Schedule 4 - End-User Licence Agreement for Zash

SCHEDULE 4 – END-USER LICENCE AGREEMENT FOR THE ZASH APP, ZASH SOLUTION AND ASSOCIATED DOCUMENTS

In case any of the bold terms are unfamiliar to you, a comprehensive glossary is available for reference here. The glossary provides explanations and definitions for better understanding of the terms used throughout the schedules.

This schedule 4 applies only if you use the Zash App or Zash Solution.

1. LICENCE

1.1. This schedule 4 covers the licence granted to you for:

1.1.1. the Zash App and any updates or additions to it;

1.1.2. the Zash Solution (the service you connect to through the app and the content we provide through the app); and

1.1.3. the Zash materials.

1.2. This is a ‘non-exclusive, non-transferable’ licence to use the Zash App, the Zash Solution and the Zash materials in the permitted country. This means that you are not the only one that we grant these licences to, and you cannot transfer this licence to anyone else.

1.3. This licence gives you the right to use the software, the Zash App, the Zash Solution and the Zash materials, as long as you keep to the terms in this schedule 3 and elsewhere in the agreement (as appropriate), and pay the licence fees associated with the Zash App and the Zash Solution.

1.4. Granting this licence does not mean that we are selling the Zash App, the Zash Solution or the Zash materials to you. We remain the owner at all times.

2. YOUR RESPONSIBILITIES

2.1. You must do the following:

2.1.1. Download the Zash App onto your device.

2.1.2. View, use and display the Zash App and the Zash Solution only on your devices and only for your own purposes.

2.1.3. Use the Zash App, the Zash Solution and the Zash materials in line with the terms in this schedule 4 and any instructions or guidelines we may give you from time to time.

2.1.4. Use any materials and documents to support your use of the Zash App and the Zash Solution.

2.1.5. Use any free software code or update we provide for the Zash App.

2.1.6. Keep secure all copies you are allowed to make of the Zash App, and maintain accurate and up-to-date records of the devices that the Zash App is on.

2.1.7. Supervise and control use of the Zash App, the Zash Solution and the Zash materials and make sure that your personnel use them in line with the terms of this schedule 4.

2.1.8. Include our copyright notice on all full and partial copies you are allowed to make of the Zash App, the Zash Solution and the Zash materials.

2.1.9. Back up any content and data used in connection with the Zash App.

2.2. If the software is not already installed on the point-of-sale card machine, card reader or other device we provide for you to use to process transactions, you must install it as specified by us.

2.3. If you want to develop code so that the Zash App can interact with and work alongside another software program, you must request our permission in writing. If we have not refused your request after two months, you can decompile the Zash App (to the extent allowed under the Copyright, Designs and Patents Act 1988, which allows actions that cannot be refused because they are essential) as long as the information you gather through the action is:

2.3.1. used only for the purpose of enabling the Zash App to interact with and work alongside another software program;

2.3.2. not unnecessarily passed on to any third party without our permission in writing; and

2.3.3. not used to create any software which is substantially similar to or in competition with the Zash App.

3. RESTRICTIONS

3.1. Unless this schedule 4 or any applicable laws say otherwise, you must not do any of the following:

3.1.1. Make copies of the Zash App, the Zash Solution or the Zash materials, except where the copying occurs through the normal use of the Zash App or Zash Solution, or it is necessary for the purpose of back-up or operational security.

3.1.2. Rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Zash App, the Zash Solution or the Zash materials.

3.1.3. Make alterations to, or modify, all or any part of the Zash App, the Zash Solution or the Zash materials, or allow the Zash App, the Zash Solution or the Zash materials (or any part of them) to be combined with, or incorporated in, any other programs or materials.

3.1.4. Disassemble, decompile or reverse-engineer all or any part of the Zash App, the Zash Solution or the Zash materials, or try to do any of these things (except if permitted in accordance with clause 3.3 below).

3.1.5. Make all or any part of the Zash App, the Zash Solution or the Zash materials available to any person or organisation (other than your personnel) without our permission in writing.

3.1.6. Use the Zash App, the Zash Solution or the Zash materials outside the permitted country.

3.2. You must not transfer the Zash App, the Zash Solution or the Zash materials materials to another person or organisation, whether for money or anything else, or for free. If you sell a device that the Zash App is installed on, you must first remove the Zash App from that device.

3.3. If you want to install the Zash App on a phone or other device that you do not own, you must get the owner's permission first. You are responsible for keeping to the terms of this schedule 4, whether or not you own the phone or other device the Zash App is installed on.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. All intellectual property rights in the Zash App, the Zash Solution or the Zash materials belong to us, and you have no rights in or to the Zash App, the Zash Solution or the Zash materials, other than the right to use them in line with the terms of this schedule 4.

4.2. You have no right to have access to the Zash App, the Zash Solution or the Zash materials in any executable or source code form. The Zash App, the Zash Solution or the Zash materials are available to you as ‘software as a service’, or installed on the point-of-sale card machine, card reader or other device we provide for you to use to process transactions.

5. OUR RESPONSIBILITIES

5.1. For the period of this licence (as specified in the merchant application form), we will make sure that:

5.1.1. the Zash materials describe the operation of the Zash App and the Zash Solution in a way that meets the requirements of their technical specifications; and

5.1.2. the Zash App and the Zash Solution will, when properly used on an operating system they were designed for, perform as described in the Zash materials.

5.2. If, while this licence is in force, you discover a fault in the Zash App or the Zash Solution, and this is preventing it from performing in line with the Zash materials, you must give us all the information we ask for. We will then choose to either repair or replace the Zash App or the Zash Solution.

5.3. The above terms of this clause 5 do not apply if:

5.3.1. You have broken any term of this schedule 4 or the agreement.

5.3.2. The fault in the Zash App or the Zash Solution is caused by you altering or modifying the software, the Zash App or the Zash Solution.

5.3.3. The fault is caused by the Zash App or the Zash Solution interacting with and operating alongside any hardware, software or network that is not provided by us.

5.4. We are not responsible for making sure that the facilities and functions of the Zash App and the Zash Solution, as described in the materials and documents, meet your needs (including any cybersecurity requirements you may have to meet under any applicable laws).

5.5. We are not responsible for events outside our control. If services through the Zash App or the Zash Solution cannot be provided, or are delayed, as a result of an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the problem. Although we will not be liable for issues arising from the event, if there is a risk of substantial delays in those services then you can end this licence and receive a refund for any Zash App or Zash Solution that you have paid for but not received.

6. COLLECTING TECHNICAL DATA ABOUT YOUR DEVICE

6.1. By using the Zash App or the Zash Solution, you agree to us collecting and using technical information about the devices you use the Zash App on, any related software or hardware, and any other equipment that can be attached to the devices, in order to improve our products and to provide the Zash Solution.

7. UPDATES TO THE ZASH APP AND ZASH SOLUTION, AND CHANGES TO THE ACQUIRING SERVICES

7.1. We may release new versions of, and updates for, the Zash App or the Zash Solution. We aim to tell you about these, but can apply such new versions or updates when necessary, whether remotely or otherwise, without giving you notice. If we need your help in connection with applying a new version or update, you must provide that help. If the new version or update cannot be applied because you do not provide adequate access or help, this may affect the performance of the Zash App or the Zash Solution. If this leads to any performance issues or us not being able to meet our responsibilities under this schedule 4, we will not be responsible for this.

7.2. We may require that new versions or updates to the Zash App or the Zash Solution that are released in connection with a security issue are applied on short notice. If you do not install these new versions or updates, or do not co-operate with us to enable us to do so, you will have broken the terms of this schedule 4.

8. THIRD-PARTY WEBSITES

8.1. The Zash App or the Zash Solution may contain links to websites that are provided by third parties. Those third-party websites are not under our control, we're not responsible for the content, products or services provided by the third parties, and we have not reviewed or approved the content, terms of use or privacy policies (if any) of those websites.

8.2. You agree and acknowledge that you are responsible for your use of third parties’ products and services, and for deciding whether to use third-party websites and to buy any products or services offered by them.

9. ACCEPTABLE-USE RESTRICTIONS

9.1. You must not do the following in connection with the Zash App or the Zash Solution:

9.1.1. Use the Zash App or the Zash Solution in any unlawful way, for any unlawful purpose, or in any way that is not in line with the terms of this schedule 4.

9.1.2. Act fraudulently or maliciously (for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Zash App, the Zash Solution or any operating system).

9.1.3. Infringe (break, limit or undermine) our intellectual property rights or those of any third party, including by submitting any material where this is not allowed under this schedule 4 or the agreement.

9.1.4. Transmit any material that could damage anyone’s reputation, is offensive or insulting, or is otherwise distasteful.

9.1.5. Use the Zash App or the Zash Solution in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.

9.1.6. Collect any information or data from the Zash App, the Zash Solution or our systems, or try to decipher any transmissions to or from the servers running any service we provide to you.