SOFTWARE END-USER LICENCE AGREEMENT

PLEASE READ CAREFULLY BEFORE INSTALLING ANY SOFTWARE


This SOFTWARE END USER LICENCE AGREEMENT (hereinafter referred to as “EULA”) is a legal agreement between you (hereafter referred to as “Licencee or you”) and Bayer CropScience Limited (hereinafter referred to as “Licencor”) of 230 Cambridge Science Park, Milton Road, Cambridge, CB4 0WB, England (hereafter referred to as “Licensor, us or we”) for the MagicTrap software licence for the use of the “MagicScout Service Package” (hereinafter referred to as “Software”) and associated information (hereafter referred to as “Documents”), which can be purchased through the store www.magicscout.app. The Software has been developed by Bayer AG (hereinafter referred to as “Bayer”).


By accepting the confirmation boxes in the order process, you agree to the terms and conditions of this and have read and agreed to the EULA. I hereby confirm that I am not a “consumer” for the purposes of English consumer law, in particular under the definition in the Consumer Rights Act 2015, which states that a consumer is an "an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession". This licence is for business and commercial use only. If you do not agree to the terms of this Agreement, do not install the Software.


Prerequisite for the use of the Software in accordance with the terms of this EULA means that the Licensee will require the hardware (hereinafter referred to as "MagicTrap") which can be purchased online and shall be entitled to the free "MagicScout" App (hereinafter referred to as the "App"). Without the MagicTrap and the App, the Software will not provide the service intended. However, the App as such can also be used without the MagicTrap and Software; however, the available functionalities are limited in the App (weed and disease detection). Pictures from the MagicTrap and related analyses can only be used both the App and the Software in combination with the MagicTrap. Please refer to the Mobile App End User Licence Agreement, which can be found on https://ddf-legal.web.app/s/en_GB/terms.html.

 You should print a copy of this Licence or save it to your computer for future reference.


1. GRANT AND SCOPE OF LICENCE SUBSCRIPTION

    1.1. In consideration of payment by you of the agreed Licence fee, for a 12 month subscription from the date of activation, we grant to you a non-exclusive, non-transferable Licence to use the Software in the UK on the terms of this Licence. The subscription is set to automatically renew which can be terminated see Clause 6.

  1. 1.2. You may:
    1. download, install and use the Software for business purposes only:
      1. as a single-user Licence, with one email address registered per Licence;
      2. more than one user account is created, then multiple Licences are required and these additional Licences can be purchased using the Stripe payment system integrated in the online store;
      3. there are any Licensee account details which need updating, please email support@magicscout.app to update them.

    2. 1.3. Payments are accepted only via Stripe. For the Licence’s renewals, the payment method stored will be used from the Licencees account.

    1.4. The Documents (including the operating instructions and support resources) are online at https://support.magicscout.app/hc/en-gb

2. RESTRICTIONS

    2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:

    1. not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
    2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;
    3. not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
    4. to supervise and control use of the Software and ensure that the Software is used by the Licencee only, in accordance with the terms of this Licence;
    5. to include our copyright notice on all entire and partial copies you make of the Software on any medium;
    6. not to provide or otherwise make available the Software in whole or in part to any person without prior written consent from us.

3. INTELLECTUAL PROPERTY RIGHTS

    3.1. You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licenced to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.

    3.2. You acknowledge that you have no right to have access to the Software in source code form.

4. LIMITED WARRANTY

    4.1. We warrant that:

    1. the Software will, when properly used and on an operating system for which it was designed, perform in accordance with the functions described in the Documents; and
    2. for a period of 12 months from the date of activation of the Software (hereafter referred to as “Warranty Period”).

    4.2. If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform in accordance with the Documents, we will, at our sole discretion, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

    4.3. The warranty does not apply:

    1. if the defect or fault in the Software results from you having altered or modified the Software; and
    2. if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.

5. LIMITATION OF LIABILITY

    5.1. You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.

    5.2. We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.

    5.3. Only one email address can be used per Software Licence, which must be registered to activate the Software via Stripe.

    5.4. We shall not in any circumstances whatever 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:

    1. loss of profits, sales, business, or revenue;
    2. business interruption;
    3. loss of anticipated savings;
    4. wasted expenditure;
    5. loss or corruption of data or information;
    6. loss of business opportunity, goodwill or reputation;
    7. any special, indirect or consequential loss, damage, charges or expenses.

    5.5. Nothing in this Licence shall limit or exclude our liability for:

    1. death or personal injury resulting from our negligence;
    2. fraud or fraudulent misrepresentation;
    3. any other liability that cannot be excluded or limited by English law.

    5.6. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. 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 Software and Documents 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.

6. TERMINATION

    6.1. 14 days before the 12 months auto renewal, the Licencee will be reminded via the App or email, that their Licence is coming up for renewal and may terminate the agreement by logging into their MagicScout account online. If the cancellation does not work, then the Licencee can send an email to support@magicscout.app.

    6.2. We may terminate this Licence immediately by written notice to 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.

    6.3. On termination for any reason:

    1. all rights granted to you under this Licence shall cease;
    2. you must immediately cease all activities authorised by this Licence.

7. COMMUNICATIONS BETWEEN US

    7.1. We may update the terms of this Licence at any time on notice to you in accordance with this Clause 7. Your continued use of the Software and Documents following the deemed receipt and service of the notice under Clause 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Documents on the deemed receipt and service of the notice.

    7.2. If we must contact you, we will do so to the email address you provided in accordance with your order or by the App.

    7.3. Note that any notice given by you to us will be deemed received and properly served 24 hours after an email is sent.

8. EVENTS OUTSIDE OUR CONTROL

    8.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 8.2.

    8.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

    8.3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

    1. our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
    2. we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

9. HOW WE MAY USE YOUR PERSONAL INFORMATION

    9.1. Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in the Privacy Policy (https://magicscout.app/en-GB/legal/website/privacy) and it is important that you read that information.

10. OTHER IMPORTANT TERMS

    10.1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

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

    10.3. This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

    10.4. You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.

    10.5. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.

    10.6. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

    10.7. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

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

    10.9. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England.

    10.10. The Licencee is responsible to ensure that the Software is functioning properly with their mobile device and take reasonable steps to ensure that the Software and Licencee’s account is maintained to avoid unauthorised access by a third party.



Edition June 2024