This EULA is a supplemental agreement for the use of Critico’s Smart Phone Apps and should be read in conjunction with your existing general terms and conditions of service. Critico grants you and you accept a nonexclusive, non-transferable, revocable license to install and use the software application and related services from Critico (the App), subject to payment in full of all fees and the following additional terms and conditions, which may be updated or modified from time to time by Critico.

Use: The App is licensed for installation and use in object code form only on a single device. The App may only be accessed using credentials issued by Critico from time to time.

Your additional obligations: You may not reverse engineer, disassemble, decompile, translate or otherwise attempt to create the source code from the App. You may not modify copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from or transfer the App. You may not remove or alter any trademark, logo, copyright, patent, or other proprietary notices in the App. You may not rent, lease, sublicense, grant a security interest in, or otherwise transfer any rights to the App. You undertake to comply with all instructions issued by Critico requiring changes in your use of the App if it appears to Critico that such use is jeopardising the efficient operation of the App, exceeds the limits set out in Critico’s fair use policy as published at criticogroup.com/fair-use, or threatens materially to increase the cost of provision thereof. To ensure availability of the networks to all customers, Critico may apply Message transmission restrictions from time to time without notice.

App availability: Critico does not guarantee that the App will be fault free or continuously available. Its operation may be impaired or adversely affected by the Smart Phone operating system (and its future updates) or other apps present, or its radio connection or problems with radio propagation. Speed of transmission and Message delivery is dependent upon third party network operators and service providers and other circumstances outside Critico’s control; in some circumstances it may not be possible to transmit a message to the intended recipient successfully; the transmission of large volumes of messages may be subject to delays or restrictions in the destination networks. Critico reserves the right to modify the App at any time and Critico will require you to update to the latest version of the software.

Critico retains all ownership rights (including all intellectual property and other proprietary rights) regarding the App. Nothing in this EULA grants you any ownership interest or license except for the licenses above. Critico will have no liability for violation of any patent, copyright, trademark or trade secret or for violation of any license or franchise arising out of or resulting from the use of the App supplied by Critico, or modification of the App by you or for you.

Critico does not accept any liability in relation to this EULA (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for loss of profits, loss of sales, loss of or damage to business, loss of or damage to reputation, loss of contracts, loss of customers, loss of, or loss of use of, any software or data, loss of use of any computer or smart phone device or other equipment or plant, wasted management or other staff time, losses or liabilities under or in relation to any other contract, or indirect, special or consequential loss or damage. Critico’s total liability arising from or in connection with this EULA (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to an amount equal to the total amount paid or payable by you under this EULA over the previous 3 months.

Failure by Critico to exercise or enforce any right conferred by this EULA shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or any other right on any later occasion. If any of the provisions of this EULA is or becomes invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired. This EULA represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written, and this EULA may only be modified if such modification is in writing and signed by a duly authorised representative of each party. Where a conflict may arise between this EULA and Critico’s general terms and conditions Critico’s general terms and conditions shall prevail. A person who is not a party to this EULA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA. Any notice, invoice or other communication related to this EULA shall be deemed to have been duly given if left at or sent by post, electronic mail or facsimile transmission to your registered office or as notified in writing between us from time to time. This EULA shall be governed by and construed and interpreted in accordance with English law, and you submit to the exclusive jurisdiction of the English Courts.