JOULE MOBILE IS TRAYPORT PROPRIETARY SOFTWARE PROTECTED BY COPYRIGHT LAWS. IT IS LICENSED ONLY TO AN AUTHORISED USER UNDER THE TERMS OF THE ATTACHED EULA AND THE MOBILE PLATFORM TERMS (“ATTACHED TERMS”). BY DOWNLOADING JOULE MOBILE YOU HAVE AGREED TO AND ACCEPTED THE ATTACHED TERMS. IF YOU ARE NOT AUTHORISED TO USE JOULE MOBILE OR DO NOT AGREE TO THE ATTACHED TERMS PLEASE EXIT DOWNLOAD AND DELETE JOULE MOBILE COMPLETELY FROM YOUR DEVICE.
END USER AGREEMENT (“EULA”)
This is a legal agreement between “You” and “Trayport” as defined herein and not the Mobile Platform. However if You are accessing or downloading Joule Mobile from a Mobile Platform You are also required to comply with the Mobile Platform Terms.
1.By downloading Joule Mobile You are representing that:
i.You are above 18 years;
ii.You are an Authorised User as defined in the EULA;
iii. You are downloading Joule Mobile on a Compatible Device;
iv. You have read and accepted the Mobile Platform Terms (including but not limited to the Privacy Policies);
v. You have read, understood and accepted the terms of the EULA;
vi. You are not downloading Joule Mobile in a country that is banned by the Mobile Platform or by Trayport;
vii. You represent and warrant that You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and that You are not listed on any U.S. Government list of prohibited or restricted parties; and
vii. You have no intention to; and shall not Use Joule Mobile for any illegal or criminal purposes.
1.1 Definitions that are used in the EULA:
“Authorised User” means a client of Trayport (who is licensed to use the Corresponding Software under a Trayport Licence) or an end user who is permitted to use or have access to the Corresponding Software via Joule Mobile under the terms of a Trayport Licence. For ease of reference a Trayport client is referred to “Original Trayport Licensee” and any other authorised user covered by a Trayport Licence is referred to as “Covered User” in the EULA;
“Compatible Devices” means such mobile devices which Joule Mobile has been designed to work on and or registered as a compatible device with the Mobile Platform (where this is applicable), as notified to You by Trayport from time to time in the relevant documentation and/or release notes; This definition or the list of Compatible Devices is subject to change from time to time;
“Corresponding Software” means the Trayport software product or service as defined in Section 2(ii) of the EULA;
“EULA” means this agreement including terms incorporated by reference from the relevant Trayport Licence and or Mobile Platform Terms;
“Joule” means a front-end energy trading screen that forms a part of the Corresponding Software and associated trademarks;
“Joule Mobile” means the read only mobile version of the Joule screen that is made available to an Authorised User on a Compatible Device subject to the terms of a Trayport Licence and additional terms such as the Mobile Platform Terms;
“Mobile Platform” means any third party mobile platform, store or network on which Joule Mobile is launched, published, distributed and or hosted. Examples of Mobile Platforms include Apple stores, Google android platforms etc. “Mobile Platform Terms” means the terms issued by a Mobile Platform to end users who is accessing Joule Mobile via their platform (this includes without limitation the Privacy Terms issued by such Mobile Platforms);
“Mobile Server” means the Trayport server based software that transmits data to Joule Mobile (this is part of the Corresponding Software). Any such server if any operated by or based at the Original Client site is referred to as “Client Mobile Server“;
“Privacy Policies” means the privacy policies issued by Mobile Platforms which forms a part of the Mobile Platform Terms;
“Trayport License” means a licence granted by Trayport to an Authorised User for the use of a Trayport software product or service (such as Joule Mobile, Corresponding Software etc.) subject to terms and conditions set out in the relevant license documentation issued either directly to an Original Licensee or issued as click wrap terms to each Covered User or such similar terms or licence documentation;
“Third Party Products” means any third party product or service including but not limited to open source software, freeware, cell network, internet providers or such third party software product that forms a part of a Mobile Platform (distribution or development environment etc.) including any such product or service that is either used or leveraged by Trayport or by You in relation to Joule Mobile;
“Trayport” means Trayport Limited and Trayport Inc.
“You” means (you) an end user of Joule Mobile.
Pursuant to Your representations (Section 1 above) and Your acceptance of the EULA, You are granted a personal, limited, non-exclusive, non -transferable limited licence to use (without the right to sub-licence) a copy of Joule Mobile on a Compatible Device (“Joule Mobile Licence”) subject to the following:
i. You must not use Joule Mobile in a manner that replaces or as a means to avoid subscribing to a Trayport licenced product or service. For the avoidance of doubt Joule Mobile is an additional (optional) product or service that is made available only to an Authorised User under a Trayport Licence to be used only in relation to or in conjunction with the relevant Trayport software product or service (“Corresponding Software”) and not on its own. Corresponding Software may also include a Trayport Mobile Server or Client Mobile as defined above.
ii. The scope of use, the operation of and the subscription term of Joule Mobile Licence are linked to and are determined in accordance with the provisions of the relevant Trayport Licence terms of the Corresponding Software:
a) Joule Mobile Licence is limited to Your personal internal Use only. A log –in ID is issued to a single individual user for internal use of a single copy of Joule Mobile on a single Compatible Device per user. Duplication or multiple use of log –in ID is not permitted ;
b) Scope of use of Joule Mobile Licence is always subject to and is only allowed to the extent permitted by the terms of the relevant Trayport Licence governing the Use of the Corresponding Software. You must not in any event use Joule Mobile in a manner that exceeds the scope of use permitted under the relevant Licence of the Corresponding Software or use or attempt to use Joule Mobile for any purpose that is expressly not authorised by the terms of the Trayport Licence;
c) You shall not distribute, sub-licence (save to the extent this is expressly permitted under the relevant Trayport Licence), sell or transfer Joule Mobile or its reproductions or any output or data forming part of this product to any third party save to the extent already permitted under the Trayport License related to Corresponding Software;
d) You shall not reverse engineer, decompile, or disassemble Joule Mobile except and only to the extent that such activity is expressly permitted by applicable law (or if applicable, in relation to a Third Party Product under the terms of such Third Party Product terms) ;
e) If You are the Original Licensee You must always monitor and ensure that the manner of use and the number of users using Joule Mobile does not exceed the number of users and scope of use permitted under the relevant Trayport Licence of the Corresponding Software (where applicable this obligation will tie in with audit provisions under Trayport Licence terms) and also ensure that all use is compliant with and do not breach the terms of the EULA. This includes the obligation to maintain and manage user permissions and the decommissioning of any use of Joule Mobile upon termination, expiry or withdrawal of the licence granted herein in accordance with the relevant Trayport Licence and or the EULA. You shall also report number of user(s) as per the format and frequency set out in the Trayport Licence for the Corresponding Software. Where this is required or applicable you must grant Trayport full access to the Client Mobile Server for support, further product development of Joule Mobile, enabling, disabling, or terminating the use of the Joule Mobile.
f) If You are a Covered User You must in addition to the terms of the EULA comply with and remain compliant with any flow-through terms issued by the Original Licensee in relation to the Trayport Licence (such as click wrap terms), any additional terms (where applicable such as instructions in relation to the Mobile Server, Client Mobile Server, network configuration, security, permissioning etc.) and or any related guidance communicated or issued to You by the Original Licensee.
g) The Joule Mobile Licence shall end immediately upon expiry or termination of the Trayport Licence for the Corresponding Software. Further Trayport reserves the right to suspend (including but not limited for technical reasons etc.) or completely withdraw Joule Mobile or terminate this licence at any point of time with no liability to You (You will be notified as soon as practicable if this happens).
2.2 The EULA relates to and deals only with the download and or use of Joule Mobile.
2.3 No other use or licence other than expressly stated herein is granted or permitted.
2.4 You are not permitted to use the trademark or logo of the Mobile Platform.
2.5 You are not permitted to use the trademark or logo of Trayport other than where this is expressly permitted under the Trayport Licence of the Corresponding Software. If you are a Covered User You must also comply with the Original Licensee terms of use (if any) relating to such Original Licensee’s logo or trademark.
2.6 You must report and bring to the attention of Trayport (and the Mobile Platform) any issue or matter that relates to the intellectual property ownership rights of Joule Mobile.
- You agree and warrant that:You will comply with the terms of the EULA;You will comply with the Mobile Platform Terms(if You are downloading or accessing Joule Mobile from a Mobile Platform);If You are a Covered User You also will comply with the additional terms issued by the Original Trayport Licensee; and You will comply with the terms of any applicable Third Party Product (if this is relevant to your access or use of Joule Mobile).
You agree to indemnify, defend and hold harmless Trayport, its directors, officers, employees, independent contractors and agents, and also the relevant Mobile Platform from which You are accessing Joule Mobile (each an ” Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys’ fees and court costs) (collectively “Losses”) incurred by an Indemnified Party as a result of Your breach of any or all of the following:
i. the EULA ;
ii. the Mobile Platform Terms (if You are downloading or accessing Joule Mobile from a Mobile Platform);
iii. the Third Party Product terms (if this is relevant to your access or use of Joule Mobile);
iv. The terms issued to You by the Original Trayport Licensee (If You are a Covered User); and
v. any representation or warranty made by You in this Agreement.
You acknowledge and agree that Joule Mobile is not error free. Trayport excludes any kind of warranty (to the extent permitted by applicable law) as to the accuracy, speed or performance of Joule Mobile.
5.1 Trayport does not provide any kind warranty or obligation in relation to Third Party Products. These are expressly excluded from the EULA.
5.2 Trayport or the Mobile Platform or any associate provider (such as a party providing clearing services) shall not be liable in any way to You for any losses, damages, costs or expenses arising from Your access to or use of Joule Mobile, including, but not limited to, loss of profits, loss of use, direct, indirect, special, punitive, exemplary, incidental, consequential loss or damages arising from:
a) the suspension, termination or other inability to use or access to Joule Mobile;
b) any failure, or delay, or delivery failures suffered in accessing or transfer of data supplied to Joule Mobile however they may arise;
c) any inaccuracy, omission or malfunction in any information provided by or the via Joule Mobile however they may arise;
d) any losses resulting from an unauthorised access to or any other misuse of Joule Mobile by You or any third party;
e) any loss or liability caused by Third Parties. Any service or obligation set out in the EULA is excluded to the extent that it relates to or is caused by Third Party Products;
f) any trading losses or trading decision made as a result of use or misuse of Joule Mobile or the Mobile Server or the Client Mobile Server;
g) any liability or surcharge that may be levied by a telephone operator or any third party charges/fees if any applicable or incurred by You for accessing or downloading Joule Mobile ; and
h) any loss or liability which has been caused by or arises as a result of any lost, misplaced or stolen mobile device(s) or other unauthorised access to Your Joule Mobile or the Mobile Server or the Client Mobile Server ( including those arising due to shared passwords and or misuse of user account by third parties).
5.3 No other warranty (or representation) other than what is expressly stated in the EULA is included.
6. If You are accessing or downloading Joule Mobile from a Mobile Platform You are subject to the Privacy Policies issued by the relevant Mobile Platform and Trayport has no liability whatsoever for any action or information taken or used by such Mobile Platforms or other third parties pursuant to such Privacy Policies.
6.1 You agree to Trayport using any of the information You provide in relation to the use of Joule Mobile for the purpose of providing You support and for using it in product development of Joule Mobile or related products.
6.2 You agree that Trayport or the Mobile Platform may provide push notification to Your Compatible Device from time to time to notify You of or to provide information or updates relating to Joule Mobile (or the Corresponding Software).
6.3 If You are responsible for monitoring or managing other users of Joule Mobile You are responsible for complying with relevant data privacy laws in relation to information You process or submit on behalf of such users in relation to Joule Mobile and or for following up related actionable issues if any either with the Mobile Platform or with Trayport where this is applicable.
- You agree to comply with security policies or guidance, if any, issued by Trayport, the Mobile Platform or (If You are the Covered User) by the Original Trayport Licensee.
- You are solely responsible for managing compliance (and where applicable to bring such issues to the attention of the relevant Mobile Platform or to Trayport) to any relevant laws and or regulations relating to or that is applicable to Your access or use of Joule Mobile.
- SUBJECT TO APPLICABLE LAW AND SECTIONS 5.2, 9.1 AND 9.2 OF THE EULA TRAYPORT’S MAXIMUM LIABILITY TO YOU FOR ANY MATTER WHATSOEVER HOWSOEVER ARISING AND OR IN RELATION TO THE EULA SHALL BE LIMITED TO AND SHALL NOT EXCEED A TOTAL SUM OF £50.
9.1 LIMITATIONS ON LIABILITY SET OUT IN THE EULA DO NOT APPLY TO:
i. LIABILITY FOR NEGLIGENCE CAUSING DEATH OR PERSONAL INJURY;
ii. LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR DECEIT;
iii. YOUR LIABILITY FOR BREACH OF SECTION 4 OF THE EULA.
9.2 EACH PARTY EXPRESSLY EXCLUDES LIABILITY FOR:
i. LOSS OF DIRECT OR INDIRECT PROFITS, BUSINESS, REVENUE, MANAGEMENT TIME, GOODWILL, REPUTATION, WASTED EXPENSES, ANTICIPATED SAVINGS OR DAMAGE TO OR ARISING FROM LOSS OF DATA;
ii. ANY INCREASED COSTS OR EXPENSES; AND/OR
iii. INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY NATURE WHATSOEVER.
- 3 (If You are accessing or using Joule Mobile from a Mobile Platform) You acknowledge and agree that the Mobile Platform and its subsidiaries is a third party, and beneficiaries of the EULA, and that, upon Your acceptance of the terms and conditions of the EULA, such Mobile Platform shall have the right (and will be deemed to have accepted the right) to enforce the EULA against You as a third party beneficiary thereof.
- With the exception of the Mobile Platform (as set out in Section 9 above) a person who is not a party to the EULA shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, provided that no right or remedy of any third party which exists or is available otherwise than by virtue of that Act shall be adversely affected by the EULA.
- You acknowledge and agree that the EULA and any non-contractual obligations arising out of or in relation to the EULA shall be considered as a contract made in England and according to English law and the parties agree that the English courts shall have exclusive jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with the EULA including any non-contractual obligations arising out of or in connection with the EULA.
Links to Mobile Platform Terms (including Privacy policies):
APPLE
iTunes terms
http://www.apple.com/legal/itunes/uk/terms.html#SALE
http://www.apple.com/legal/itunes/uk/terms.html#SERVICE
http://www.apple.com/legal/itunes/uk/terms.html#APPS
iOS
http://images.apple.com/legal/sla/docs/ios41.pdf
http://images.apple.com/legal/sla/docs/ios5.pdf
http://images.apple.com/legal/sla/docs/ios51.pdf
http://images.apple.com/legal/sla/docs/iOS6.pdf
Privacy
Link to the privacy policy (which applies to all customers of all Apple products, including iTunes and iOS devices) in various regional versions:
http://www.apple.com/legal/warranty/privacy/
The UK version of Apple privacy terms:
http://www.apple.com/uk/legal/privacy/
US version Apple privacy terms
http://www.apple.com/privacy/
http://www.google.co.uk/intl/en/policies/terms/regional.