Oathouse Master Services Agreement

This Master Services Agreement ('Agreement') is a legal agreement between You (the 'Licensee') and Oathouse.com Ltd ('Oathouse'), a company registered in Scotland, SC345298, with its registered address at Woodside Steading, Mosstowie, Elgin, IV30 8UW.

If You register for a free trial for our Software or Services, this Agreement will also govern that free trial.

By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing a Purchase Order that references this Agreement, You agree to the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the terms 'You', 'Your', or 'Licensee' shall refer to such entity and its Affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the Software or Services.

Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa. The headings contained in this Agreement are for convenience only and do not affect their interpretation.

1: DEFINITIONS

1.1 'Affiliate' means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. 'Control,' for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;

1.2 'Purchase Order' means any form of order for Software, Services, and support;

1.3 'Software' or 'Services' means any of Oathouse's products or Services, including Jugla Childcare Management Software and related programs, whether under a trial or Purchase Order, installed or used by You, including Updates, and corresponding documentation, associated media, printed materials, and online or electronic documentation;

1.4 'Updates' means a bug fix, patch, error correction and/or other enhancements to the Software or Services;

1.5 'User' means an employee, independent contractor, consultant or agent of the Licensee identified and authorised by the Licensee to use the Software or Services;

1.6 'Licensee,' 'You,' or 'Your' means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity; and

1.7 'Confidential Information' means all confidential information disclosed by a party ('Disclosing Party') to the other party ('Receiving Party'), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2: RIGHTS AND RESTRICTIONS

2.1 Subject to the terms and conditions of this Agreement, You are hereby granted a non-exclusive, non-transferable license for an unlimited number of Users to use the Software or Services solely for Your own business purposes.

2.2 You may not re-license, sub-license, sell, assign, or otherwise transfer the Software or Services. You agree that the Software or Services will only be used in accordance with the provisions of this Agreement.

2.3 Oathouse will retain all rights, title, copyright, trade secrets, patents, trademarks, and other proprietary and intellectual property rights in the Software or Services. You do not acquire any rights, express or implied, in the Software or Services, other than those specified in the Agreement. You will not remove any copyright, patent, trademark, design right, trade secret or any other proprietary rights legends from the Software or Services.

2.4 You will not modify, resell for profit, distribute, or create derivative works based upon the Software or Services or any part thereof.

2.5 You will take appropriate steps, both before use and at all times thereafter, to copy and protect Your own data and programs that may be lost, harmed or destroyed and to protect Your equipment from any damage. You will be responsible for reconstruction, replacement, repair or recreation of lost programs, data or equipment in the event of hardware, Software, or Services failure. Oathouse will not, under any circumstances, be responsible for any such losses or damages.

2.6 Oathouse shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Software and Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the Software or Services.

3: MUTUAL CONFIDENTIALITY

3.1 Your Confidential Information shall include Your data; Oathouse's Confidential Information shall include the Software and Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Purchase Orders, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

3.2 The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorised by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Purchase Order to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.

3.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so (to the extent legally permitted).

4: DISCLAIMER OF WARRANTIES AND TECHNICAL SUPPORT

4.1 Oathouse warrants that (i) we have validly entered into this Agreement and have the legal power to do so, (ii) the Software and Services shall perform materially in accordance with the documentation included with the Software or Service, (iii) the functionality of the Software and Services will not be materially decreased during a subscription term. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 6.3 below.

4.2 You warrant that You have validly entered into this Agreement and have the legal power to do so.

4.3 Oathouse and its related businesses and personnel cannot guarantee that any file or program available for download and/or execution from or via this site is free of computer viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. All files and/or Software and Services are provided on the strict condition that you assume all risk of use and Oathouse hereby excludes liability for all and any consequences of Your use of such files and/or Software and Services.

4.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

4.5 From time to time Oathouse may invite You to try, at no charge, Software or Services that are not generally available to Oathouse customers ('Trial Services'). You may accept or decline any such trial in Your sole discretion. Trial Services will be clearly designated as alpha, beta, pilot, limited release, developer preview, or non-production, or by a description of similar import. Trial Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. We may discontinue Trial Services at any time in Oathouse's sole discretion and may never make them generally available. TRIAL SERVICES ARE PROVIDED 'AS IS' WITH NO EXPRESS OR IMPLIED WARRANTY.

5: LIMITATION OF DAMAGES

5.1 NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL OATHOUSE (OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS) BE LIABLE TO THE LICENSEE, OR ANY THIRD PARTY CLAIMING THROUGH THE LICENSEE, FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION, LITIGATION COSTS, AND THE LIKE), WHETHER BASED UPON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN CONNECTION WITH THE SUPPLY, USE, OR PERFORMANCE OF THE SOFTWARE OR SERVICES, REGARDLESS OF WHETHER OATHOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 OATHOUSE'S AGGREGATE LIABILITY TO THE LICENSEE, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION, OR OTHERWISE WILL, IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, BE LIMITED TO DIRECT DAMAGES AND WILL IN NO CIRCUMSTANCES EXCEED, IN THE AGGREGATE, THE FEES PAID TO OATHOUSE BY THE LICENSEE IN RESPECT OF THE SOFTWARE OR SERVICES.

6: TERM AND TERMINATION

6.1 This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Software or Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

6.2 Oathouse, in its sole discretion, has the right to suspend or terminate this Agreement and use of the Software or Service and refuse any and all current or future use of the Software or Service, or any other Oathouse product or service, for any reason at any time. Oathouse will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account.

6.3 Licensed User subscriptions commence on the purchase date, or the start date, and continue for the subscription term specified therein. Except as otherwise specified in writing, all Licensee terms shall automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal before the end of the relevant subscription term.

6.4 Upon termination of this Agreement, the Licensee will cease using the Software and Services.

6.5 The Software or Service is invoiced in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial periods of service. Fees are invoiced on the first day of every month after the first invoice date. If You fail to pay the fees due within 14 days, Oathouse reserves the right to suspend or terminate the Service without notice.

6.6 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.

6.7 For Jugla, fees are based in part on the total capacity of the rooms in Your nursery. Any increase or decrease in Your capacity will result in You being charged the new fee on Your next invoice.

6.8 You are solely responsible for properly deactivating modules, or cancelling the Service. For Jugla, if You are an Administrator You can deactivate modules or cancel the Service at any time by clicking on the Application tab in the navigation bar at the top of the screen, and selecting 'Activate FREE trials and view Your current modules'. You can also contact Oathouse to cancel the Service.

6.9 The Software module or Service will immediately be inaccessible upon deactivation of a module or cancellation of Your Service. For Jugla, Your data is not immediately lost during deactivation and reactivation of modules or when you cancel the Service. When You cancel the Service, Oathouse will be happy to provide You with a copy of Your data in xml format. Data in this format can be imported into most other management systems. After a one-month cooling off period, Oathouse will destroy all copies of Your data and delete Your personalised Software. Your Service may be reactivated during this period by contacting Oathouse.

6.10 If You cancel the Service before the end of Your current paid up period, You will not be charged again.

7: GENERAL

7.1 Law. This Agreement have been prepared in accordance with and will be subject to, governed by, interpreted, and construed in accordance with the laws of Scotland. The information may not satisfy the laws of any other country. You agree that the use of the Software and Services and the terms that are applicable are governed by the laws of Scotland and are subject to the non-exclusive jurisdiction of the courts of Scotland. The parties expressly disclaim applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods, and any legislation implementing such Convention will not apply to this Agreement nor to any dispute arising therefrom.

7.2 Relationship of Parties. The parties are not agents or legal representatives of each other. The parties to this Agreement are independent contractors. No relationship of principal to agent, master to servant, employer to employee, or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf.

7.3 Survival. The provisions in Articles 4, 5, and 7 and Sections 2.3, 2.4, and 6.4 will survive termination of this Agreement.

7.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

7.5 Whole Agreement. This Agreement and any Purchase Order constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations or warranties, written or oral, concerning the subject matter of this Agreement. Oathouse, in its sole discretion, has the right to amend or replace the terms of this Agreement and other Service-specific terms at any time, providing at least 28 days' notice in writing to You. Should You not agree the new terms, Your exclusive remedy shall be as provided in Section 6.3 above. No other act, document, usage, or custom will be deemed to modify this Agreement.

7.6 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable laws, such provisions will be modified to the minimum extent necessary to comply with applicable law and the intent of the parties.

7.7 Notice. Any notice to be served under this Agreement shall be sent by First Class Post and shall be deemed to have been received by the addressee within two days of posting.

7.8 Waiver. The failure or delay by Oathouse to exercise a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or other rights or remedies. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.