FREE COMMUNITY EDITION LICENCE AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE USING THE RAINBIRD PLATFORM

This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Rainbird Technologies Ltd (company number: 08599568) of Saxon House, Hellesdon Park Road, Drayton High Road, Norwich NR6 5DR (“Rainbird”, “us” or “we”) for:
·       The platform software created and hosted online by Rainbird (“the Rainbird Platform”); and
·       Any online or electronic documentation provided in connection with the Rainbird Platform (“Documentation”). 

We licence use of the Rainbird Platform and Documentation to you on the basis of this Licence. We do not sell the Rainbird Platform or Documentation to you. We remain the owners of the Rainbird Platform and Documentation at all times. 

IMPORTANT NOTICE TO ALL USERS:
·       By using the Rainbird Platform you agree to the terms of this Licence which will bind you and your employees (as the case may be).  The terms of this Licence include, in particular, limitations on liability in condition 6 (if you are a business) and condition 7 (if you are a consumer).
·       If you do not agree to the terms of this Licence, we will not license the Rainbird Platform and Documentation to you and you must cease using the Rainbird Platform immediately.  
·       Any use of the Rainbird Platform under the terms of this Licence shall be strictly for non-commercial purposes or the limited commercial use permitted under the terms of this Licence.
·       This Licence shall continue indefinitely from first use of the Rainbird Platform, save that either party may terminate this Licence for any reason by giving the other party not less than 14 days’ notice in writing to terminate.    Rainbird may also terminate the Licence for the reasons set out in clause 8.
·       Individuals or organisations who wish to use Rainbird for commercial purposes (other than as permitted in this Licence) must enter into a separate enterprise licence agreement with Rainbird.

·       When using the Rainbird Platform, you must comply with our Community Participation Guidelines, a copy of which can be found here:  rainbird.ai/community-participation-guidelines.

We recommend that you print a copy of this Licence for future reference.

1.              GRANT AND SCOPE OF LICENCE

1.1            In consideration of you agreeing to abide by the terms of this Licence, Rainbird hereby grants to you a non-exclusive, non-transferable licence to use the Rainbird Platform and the Documentation on the terms of this Licence.
1.2            You may use the Rainbird Platform for education, evaluation and/or training purposes providing that such use is strictly non-commercial and sufficient acknowledgement is made as to the purpose of use and/or the limited commercial purposes as set out in clause 1.3 below.
1.3            In addition to using the Rainbird Platform for education, evaluation and/or training purposes, you may use the Rainbird Platform on a limited commercial basis, provided that such use is:
(a)         not in breach of the restrictions in clause 2; and
(b)         does not utilise the Rainbird Platform to process in excess of 5 Queries (or such other number of Queries as Rainbird may notify you from time to time) in any rolling 24 hour period.
In this clause 1.3 and clause 2, “Queries” shall mean the utilisation of the Rainbird Platform by you or on your behalf commencing with a single query or question input using the Rainbird Platform and concluding with the Rainbird Platform generating (i) one or more recommended solutions, together with a certainty rating and evidence tree for each such solution; or (ii) a statement that no solution is available.  

2.              RESTRICTIONS

2.1            Except as expressly set out in this Licence or as permitted by any local law, you undertake: 
(a)         not to copy the Rainbird Platform or Documentation except where such copying is incidental to normal use of the Rainbird Platform or where it is necessary for the purpose of back-up or operational security;
(b)         not to rent, lease, sub-license, assign,  transfer, distribute, display, disclose, loan, translate, merge, adapt, vary, modify or otherwise commercially exploit the Rainbird Platform or Documentation (save as permitted under clause 1.3);
(c)         not to make alterations to, or modifications of, the whole or any part of the Rainbird Platform nor permit the Rainbird Platform or any part of it to be combined with, or become incorporated in, any other programs;
(d)         not to disassemble, de-compile, reverse engineer, create derivative works from or otherwise reduce to human-perceivable form all or any part of the Rainbird Platform or Documentation nor attempt to do any such things;
(e)         not to access or use all or any part of the Rainbird Platform and/or the Documentation in order to build a product or service which competes with the Rainbird Platform; 
(f)          not utilise the Rainbird Platform to process in excess of 5 Queries (or such other number of Queries as Rainbird may notify you from time to time) in any rolling 24 hour period;
(g)         not do anything or omit to do anything to manipulate or extend the number of Queries processed in contravention of this Licence or seek to avoid or circumvent the restriction on the number of Queries that can be processed under this Licence;
(h)         where applicable, to supervise and control use of the Rainbird Platform and ensure that the Rainbird Platform is used by your employees and representatives (where applicable) in accordance with the terms of this Licence;
(i)          not to provide, or otherwise make available, the Rainbird Platform in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees (where applicable) without prior written consent from us; and
(j)          to comply with all applicable technology control or export laws and regulations.
2.2            You shall ensure to prevent any unauthorised access to, or use of, the Rainbird Platform and/or the Documentation and, in the event of any such unauthorised access or use, immediately notify us in writing.
2.3            You shall sign-up for and use the Rainbird Platform in good faith and in the spirit of the terms of this Licence.
2.4            In the event that you wish to access or use the Rainbird Platform for any purpose that would otherwise be in breach of the restrictions set out in clause 2, you must enter into a separate, appropriate agreement with us prior to doing so.
2.5            The rights granted under this Licence, if a business customer, are granted to you only and shall not be considered granted to any of your group companies.

3.              RAINBIRD PLATFORM

3.1            Rainbird shall make available the Rainbird Platform and Documentation to you on and subject to the terms of this Licence.
3.2            When using the Rainbird Platform, you must comply with our Community participation Guidelines, a copy of which can be found here: rainbird.ai/community-participation-guidelines.
3.3            Whilst we will attempt to ensure that your use of the Rainbird Platform is interrupted as little as possible, Rainbird does not make warranty as to:
(a)         the periods of availability and/or uptime of the Rainbird Platform; or
(b)         the functionality, operation or quality of the content produced on the Rainbird Platform.
3.4            You agree and acknowledge that we (and our agents or contractors) will be required to perform maintenance on the Rainbird Platform from time to time.  Rainbird shall not be required to give you any notice in advance of any maintenance.
3.5            Rainbird reserves the right to amend, vary, modify, delete or otherwise alter the Rainbird Platform at its sole discretion from time to time, and shall not be required to give you any notice in advance of such. 
3.6            We shall not be obliged to provide any technical support to you in respect of your installation or usage of the Rainbird Platform.

4.              RAINBIRD PLATFORM CONTENT

4.1            You agree and acknowledge that Rainbird shall own all right, title and interest in and to all of the content and data that you create, produce, input or develop on the Rainbird Platform (“the Content”).  For the avoidance of doubt, you shall not have any right, title or interest in the Content.

4.2            Rainbird shall be entitled to share, publish or otherwise make available the Content to other users of the Rainbird Platform at its sole discretion without notice to you.

5.              INTELLECTUAL PROPERTY RIGHTS

5.1            You acknowledge that all intellectual property rights in the Rainbird Platform and the Documentation throughout the world belong to us, that rights in the Rainbird Platform are licensed (not sold) to you, and that you have no rights in, or to, the Rainbird Platform or the Documentation other than the right to use them in accordance with the terms of this Licence.

5.2            You acknowledge that you have no right to have access to the Rainbird Platform in source code form or in unlocked coding or with comments.

 

6.              LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER

6.1            You acknowledge that the Rainbird Platform has not been developed to meet your individual requirements.
6.2            If you are a business customer, we only supply the Rainbird Platform and Documentation for internal non-commercial use by your business, and you agree not to use the Rainbird Platform or Documentation for any re-sale purposes. 
6.3            We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a)         loss of profits, sales, business, or revenue;
(b)         business interruption;
(c)         loss of anticipated savings;
(d)         loss or corruption of data or information;
(e)         loss of business opportunity, goodwill or reputation; or
(f)          any indirect or consequential loss or damage.
6.4            Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to not more than £500. This maximum cap does not apply to condition 6.5.
6.5            Nothing in this Licence shall limit or exclude our liability for:
(a)         death or personal injury resulting from our negligence;
(b)         fraud or fraudulent misrepresentation;
(c)         any other liability that cannot be excluded or limited by English law.
6.6            This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Rainbird Platform and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.  Any condition, warranty, representation or other term concerning the supply of the Rainbird Platform and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7.              LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER

7.1            You acknowledge that the Rainbird Platform has not been developed to meet your individual requirements.
7.2            If you are a consumer, we only supply the Rainbird Platform and Documentation for non-commercial domestic and private use. You agree not to use the Rainbird Platform and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.3            Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £1,000. This does not apply to the types of loss set out in condition 7.4.
7.4            Nothing in this Licence shall limit or exclude our liability for:
(a)         death or personal injury resulting from our negligence;
(b)         fraud or fraudulent misrepresentation;
(c)         any other liability that cannot be excluded or limited by English law.

 

8.              TERMINATION

8.1            Subject to clause 8.2, this Licence shall continue indefinitely from the date of first use of the Rainbird Platform, save that either party may terminate this Licence for any reason by giving the other party not less than 14 days’ notice in writing to terminate.  In any event, we may terminate this Licence immediately by giving written notice to you if you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.   We may also terminate this Licence immediately by giving written notice to you if you are subject to, or suffer, any insolvency or bankruptcy event.
8.2            Upon termination for any reason:
(a)         all rights granted to you under this Licence shall cease;
(b)         you must cease all activities authorised by this Licence;
(c)         you must immediately delete or remove the Rainbird Platform, Documentation or Content from all computer equipment in your possession; and
(d)         Rainbird may retain the Content (at its discretion).

 

9.              COMMUNICATIONS BETWEEN US

9.1            If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail to engage@rainbird.ai or by pre-paid post to Rainbird Technologies Ltd at Saxon House, Hellesdon Park Road, Drayton High Road, Norwich NR6 5DR.

9.2            If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Rainbird Platform. 

9.3            If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

 

10.            OTHER IMPORTANT TERMS

10.1         We may transfer our rights and obligations under this Licence to another organisation.

10.2         You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3         If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.

10.4         If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

10.5         Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

10.6         If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

10.7         If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.