Website Privacy Notice

Last updated: 4th September 2019

This privacy notice applies to all information collected through our Customer Portal website (as available from https://portal.numbereight.me), and/or any related services (we refer to them collectively in this privacy notice as the "Sites").

Please read this privacy notice carefully as it will help you make informed decisions about sharing your personal information with us.

Information we collect

In Short: We collect personal information that you provide to us such as name, address, contact information, passwords and security data, and payment information.

We collect personal information that you voluntarily provide to us when registering at the Sites expressing an interest in obtaining information about us or our products and services, when participating in activities on the Sites or otherwise contacting us.

The personal information that we collect depends on the context of your interactions with us and the Sites, the choices you make and the products and features you use. The personal information we collect can include the following:

  • Contact Details: your name, email address, and the organisation you represent.
  • Credentials: passwords and account recovery information.

All personal information that you provide to us must be true, complete and accurate, and you must notify us of any changes to such personal information.

How we use collected information

In Short: We process your information for purposes based on legitimate business interests, the fulfillment of our contract with you, compliance with our legal obligations, and/or your consent.

We use personal information collected via our Sites for a variety of business purposes described below. We process your personal information for these purposes in reliance on our legitimate business interests ("Business Purposes"), in order to enter into or perform a contract with you ("Contractual"), with your consent ("Consent"), and/or for compliance with our legal obligations ("Legal Reasons"). We indicate the specific processing grounds we rely on next to each purpose listed below.

We use the information we collect or receive:

  • To facilitate account creation and logon process. If you choose to link your account with us to a third party account *(such as your Google or Facebook account), we use the information you allowed us to collect from those third parties to facilitate account creation and logon process. This is Contractual.
  • To send you marketing and promotional communications. We and/or our third party marketing partners may use the personal information you send to us for our marketing purposes, if this is in accordance with your marketing preferences. You can opt-out of our marketing emails at any time (see "Your privacy rights" below). This is with Consent.
  • To send administrative information to you. We may use your personal information to send you product, service and new feature information and/or information about changes to our terms, conditions, and policies. This is with Consent.
  • To request feedback. We may use your information to request feedback and to contact you about your use of our Sites. This is for Business Purposes.
  • To protect our Sites. We may use your information as part of our efforts to keep our Sites safe and secure (for example, for fraud monitoring and prevention). This is for Legal Reasons.
  • To enforce our terms, conditions and policies. This is for Legal Reasons.
  • To respond to legal requests and prevent harm. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond. This is for Legal Reasons.

All personal information that you provide to us must be true, complete and accurate, and you must notify us of any changes to such personal information.

How your information is shared

In Short: We only share information with your consent, to comply with laws, or to fulfill business obligations.

Reasons we may share your data:

  • Legitimate Interest: We may share your data in order to achieve our legitimate business interests, in particular with:
    • MailChimp (The Rocket Science Group): your email address is shared for sending product information. This data will be rescinded if you opt out of our mailing list.
  • Consent: We may share your data if you have given us explicit consent to use it for a particular purpose.
  • Legal Obligations: We may disclose your information where we are legally required to do so in order to comply with applicable law, governmental requests, a judicial proceeding, court order, or legal process, such as in response to a court order or a subpoena (including in response to public authorities to meet national security or law enforcement requirements).
  • Vital Interests: We may disclose your information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved.
  • Business Transfers: We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.

Use of cookies and other tracking technologies

In Short: We may use cookies and other tracking technologies to collect and store your information.

Cookies are small files stored inside your web browser by websites which are sent back to the website each time a web page is loaded. Only the website which stores the cookie may read the cookie.

The following table shows the types of cookies we use on our Sites. Cookies related to security are mandatory, and hence there is no consent option given.

Cookie Type Usage Description
Security Authentication Maintaining information required for securely logging in to our Sites.

Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove cookies and to reject cookies. If you choose to remove cookies or reject cookies, this could affect certain features or services of our Sites. To opt-out of interest-based advertising by advertisers on our Sites visit http://www.aboutads.info/choices/.

How long we keep information

In Short: We keep your information until you no longer have an account with us, or as long as is otherwise required by law.

We will only keep your personal information for as long as it is necessary for the purposes set out in this privacy notice, unless a longer retention period is required or permitted by law (such as tax, accounting or other legal requirements). No purpose in this notice will require us keeping your personal information for longer than the period of time in which users have an account with us.

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

How we keep your information safe

In Short: We aim to protect your personal information through a system of organisational and technical security measures.

We have implemented appropriate technical and organisational security measures designed to protect the security of any personal information we process. However, please also remember that we cannot guarantee that the internet itself is 100% secure. Although we will do our best to protect your personal information, transmission of personal information to and from our Sites is at your own risk. You should only access the services within a secure environment.

Do we collect information from minors?

In Short: No.

We do not knowingly solicit data from or market to children under 13 years of age. By using the Sites, you represent that you are at least 13 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the Sites. If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we have collected from children under age 13, please contact us at hi@numbereight.me.

Your privacy rights

In Short: In some regions, such as the European Economic Area, you have rights that allow you greater access to and control over your personal information. You may review, change, or terminate your account at any time.

In some regions (like the European Economic Area), you have certain rights under applicable data protection laws. These may include the right (i) to request access and obtain a copy of your personal information, (ii) to request rectification or erasure; (iii) to restrict the processing of your personal information; and (iv) if applicable, to data portability. In certain circumstances, you may also have the right to object to the processing of your personal information. To make such a request, please use the contact details provided below. We will consider and act upon any request in accordance with applicable data protection laws.

If we are relying on your consent to process your personal information, you have the right to withdraw your consent at any time. Please note however that this will not affect the lawfulness of the processing before its withdrawal.

If you are resident in the European Economic Area and you believe we are unlawfully processing your personal information, you also have the right to complain to your local data protection supervisory authority. You can find their contact details here: http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

Your privacy rights

If you would at any time like to review or change the information in your account or terminate your account, you can:

  • Log into your account settings and update your user account.
  • Contact us using the contact information provided.

Upon your request to terminate your account, we will deactivate or delete your account and information from our active databases. However, some information may be retained in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our Terms of Use and/or comply with legal requirements.

Opting out of email updates: You can unsubscribe from our mailing list at any time by clicking on the unsubscribe link in the emails that we send or by contacting us using the details provided below. You will then be removed from the mailing list – however, we will still need to send you service-related emails that are necessary for the administration and use of your account. To otherwise opt-out, you may:

  • Note your preferences when you register an account with the site.
  • Access your account settings and update preferences.
  • Contact us using the contact information provided.

Specific rights for California residents

In Short: Yes, if you are a resident of California, you are granted specific rights regarding access to your personal information.

California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below. California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.

If you are under 18 years of age, reside in California, and have a registered account with the Sites, you have the right to request removal of unwanted data that you publicly post on the Sites. To request removal of such data, please contact us using the contact information provided below, and include the email address associated with your account and a statement that you reside in California. We will make sure the data is not publicly displayed on the Sites, but please be aware that the data may not be completely or comprehensively removed from our systems.

Updates to this notice

We may update this privacy notice from time to time. The updated version will be indicated by an updated "Revised" date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy notice, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy notice frequently to be informed of how we are protecting your information.

Contact information

If you have questions or comments about this notice, you may email us at hi@numbereight.me or by post to:

NumberEight Technologies Ltd.
1-15 Clere Street
London
EC2A 4UY
United Kingdom

Software Privacy Notice

Last updated: 16th October 2019

Our software development kit (the "SDK") processes information relating to users of mobile applications. In this notice, we refer to users as "End Users", and mobile applications as "Apps" or just "App", which run on a "Device", such as an iPhone.

For the purposes of this notice, the Apps belong to a client (the "Client"), who is a company or individual using our SDK.

This privacy notice applies to all information processed through our SDK, and information processed as a result of any additional services agreed between us and the Client (we refer to these services collectively as the "Service").

Information we collect

In Short: We collect information from the End Users' Devices and, if required by the Client, location information.

Some data is automatically collected for the purpose of understanding how End Users interact with the App, and for security reasons.

This information is non-sensitive, and is only linked to the End User through a device identifier at the Client's discretion.

If required by the Client, location information is used, but not attributed to the device identifier.

Below are some examples of what we may collect:

  • Non-identifiable data:
    • Device sensor data: acceleration, rate of rotation, external magnetic field, ambient light, barometric pressure, humidity, screen lock status.
    • Derived usage information: user motion, device position, physical place category, overall user situation, local weather, habitual behaviours.
    • Device statistics: Wi-Fi/cellular connection statistics.
  • Pseudonymous data:
    • Identifiers: a unique identifier for the device running the App.
  • Personally identifiable data:
    • Nearby device information: nearby Bluetooth/Wi-Fi devices.
    • Location information: GPS location or other location data.

We only collect personally identifiable information if the End User consents to this collection, usually via a permission consent dialogue when using the App.

How we use collected information

In Short: We use collected information for automated decision-making inside Apps. The information is always kept on the End Users' own Devices, except for when the Client wishes to collect the information for anonymised and aggregated reports.

We use information collected via the Client's Apps for a variety of business purposes described below.

We process information for these purposes in reliance on our legitimate business interests ("Legitimate Interests"), in order to enter into or fulfill a contract with the Client ("Contractual"), with End User consent ("Consent"), and/or for compliance with our legal obligations ("Legal Reasons").

We use the information we collect or receive:

  • To predict End User behaviour. Collected information is processed within the Client's Apps to help the Client make automated decisions. This is Contractual.
  • To generate anonymised reports of End User behaviour. If requested by the Client, Data may be sent via an encrypted internet connection to us to produce aggregated and anonymised reports of how users interact with their Devices when using the Client's Apps. This is Contractual.
    The data sent for this purpose is a small subset of what we process:
    • Non-identifiable data:
      • Derived usage information: user motion, device position, physical place category, overall user situation, local weather, habitual behaviours.
    • Pseudonymous data:
      • Identifiers: a unique identifier for the device running the App.
  • To improve our technology. Anonymous data may be used to improve our methodologies for the above uses. This is for Legitimate Interests.
  • To enforce our terms, conditions and policies. This is for Legal Reasons.

How information is shared

In Short: We only share End Users' information to comply with laws or to fulfill business obligations.

Reasons we may share End Users' information:

  • Legitimate Interest: We may share information with the Client in an anonymised and aggregated format in order to achieve contractual obligations.
  • Legal Obligations: We may disclose information where we are legally required to do so in order to comply with applicable law, governmental requests, a judicial proceeding, court order, or legal process, such as in response to a court order or a subpoena (including in response to public authorities to meet national security or law enforcement requirements).
  • Vital Interests: We may disclose information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved.
  • Business Transfers: We may share or transfer information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.

How long we keep information

In Short: End User information on the Device is discarded after 1 month, and information sent to us from the Device is kept for no longer than 6 months.

Information that derives from the Device is either discarded after a few seconds, or stored on the Device for up to 1 month. Due to technological limitations, old information cannot be deleted until the App is opened, uninstalled, or its data is cleared.

Information sent to us for the purposes of reporting is kept for no longer than 6 months to satisfy the conditions of the contract with the Client.

We will only keep End Users' personal information for as long as it is necessary for the purposes set out in this privacy notice, unless a longer retention period is required or permitted by law (such as tax, accounting or other legal requirements). No purpose in this notice will require us keeping personal information for longer than the effective duration of any contract between us and the Client.

When we have no ongoing legitimate business need to process personal information, we will either delete or anonymise it by removing all identifiers.

How we keep information safe

In Short: We keep as much information on End Users' Devices as much as possible and aim to suitably anonymise or pseudonymise any data sent to us from Devices.

Any information generated on a Device is either short-lived, or stored using appropriate technological measures to ensure that only the Client's App and the SDK can access the data.

We anonymise all location information before performing internet-based location lookups.

Any data sent to us to fulfil Client obligations is anonymised or otherwise pseudonymised to minimise the amount of personal information we store. We also have appropriate technical and organisational measures to further limit access to this information.

Do we collect information from minors?

In Short: No.

We do not allow Clients to provide us with any information about minors under 13 years old. If we learn that personal information from users less than 18 years of age has been collected, we will take reasonable measures to promptly delete such data from our records. If you become aware of any data we have collected from children under age 13, please contact us at hi@numbereight.me.

End User privacy rights

In Short: In some regions, such as the European Economic Area, End User have rights that allow them greater access to and control over personal information. End Users may review, change, or terminate the use of their data at any time.

In some regions (like the European Economic Area), End Users have certain rights under applicable data protection laws. These may include the right (i) to request access and obtain a copy of personal information, (ii) to request rectification or erasure; (iii) to restrict the processing of personal information; and (iv) if applicable, to data portability. In certain circumstances, End Users may also have the right to object to the processing of personal information. To make such a request, please use the contact details provided below. We will consider and act upon any request in accordance with applicable data protection laws.

If we are relying on End User consent to process their personal information, End Users have the right to withdraw their consent at any time. Please note however that this will not affect the lawfulness of the processing before its withdrawal.

If End Users are resident in the European Economic Area and a belief is held that we are unlawfully processing their personal information, they also have the right to complain to their local data protection supervisory authority. You can find their contact details here: http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

Your privacy rights

If End Users would at any time like to erase their information, they can:

  • Uninstall the App, or clear its data.
  • Contact us using the contact information provided.

Upon a request to erase the End User's data, we will deactivate or delete any related information from our active databases. However, some information may be retained in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our Terms of Use and/or comply with legal requirements.

Specific rights for California residents

In Short: Yes, if the End User is a resident of California, they are granted specific rights regarding access to their personal information.

California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If the End User is a California resident and would like to make such a request, they should request in writing to us using the contact information provided below. California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If the End User is a California resident and would like to make such a request, they should request in writing to us using the contact information provided below.

Updates to this notice

We may update this privacy notice from time to time. The updated version will be indicated by an updated "Revised" date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy notice, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy notice frequently to be informed of how we are protecting your information.

Contact information

If you have questions or comments about this notice, you may email us at hi@numbereight.me or by post to:

NumberEight Technologies Ltd.
1-15 Clere Street
London
EC2A 4UY
United Kingdom

Software License Agreement

Last updated: 23rd September 2019

Thank you for your interest in NumberEight Technologies Ltd ("NumberEight"), and its real-time contextual intelligence services (the "Service") and related software development kit (the "SDK") designed to enable software developers to build applications on top of the Service.

This Software License Agreement (the "Agreement") governs use of the SDK by you, and/or the entity on whose behalf you are downloading the SDK (the "Licensee"). The SDK consists of the redistributable libraries ("Libraries"), documentation ("Documentation"), sample code ("Sample Code"), and other materials provided to you directly in the applicable SDK download, along with any upgrades, modified versions, and additions thereof.

By downloading, installing, or otherwise accessing or using the SDK, you agree that you have read, understood, and agree to be bound by the agreement. If you do not agree, you may not use the SDK.

Accordingly, the Licensee and NumberEight acknowledge and agree as follows:

License

Subject to all terms hereof, NumberEight hereby grants the Licensee

  • a non-exclusive, non-transferable, revocable license to install and use the NumberEight SDK in object code solely for the purposes of integrating the NumberEight SDK into one or more Licensee mobile applications (referred to in singular form as the "Mobile Application") and to distribute the NumberEight SDK as part the Mobile Application and have such Mobile Application used by End Users, and
  • a non-exclusive, non-transferable, revocable right to access through a web interface the NumberEight Customer Portal website (as available from https://portal.numbereight.me) (the "Portal") that makes available aggregated information and usage metrics based on device data provided through the NumberEight SDK integrated in the Mobile Application installed on mobile devices of the End Users (such information and device data hereinafter jointly the "Data").

"End User" shall mean any person to which the Licensee distributes its Mobile Application. A reference to the "NumberEight SDK" includes a reference to any part thereof and to any relating documentation.

Copies

The Licensee is authorised to duplicate the NumberEight SDK for internal test and development purposes and for distribution of the Mobile Application to End Users. The Licensee is further allowed to make a reasonable number of copies of the NumberEight SDK for non-productive backup and recovery purposes. Any and all such copies shall in all respects be subject to the terms and conditions of this agreement. The Licensee shall not make copies of the NumberEight SDK additional to those expressly permitted in this agreement nor copy any documentation accompanying the NumberEight SDK other than as strictly needed for its permitted use. The Licensee shall not remove or obscure any copyright and/or trademark notices or other proprietary notices in the NumberEight SDK. All notices must be duplicated as they appear on the NumberEight SDK on all authorised copies.

Restrictions

The Licensee may combine the NumberEight SDK with its Mobile Application. Except to the extent expressly permitted by law, the Licensee shall not otherwise modify, adapt, merge or create derivative works of the NumberEight SDK nor electronically transfer into another computer language, translate, reverse engineer or reengineer the NumberEight SDK. The Licensee will not

  • disclose its Portal credentials ("Credentials") to any third party;
  • disclose the NumberEight SDK to any third party other than
    • its service providers that are under obligations in respect of the NumberEight SDK no less stringent than those set forth herein, or
    • End Users as an integrated part of the Mobile Application;
  • attempt to access any systems, programs or data of NumberEight to which no access is granted hereunder or that are not required for the Licensee’s activities in connection with this agreement; or
  • use any device or software to interfere or attempt to interfere with the proper operation of the Portal.

The Licensee will notify NumberEight immediately if it learns of any unauthorised use of its Credentials or unauthorised acquisition of Data. The Licensee will not, and will ensure that its End Users shall not decompile, disassemble, analyse or examine the NumberEight SDK or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the NumberEight SDK (except to the extent allowed by the applicable laws), e.g. for the purpose of reverse engineering, re-engineering or rebuilding an SDK with the same or similar functionalities.

Consideration

The Licensee shall pay to NumberEight the fees set forth on all related invoices. All amounts are exclusive of VAT (or any similar tax) which the Licensee will pay at the rate from time to time prescribed by law. Payment of NumberEight’s invoices will be made within thirty (30) days of the invoice date by bank transfer in GBP free of any deductions. All invoices shall be deemed accepted unless disputed in good faith within thirty (30) days after the invoice date. If an invoice is disputed, the Licensee shall pay the undisputed portion of the invoice when due. Any amount due but not paid in full on the due date shall automatically and without prior notice be increased with an interest for late payment of ten percent (10%) per year. This amount will, by way of indemnity, automatically and without prior notice be increased by ten percent (10%) with a minimum of one hundred GBP (£100) from the day following the due date of the invoice, in addition to the principal amount and the interest for late payment. In addition to any other rights under this agreement, NumberEight shall have the right to suspend the use of the Portal and connectivity of the NumberEight SDK in case of late payment. The Licensee will fully reimburse NumberEight the costs of notice, collection and recovery (including attorney’s fees and expenses) made in connection with any unpaid invoice. NumberEight may increase the fees on an annual basis by giving thirty (30) days prior written notice to the Licensee, provided that the annual percentage increase in the fees shall not exceed the aggregate percentage increase of the Bank of England Consumer Prices Index.

Intellectual Property Rights

The NumberEight SDK and the Portal are protected by applicable laws of England and Wales and foreign laws and treaties, including copyright laws and treaty provisions. NumberEight and its third party licensors retain all title to, and, except as expressly and unambiguously licensed herein, all rights and interest in the NumberEight SDK and the Portal and all copies, versions, enhancements and derivative works thereof (other than the Licensee part of the Mobile Application) and all related documentation and materials, the NumberEight trademarks, trade names, icons and logos, and any and all intellectual property throughout the world in the foregoing. Except for the limited license granted herein, nothing herein shall be construed as NumberEight granting to the Licensee or an End User any right, title or interest in or to the NumberEight SDK or the Portal or any patent, trade secret or other intellectual property rights of NumberEight. All copies of the NumberEight SDK remain the property of NumberEight. The Data shall be controlled by the Licensee, and a perpetual, exclusive, non-transferable, revocable license shall be granted to NumberEight to process the Data on behalf of the Licensee. NumberEight may utilise all comments, suggestions and reports, whether written or oral, furnished by the Licensee to NumberEight in connection with its access to and use of the Portal and the NumberEight SDK ("Feedback"). The Licensee hereby grants to NumberEight a worldwide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right and license to incorporate the Feedback into NumberEight products and services.

Confidentiality

Each party (the "Recipient") acknowledges that any information supplied by the other party (the "Provider") (including but not limited to the terms of this agreement and the NumberEight SDK) is confidential and undertakes to keep secret any such information until it enters the public domain through no fault of Recipient. Recipient shall not without Provider’s prior written consent disclose the information to any third party, nor use the same for any purpose other than exercising its rights or performing its obligations under this agreement. Recipient shall take all steps necessary to prevent any of the information becoming known to unauthorised third parties other than its agents, consultants and advisors subject to such agents, consultants and advisors entering into confidentiality agreements no less restrictive than the provisions hereof.

Warranties

The Licensee warrants that

  • it will abide by all applicable laws, regulations and industry guidelines, including data protection and privacy laws and all laws, rules and regulations applicable to the Mobile Application integrating the NumberEight SDK and to (the use of) all Data processed by NumberEight on behalf of or provided to the Licensee,
  • it shall bind each End User through an explicit opt in to a privacy notice that contains at least the consents, notices, information and opt-out possibilities as required by the applicable laws, regulations and industry guidelines,
  • the Mobile Application does not infringe upon third party rights and is not vulgar, profane, pornographic or obscene, and
  • it will maintain appropriate administrative, technical and physical security safeguards with respect to its Credentials.

The Licensee shall not make any representations or warranties to any End User that are inconsistent with the warranties and representations contained herein. Other than as expressly set forth herein, NumberEight does not make any express or implied warranties, conditions, or representations to the Licensee or the End User with respect to the NumberEight SDK or the Portal or otherwise regarding this agreement, whether oral or written, express or implied. Without limiting the foregoing, any implied warranty or condition of merchantability, the implied warranty against infringement, and the implied warranty or condition of fitness for a particular purpose, quality, accuracy or availability are expressly excluded and disclaimed. NumberEight does not warrant that the use of the NumberEight SDK or the Portal shall be uninterrupted or error-free or that there will be no loss of transmitted information. NumberEight shall have the right, but not the obligation, to monitor the Mobile Application and the Data in order to determine compliance with this agreement. In the event that NumberEight determines that the Mobile Application or the (use of) Data violates the provisions of this agreement, NumberEight may suspend the Licensee’s use of the Portal, terminate this agreement and/or make such disclosures on the Mobile Application or the (use of) Data as it deems appropriate.

Liability and Indemnity

To the maximum extent permitted by law, NumberEight will not be liable for

  • any lost data or other indirect or consequential damages of any character, including, without limitation, damages for loss of profits, loss of goodwill, work stoppage, device failure or malfunction, or any and all other commercial damages or losses,
  • the cost of procuring substitute products, services or technology,
  • any use or loss of Data by the Licensee or by any third party who has obtained such Data (directly or indirectly) from the Licensee, or
  • any amounts in excess of the License Fees paid to NumberEight under this agreement during the six (6) months preceding the date the cause of action arose.

The Licensee assumes total responsibility and risk for its use of the NumberEight SDK and the Data and distribution of the Mobile Application. The Licensee shall indemnify, defend and hold NumberEight harmless from and against all claims, suits, proceedings, awards, judgments, penalties, fines, damages, losses, liabilities, costs and expenses resulting from any and all third party (including End Users and public authorities) claims against NumberEight relating to any breach of this agreement by the Licensee or the End Users or any use of the Data (or loss of Data) by the Licensee or by any third party who has obtained such Data (directly or indirectly) from the Licensee. As used in this section, "NumberEight" includes its employees, directors, officers, agents, representatives, subcontractors, service providers and suppliers. Claims for damages must be made by the Licensee within six months of the incident to which they relate or be forever barred.

Termination

This agreement enters into force immediately upon first use of the SDK or Service and shall terminate on its one-year anniversary ("Initial Term"). This agreement shall automatically renew for successive one-year periods (each, a "Renewal Term") unless one party notifies the other in writing at least sixty (60) days prior to the end of the Initial Term or any Renewal Term that it does not wish to renew this agreement. This agreement and the rights granted to the Licensee shall terminate on receipt of termination notice if the Licensee fails to comply with any of the terms and conditions of this agreement (including non-payment within the time period specified in Section 4). Either party may terminate this agreement upon written notice in the event that the other party files a petition in bankruptcy or proceedings in bankruptcy are instituted against it, or any court assumes jurisdiction of such party and its assets pursuant to proceedings under any bankruptcy or reorganization act, or a receiver is appointed of that party’s assets or that party makes an assignment for the benefit of its creditors. Upon termination, all licenses granted herein shall terminate, NumberEight may erase all Data, and the Licensee shall immediately destroy all copies of the NumberEight SDK (including any documentation relating thereto) in its possession. Such termination shall be without prejudice to any other rights or remedies of NumberEight under this agreement or applicable law. Termination shall not relieve the Licensee of its obligations which by their nature are intended to survive termination. NumberEight reserves the right to change, modify and discontinue the NumberEight SDK or any part of the Portal at any time.

Importation and Exportation

The Licensee acknowledges and agrees that it shall not import, export, or re-export the NumberEight SDK (including as part of the Mobile Application) to any country in violation of the laws and regulations of any applicable jurisdiction. The Licensee shall defend, indemnify, and hold NumberEight harmless from any losses, costs, claims, or other liabilities arising out of the Licensee’s breach of this Section.

Miscellaneous

In the event that any provision hereof shall be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. This agreement is governed by and construed under the laws of England and Wales, without regard to its conflicts of law principles. The parties agree that any legal proceeding with respect to or arising under this agreement shall be brought exclusively in the Courts of England and Wales. NumberEight has the right to disclose any the Licensee and End User information and the Data to law enforcement authorities, government officials or a third party, as NumberEight believes is reasonably necessary to enforce or verify compliance with this agreement or comply with the law. NumberEight may refer to the Licensee as one of its clients. This software license agreement jointly with any additional contract or license agreement between NumberEight and the Licensee at the time of commencement represents the entire agreement between the parties with respect to the subject matter covered by this agreement. The provisions of any additional contract or license agreement shall prevail over the provisions of this software license agreement in the event that their provisions are in direct conflict. This Software License Agreement may not be modified or amended except by a writing signed by the parties. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement. Neither this agreement nor any of the Licensee’s rights or obligations hereunder can be assigned by the Licensee without the previous written consent of NumberEight.