or Services
MyOpNotes reserves the right, at its sole discretion, to update, modify, replace, or otherwise change the Software or Services, release subsequent versions thereof, or alter functionalities and appearances. Such changes could be based on a range of factors, including but not limited to, developments in technology, changes in legislation, evolving business needs, user feedback, or for any other reasons.
You hereby acknowledge and agree to such updates, modifications, replacements, or changes and understand that these might necessitate alterations or updates to your hardware, systems, or processes to ensure compatibility or optimized functionality. It is your responsibility to make the necessary adjustments at your own cost.
In the event that MyOpNotes provides an update, modification, replacement, or change to the Software or Services, you may choose to continue using the Software or Services as originally provided under this EULA unless the update, modification, replacement, or change is mandatory. Such mandatory updates may be issued at MyOpNotes' sole discretion, particularly for reasons pertaining to security, integrity, or efficient operation of the Software or Services, or to ensure compliance with applicable laws and regulations.
Non-mandatory updates, modifications, replacements, or changes will be made available with the option for you to either accept and use the updated Software or Services under a new EULA or to continue using the Software or Services without the update, modification, replacement, or change. If you opt for the former, you must expressly agree to the terms of the new EULA.
In situations where an update, modification, replacement, or change is deemed mandatory, MyOpNotes commits to providing reasonable notice to you (unless the update, modification, replacement, or change must be implemented immediately for reasons pertaining to security, legal compliance, or to mitigate imminent risks). In such cases, the then-current EULA will govern the terms of use of the updated Software or Services.
6. No Warranties
The Software and Services are provided "as is" and "as available", without any warranties or representations of any kind, either express or implied. This means that MyOpNotes does not guarantee or pledge that the Software or Services will always function without disruptions, delays, or imperfections. Among others, MyOpNotes disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.
MyOpNotes makes no warranty, implied or otherwise, that the Software or Services will meet your unique requirements, expectations, or needs or that the use of the Software or Services will be uninterrupted, timely, secure, or error-free. Furthermore, MyOpNotes makes no guarantee concerning the compatibility of the Software or Services with any specific hardware, systems, or other software unless such compatibility has been explicitly stated by MyOpNotes.
You also acknowledge and agree that MyOpNotes does not control the transfer of data over communication facilities, including the internet, which are inherently susceptible to occasional disruptions or delayed transmissions due to internet traffic or other reasons beyond MyOpNotes' control. Consequently, MyOpNotes is not responsible for any limitations, delays, and other issues or problems that might arise due to such circumstances. As such, MyOpNotes shall not be liable for any delays, delivery failures, or any other damage or loss resulting from such inherent problems associated with internet use.
7. Limitation of Liability
Under no circumstances shall MyOpNotes, including its subsidiaries, affiliates, directors, officers, employees, agents, contractors, or licensors, be held liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from (i) any inaccuracies, errors, or omissions in the Software or Services; (ii) personal injury or property damage of any nature whatsoever, resulting from your access to and use of the Software or Services; (iii) unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; (iv) interruption or cessation of transmission to or from the Software or Services; (v) any bugs, viruses, Trojan horses, or similar harmful components which may be transmitted to or through our Software or Services by any third party; (vi) errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Software or Services; (vii) any unauthorized access to, alteration of, or the deletion, destruction, damage, or loss of your content, or data; and (viii) any costs of procuring substitute goods, data, information or services.
MyOpNotes also assumes no liability for any modification, price change, suspension, or discontinuance of the Software or Services. You expressly understand and agree that MyOpNotes shall not be liable for any damages resulting from interruptions, e.g., from system failures or system maintenance. You also understand that MyOpNotes is not responsible for the defamatory, offensive, or illegal conduct of other users or third parties and that the risk of harm or damage from the foregoing rests entirely with you.
The limitations of liability apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if MyOpNotes has been advised of the possibility of such damage.
8. Indemnity
You agree to indemnify, defend, and hold harmless MyOpNotes, its parent company, subsidiaries, affiliates, officers, directors, employees, consultants, agents, representatives, contractors, and licensors from any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable legal fees and costs) that such parties may incur as a result of or arising from (i) any information (including, without limitation, your user content, feedback, or any other content) you submit, post, transmit, or make available through the Software or Services; (ii) your use of the Software or Services; (iii) your violation of this EULA; (iv) your violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity; (v) your violation of any obligations to third parties, such as licensors; (vi) any unauthorized use of the Software or Services; and (vii) any negligence or wilful misconduct by you.
MyOpNotes reserves the right, but has no obligation, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. In such a case, you agree to cooperate with MyOpNotes' defence of such a claim. In any event, MyOpNotes will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
9. Termination
Your rights under this EULA will automatically terminate without any notice from MyOpNotes if you breach any term(s) of this EULA. Upon termination, you shall immediately stop all access to and use of the Software and Services and delete all copies of the Software that are in your possession or control.
This EULA will also terminate without any further notice from MyOpNotes if you, in MyOpNotes' sole discretion, are suspected or found to have been engaged in any activity that contravenes this EULA, or have misused the Software or Services in any way. In such a case, you agree to immediately cease all access to and use of the Software and Services and confirm that MyOpNotes shall not be liable to you or any third party for any losses or damages that may result from such termination.
Additionally, MyOpNotes reserves the right, at any time and without prior notice, to suspend, discontinue, modify, or alter the Software or Services, or their availability to you, for any reason whatsoever, including, but not limited to, maintenance, upgrades, or policy alterations. In such cases, your rights under this EULA will cease immediately, and you must immediately cease all use of the Software and Services and destroy all copies of the Software in your possession or control.
10. General Provisions
This EULA, together with our Privacy Policy and Data Protection Addendum, constitutes the entire legal agreement between you and MyOpNotes with respect to your use of the Software and Services, and supersedes and replaces any prior or contemporaneous agreements, arrangements, negotiations, understandings, representations or communications, whether oral or written, between you and MyOpNotes regarding the same.
This EULA shall be interpreted, governed by, and construed under the laws of England and Wales, without regard to any conflict of laws principles. You agree that any claim or dispute that has arisen or may arise between you and MyOpNotes that originates from or relates in any way to this EULA, your use of or access to the Software or Services, or any relationship between us, will be resolved in a court of competent jurisdiction located in Loughborough, Leicestershire, England.
If a provision of this EULA is found to be illegal, invalid, or unenforceable, the remaining provisions will remain in effect and this EULA will be amended to give effect to the eliminated provision to the maximum extent possible. A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
MyOpNotes may assign this EULA, and its rights and obligations hereunder, in its entirety or partially, at any time with or without notice to you. You may not assign or transfer your rights or obligations under this EULA, by operation of law or otherwise, without MyOpNotes' prior written consent. Any attempt by you to assign or transfer this EULA, without such consent, will be null and void.
You can reach out to Opnote via:
- Email: support@myopnotes.co.uk
- Post: Company name: Opnote Ltd, Registration number: 14438750, Address: Opnote Ltd, 19 Clowbridge Drive, Loughborough, Leicestershire, United Kingdom, LE11 4SU.
This EULA becomes effective upon your acceptance of the terms and is effective as of 16th October 2023.