App Terms Of Service
Last modified: February 4th, 2025
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1. Introduction
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2. Definitions
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3. License Grant and Scope
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4. Developer’s Rights and Obligations
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5. Pilot User Obligations
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6. Pilot User Restrictions
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7. Support
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8. Pilot User Data
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9. Disclaimer of Warranty
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10. Confidentiality
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11. Indemnification
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12. Ownership and Copyright
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13. Term and Termination
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14. Privacy Policy
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15. Changes to Terms
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16. Limitation of Liability
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17. No Rights Granted
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18. Governing Law and Dispute Resolution
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19. Contact Information
1. Introduction
This PERSONA DESIGN Click-Wrap Pilot Agreement (“AGREEMENT”) is a binding contract between PERSONA DESIGN Ltd (“DEVELOPER”) and the individual or type of PERSON intending to download, install or otherwise use the SOFTWARE, hereinafter referred to as “PILOT USER.”
DEVELOPER provides the SOFTWARE solely on the terms and conditions set forth in this AGREEMENT and on the condition that PILOT USER accepts and complies with them by clicking the “ACCEPT” button below, and/or by downloading, installing or otherwise using the SOFTWARE, PILOT USER (A) accepts this AGREEMENT and agrees that PILOT USER is legally bound by its terms, and (B) represents and warrants that: (I) individual PILOT USER is 18 years of age or older; and (II) PILOT USER has the right, power, and authority to enter into this AGREEMENT and bind PILOT USER to its terms. If PILOT USER does not agree to the terms of this AGREEMENT, DEVELOPER will not and does not license the SOFTWARE to PILOT USER and PILOT USER must not download, install or use the SOFTWARE or PILOT MATERIAL.
2. Definitions
2.1 “ANONYMOUS DATA” shall mean (i) data generated by aggregating PILOT USER DATA with other data so that results are non-personally identifiable with respect to PILOT USER, and (ii) learnings, logs and data regarding use of the SOFTWARE.
2.2 “PERSON” shall mean an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organisation, trust, association or other entity.
2.3 “PILOT USER DATA” shall mean data input into SOFTWARE by PILOT USER and any visitor data.
2.4 “PILOT MATERIAL” shall mean the SOFTWARE, all supportive information and all components, accessories, and documentation provided by DEVELOPER including, but not limited to, specifications, features and other technical information.
2.5 “LIMITED USE RIGHTS” shall mean for the term of the AGREEMENT, DEVELOPER grants to PILOT USER, non-transferable, non-exclusive, revocable right to access and use the PILOT MATERIAL to test its functionality and provide feedback to DEVELOPER.
2.6 “PERSONAL DATA” shall have the meaning set out in the Data Protection Laws.
2.7 SOFTWARE shall mean the PERSONA DESIGN cloud based digital platform for engineering analytics and services.
3. License Grant and Scope
3.1 Subject to and conditional upon PILOT USER’s strict compliance with all of the terms and conditions set forth in this AGREEMENT, DEVELOPER agrees to provide to PILOT USER the PILOT MATERIAL. PILOT USER agrees to test and evaluate the PILOT MATERIAL as provided herein, report to DEVELOPER with respect to the usefulness and functionality of PILOT MATERIAL, and return the PILOT MATERIAL to DEVELOPER at the expiry or termination of this AGREEMENT.
4. Developer’s Rights and Obligations
4.1 DEVELOPER hosts and retains physical control over the PILOT MATERIAL and only makes the PILOT MATERIAL available for access and use by PILOT USER as detailed herein. Nothing in this AGREEMENT obligates DEVELOPER to deliver or make available any copies of computer programs or code from the PILOT MATERIAL to PILOT USER, whether in object code or source code form.
4.2 DEVELOPER reserves the right to (i) monitor or measure use of the PILOT MATERIAL; (ii) validate certain features or functionality of the PILOT MATERIAL; (iii) alter or adjust performance specifications for the PILOT MATERIAL and (iv) to provide services or support necessary to maintain the PILOT MATERIAL.
4.3 DEVELOPER has no obligation to develop or provide any updates or revisions to the PILOT MATERIAL.
5. Pilot User Obligations
5.1 PILOT USER agrees to:
- test and evaluate the PILOT MATERIAL as requested;
- familiarise itself with the PILOT MATERIAL provided by DEVELOPER;
- only use or test the PILOT MATERIAL as directed;
- notify DEVELOPER of all functional flaws, errors, anomalies, and problems (“bugs”);
- provide DEVELOPER with reports via the methods designated by DEVELOPER;
- promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents submitted to PILOT USER by DEVELOPER; and designate an employee or representative who will serve as the single technical contact for the PILOT MATERIAL, and who will be responsible for maintaining communication with the DEVELOPER personnel on a regular basis.
6. Pilot User Restrictions
6.1 DEVELOPER hereby grants LIMITED USE RIGHTS to PILOT USER solely for the purpose of evaluating and testing the PILOT MATERIAL for DEVELOPER.
6.2 The PILOT USER shall not:
- use (including make any copies of) the SOFTWARE of PILOT MATERIAL beyond the scope of this AGREEMENT;
- permit access or use of the SOFTWARE for any users other than persons advised to, and agreed with DEVELOPER;
- not rent, lease, sub-license, loan, provide, or otherwise make available, the PILOT MATERIAL in any form;
- not copy PILOT MATERIAL except as part of the normal use of the SOFTWARE;
- use an extension to convert the PILOT MATERIAL into a server-based application, remove or hide existing components of the SOFTWARE, modify or otherwise re-purpose the SOFTWARE for a usage pattern other than what it was intended for;
- translate, merge, adapt, vary, alter or modify, the whole or any part of the SOFTWARE or PILOT MATERIAL nor permit the SOFTWARE or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the SOFTWARE as permitted in this AGREEMENT;
- disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the SOFTWARE nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the SOFTWARE to obtain the information necessary to create an independent program that can be operated with the SOFTWARE or with another program (Permitted Objective), and provided that the information obtained by PILOT USER during such activities;
- remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the SOFTWARE or PILOT MATERIAL, including any copy thereof; or
- use the SOFTWARE or PILOT MATERIAL for purposes of the development of a competing software product or service or any other purpose that is to the DEVELOPER’s commercial disadvantage.
7. Support
7.1 DEVELOPER may, in its sole discretion, provide PILOT USER with certain support and consultation services with respect to the PILOT MATERIAL free of charge to assist in the evaluation and testing activities under this AGREEMENT as detailed in Appendix 1 hereto; provided, however, that DEVELOPER is not obligated to correct any bugs, defects, or errors in the PILOT MATERIAL or otherwise support or maintain the PILOT MATERIAL. DEVELOPER may discontinue any support or consulting services at any time.
8. Pilot User Data
8.1 PILOT USER shall retain all rights, title and interest (including intellectual property rights) in and to PILOT USER DATA. PILOT USER hereby grants DEVELOPER with a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the PILOT USER DATA.
8.2 PILOT USER agrees that DEVELOPER has the unfettered right to use PILOT USER DATA to generate ANONYMOUS DATA and that ANONYMOUS DATA belongs to DEVELOPER, for use for any business purpose during or after the term of this AGREEMENT (including without limitation to develop and improve the PILOT MATERIAL and to create and distribute reports and other materials). For clarity, DEVELOPER will only disclose ANONYMOUS DATA externally in a de-identified (anonymous) form that does not identify PILOT USER, and that is stripped of all PERSONAL DATA. PILOT USER is not responsible for DEVELOPER’s use of ANONYMOUS DATA.
8.3 DEVELOPER agrees to maintain commercially reasonable technical and organisational measures designed to secure its systems from unauthorised disclosure and modification.
9. Disclaimer of Warranty
9.1 By its nature, the PILOT MATERIAL may contain errors, bugs, and other problems that could cause system failure and the testing and quality assurance of the PILOT MATERIAL may not yet be completed. Because the PILOT MATERIAL is subject to change, DEVELOPER reserves the right to alter the PILOT MATERIAL at any time, and any reliance on the PILOT MATERIAL is at PILOT USER’S own risk.
9.2 PILOT USER accepts the PILOT MATERIAL “As Is.” DEVELOPER makes no warranty of any kind regarding the PILOT MATERIAL. DEVELOPER hereby expressly disclaims any and all warranties of any kind, whether express or implied, including any implied warranties of merchantability, suitability, usability or fitness for a particular purpose, merchantable quality, title or non-infringement of THIRD PARTIES rights, to the extent authorised by law.
9.3 Without limitation of the foregoing, DEVELOPER expressly does not warrant the PILOT MATERIAL will meet PILOT USER’S requirements or that operation of the PILOT MATERIAL will be uninterrupted or error free. The PILOT MATERIAL is being provided to PILOT USER without warranty of any kind.
9.4 PILOT USER assumes all responsibility for selecting the PILOT MATERIAL to achieve its intended results, and for the results obtained from its use of the PILOT MATERIAL.
10. Confidentiality
10.1 PILOT USER acknowledges that as a pilot, PILOT USER may have access to, and DEVELOPER may disclose to PILOT USER, certain valuable information belonging to and relating to DEVELOPER which DEVELOPER considers confidential, including, but not limited to, information concerning the PILOT MATERIAL, the PILOT MATERIAL’S trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists, and other trade secrets (“CONFIDENTIAL INFORMATION”).
10.2 PILOT USER shall use the CONFIDENTIAL INFORMATION solely for testing purposes and, for a period of ten (10) years from DEVELOPER’S receipt of the CONFIDENTIAL INFORMATION, shall not disclose, without DEVELOPER’S written consent, such CONFIDENTIAL INFORMATION to third parties or use such CONFIDENTIAL INFORMATION for its own benefit or for the benefit of third parties.
10.3 If PILOT USER is a company or other entity, DEVELOPER shall disclose CONFIDENTIAL INFORMATION only to those of its employees who need to know such information for the purpose of the agreed-upon piloting, and shall ensure that its employees observe the confidentiality obligations in this Clause 4. DEVELOPER acknowledges that the PILOT MATERIAL contains CONFIDENTIAL INFORMATION developed or acquired by DEVELOPER and that all rights therein and in other DEVELOPER CONFIDENTIAL INFORMATION remain in DEVELOPER. PILOT USER will not disclose that it is evaluating or testing or has evaluated or tested the PILOT MATERIAL to any third party without DEVELOPER’S prior written consent. In addition, PILOT USER agrees to treat any communications and reports prepared under this AGREEMENT as confidential and will not divulge the existence or content of such communications or reports to any third party without DEVELOPER’S prior written consent.
10.4 This AGREEMENT shall impose no obligation of confidentiality upon PILOT USER with respect to any portion of the CONFIDENTIAL INFORMATION which: (i) through no act or failure to act on PILOT USER’S part, is generally known or available; (ii) is known to PILOT USER at the time PILOT USER receives same from DEVELOPER as evidenced by written records; (iii) is hereafter furnished to PILOT USER by a third party as a matter of right and without restriction on disclosure or (iv) is required to be disclosed in order to comply with the requirements of any law, rule or regulation of any applicable governmental or regulatory body.
10.5 Any feedback, ideas, modifications, suggestions, improvements, and the like made by PILOT USER with respect to the PILOT MATERIAL (“SUPPORTIVE INFORMATION”) will be the property of DEVELOPER and is DEVELOPER’s CONFIDENTIAL INFORMATION.
11. Indemnification
11.1 PILOT USER agrees to indemnify, defend, and hold harmless DEVELOPER, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, due to or arising out of PILOT USER’s use of the PILOT MATERIAL in violation of this AGREEMENT, or any intellectual property or other rights of any third party.
12. Ownership and Copyright
12.1 Title to the PILOT MATERIAL remains with the DEVELOPER. PILOT USER agrees to prevent any unauthorised copying of the PILOT MATERIAL. Except as expressly provided herein, DEVELOPER does not grant any express or implied right to PILOT USER under DEVELOPER’s (current or future) patents, copyrights, trademarks, or trade secret information in relation to the PILOT MATERIAL.
12.2 PILOT USER agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to DEVELOPER and agrees to assist DEVELOPER, at DEVELOPER’s expense, in perfecting and enforcing such rights. DEVELOPER may disclose or use Supportive Information for any purposes whatsoever without any obligation to PILOT USER.
13. Term and Termination
13.1 The AGREEMENT shall continue until terminated herein.
13.2 DEVELOPER reserves the right, in its sole discretion, to revoke access and use of the PILOT MATERIAL at any time.
13.3 DEVELOPER may terminate this AGREEMENT and any LIMITED USE RIGHTS with respect to the PILOT MATERIAL without notice in the event of improper disclosure of the PILOT MATERIAL as specified under Clause 9 (Confidentiality).
13.4 Upon termination of this AGREEMENT, the LIMITED USE RIGHTS granted to PILOT USER under this AGREEMENT shall immediately terminate, and PILOT USER shall immediately cease using, and will return to DEVELOPER (or, at DEVELOPERS request, destroy) any CONFIDENTIAL INFORMATION.
14. Privacy Policy
14.0 The DEVELOPER’S Privacy Policy (available at: https://persona.design/privacy-policy) (Privacy Statement) applies to any Personal Data obtained as part of this AGREEMENT. You acknowledge and agree that by participating as a PILOT USER, DEVELOPER may receive certain PERSONAL DATA about you, and you hereby consent to DEVELOPER’s processing of such in accordance with the Privacy Statement.
15. Changes to Terms
14.0 The DEVELOPER’S Privacy Policy (available at: https://persona.design/privacy-policy) (Privacy Statement) applies to any Personal Data obtained as part of this AGREEMENT. You acknowledge and agree that by participating as a PILOT USER, DEVELOPER may receive certain PERSONAL DATA about you, and you hereby consent to DEVELOPER’s processing of such in accordance with the Privacy Statement.
16. Limitation of Liability
16.1 DEVELOPER shall not be responsible for any loss or damage to PILOT USER or any third party caused by the PILOT MATERIAL. In no event shall DEVELOPER be liable for any direct, indirect, special, incidental or consequential damage, whether in tort, contract or otherwise at law, arising out of any use of the PILOT MATERIAL or any performance or non-performance of this AGREEMENT.
17. No Rights Granted
17.1 Provision of the PILOT MATERIAL under this AGREEMENT is experimental and shall not create any obligation for DEVELOPER to continue to develop, prioritise, support, repair, offer for sale or in any other way continue to provide or develop the PILOT MATERIAL either to PILOT USER or to any other party.
18. Governing Law and Dispute Resolution
18.1 This AGREEMENT shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or relating to this AGREEMENT, including any question regarding its existence, interpretation, validity, or termination, shall be resolved through negotiation first, then by arbitration under the rules of the London Court of International Arbitration, in London, England.
19. Contact Information
19.1 For any legal or support issues related to this AGREEMENT, please contact the DEVELOPER at hello@persona.design.