This End User License Agreement (referred to as ‘EULA’) establishes the terms and conditions under which OIKOS DIGITAL LTD grants the users a license to use the Turbo Admin Browser Extension (referred to as the ‘Software’).
If You purchase a License Key and activate the Software then You are deemed to have accepted this EULA. If you do not agree to any aspect of this EULA then you must not use or activate the Software.
1.1. To simplify and make this EULA easier to understand, the following words (when having a capitalised initial letter) shall have the given meanings.
‘Distribution Provider’ means a third party from where the software or License Key is lawfully available.
‘Intellectual Property’ means all rights, benefits and privileges vested by UK law and worldwide treaties attached to any invention, patent, utility model rights, copyright and related rights, registered design, unregistered design rights, trade mark, trade name, internet domain name, design rights, service marks, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by Oikos in any part of the world whether or not registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future
‘License’ means a permission to use the Software and the Intellectual Property owned by or licensed to Oikos which are attached to the Software.
‘Oikos’ means OIKOS DIGITAL LTD is a private limited company with a registered office at 56 Hughes Street, Swindon, SN2 2HG and a company registration number of 08452502.
‘Person’ means an individual, company, firm, partnership, organisation, trust, society, authority, or other legal entity whether incorporated or unincorporated.
‘Software’ means the Turbo Admin Browser Extension and any updates, upgrades, modifications, amendments or patches.
‘You’ or ‘Your’ means the Person who purchases a license key to use the Software.
1.2. A reference to ‘written’ or ‘writing’ means any format including email.
1.3. A reference to ‘includes’ or ‘including’ is not limited to any options, lists or suggestions which follow those words.
1.4. An obligation, requirement, or limitation to do or not to do a thing includes an obligation, requirement, or limitation not to allow another Person to do or not to do the thing.
1.5. Headings are for convenience only and shall not affect or interfere with the construction or interpretation of the EULA.
2.1. The Software adds a command palette and other enhancements to the admin dashboard of WordPress websites when the dashboard is accessed through a web browser.
2.2. The features and functions of the Software are intended to operate and perform correctly with WordPress websites when downloaded and installed as an extension to Firefox, Chrome, and Chromium-based web browsers.
2.3. Oikos may, but is not obliged to update, upgrade, modify, amend, or patch the Software to:
2.3.1. add new features or functions;
2.3.2. remove outdated or obsolete features or functions;
2.3.3. address a compatibility issue;
2.3.4. address a security issue;
2.3.5. correct any defects, faults or errors which may arise in the Software.
2.4. You acknowledge and accept that downloading the Software is subject to:
2.4.1. Your lawful use of a web browser and a WordPress website and compliance with all terms and conditions or license
restrictions of the web browser or WordPress; and
2.4.2. all additional costs of having access to the internet from Your internet Service Provider; and
2.4.3. technology, web browsers, platforms, devices, and computer languages are constantly being developed, modified, and updated, therefore Oikos cannot guarantee that the software will be compatible with, or function correctly, on all devices or web browsers at all times; and
2.4.4. the intended look, layout and functionality of the Software may be changed or distorted by Your individual settings on the device, web browser or WordPress website; and
2.4.5. the internet and devices which provide access to the internet are inherently insecure, therefore Oikos cannot guarantee that the Software will not be subject to unauthorised access or manipulation from third parties or third party software; and
2.4.6. the Software has not been developed to meet Your individual or specific requirements, and that it is therefore Your responsibility to ensure that the facilities and functions of the Software meet Your requirements; and
2.4.7. Oikos has no way of knowing what software or applications are downloaded or functioning on Your device therefore Oikos does not guarantee that any third party software or application will be compatible with the Software nor that the Software will be compatible with any third party software or application.
3.1. Subject to Your purchase of a License Key and ongoing compliance with this EULA, Oikos hereby grants You a conditional, non-exclusive, non-transferable, non-sublicensable, revokable, License to download and use the Software for your own use.
3.2. The EULA is only granted upon purchasing a License Key and cannot be shared, sold, transferred, assigned, or novated to any other Person.
3.3. The EULA is to download and use the Software on the number of installations stated in the information material on Oikos’s website or shopping cart when purchasing the License Key. An installation means one web browser irrespective of the number of devices, for example a License for 6 installations would allow the Software to be installed in 1 web browser in 6 devices, or 2 web browsers on 3 devices, or any other combination which does not exceed 6 installations. Using or attempting to use the Software on more installations than the License permits shall always be a material breach of the License.
3.4. This EULA is only available in the English language. If it is printed in any other language the English version will prevail.
4.1. You shall not or allow, at any time, directly or indirectly, whether the Software is activated or not:
4.1.1. use the Software beyond its intended purpose or the scope of this EULA;
4.1.2. exceed the permitted number of installations for which the EULA is granted;
4.1.3. use the Software in any way that will or may breach the terms and conditions attached to a web browser, WordPress, Distribution Platform or any other third party;
4.1.4. copy, distribute, reproduce, modify, create derivative works, reverse engineer, decompile, disassemble, modify, adapt, vary, or carry out repairs or otherwise interfere with the operational functions or the source code of the Software or any part of the Software or source code;
4.1.5. license, sub-license, sell, rent, loan, lease, share, transfer, assign, or novate the Software or any Intellectual Property in the Software or any part of the Software;
4.1.6. commercially exploit the Software, any part of the Software, the License, or any Intellectual Property in the Software.
4.2. Oikos may incorporate into the Software any mechanism (which may be encrypted) designed to protect and manage its Intellectual Property against unauthorised use, reproduction, copying, plagiarism, distribution, transmission, broadcast, or access, where such mechanism is incorporated You are prohibited from removing, disabling, editing, decompiling, or disassembling mechanism.
5.1. Oikos may appoint Distribution Platforms to make the Software and License Keys available to You.
5.2. The downloading of Software and purchase of a License Key will be subject to any additional terms and conditions of the Distribution Platform.
5.3. Where a Distribution Platform is used then Oikos shall not have a contract with You for the purchase of the License Key and the Distribution Platform shall determine and be responsible for any method of downloading, method of payments, cancellation, and refunds.
6.1. A license fee is payable in consideration of the license to use the Software.
6.2. The License fee shall be payable by purchasing a License Key.
6.3. The License fee may be a single payment or by a renewable subscription.
6.4. If the License fee is a single payment then the EULA is perpetual, meaning that You can use the downloaded Software and any updates (subject to clause 6.6) for as long as You want to, notwithstanding Oikos’s right to terminate the License under clause 9.
6.5. If the License fee is a subscription then the subscription shall be payable upon the end of a subscription period before any subsequent subscription period begins.
6.6. Where Oikos offers any upgrades or additional features there may be an additional charge for the upgraded version.
7.1. All Intellectual Property in the Software is owned by or licensed to Oikos.
7.2. Your right to use the Intellectual Property in the Software is by way of License and not sold, nothing in this EULA shall transfer, assign, or novate title or ownership of any Intellectual Property to You.
7.3. Under no circumstances will the Software or its source code be deemed or implied to be open source, or publicly available.
7.4. If the Software contains or include any third party or open source software then Oikos shall have a license to use that Intellectual Property which shall be sub-licensed to You.
8.1. This clause 8 sets out the full and maximum extent of Oikos’s liability to You in respect of Your use of the Software.
8.2. Nothing in this clause 8 or anywhere else in this EULA shall exclude or limit Oikos’s liability for:
8.2.1. fraud or fraudulent misrepresentation;
8.2.2. death or personal injury caused by negligence;
8.2.3. any liability to the extent that it is not capable of being limited or excluded by Law.
8.3. Notwithstanding Clause 8.2, the Software is provided by Oikos and contributors "as is" and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall Oikos be liable to You in law, statute, equity, restitution, contract, tort (including negligence) or otherwise, irrespective of the legal theory behind any claim for –
8.3.1. incidental, special, indirect, consequential, or punitive damages;
8.3.2. loss of profits;
8.3.3. loss of business, business opportunities, revenue, or turnover;
8.3.4. depletion of goodwill and/or similar losses;
8.3.5. loss or corruption of data or information;
8.3.6. pure economic loss;
8.3.7. loss of anticipated savings or wasted expenditure (including management time); or
8.3.8. loss or liability under or in relation to any other contract.
8.4. You shall unconditionally indemnify Oikos, on a full indemnity basis and without limitation on damages and losses against all and every type of expenses, costs, losses, or damages incurred, received, or suffered whether in law, statute, equity, contract, or tort resulting from your own:
8.4.1. conduct, actions, or inactions that is outside and beyond the terms of this EULA;
8.4.2. failure to follow any instructions for the downloading or use of the Software;
8.4.3. failure to comply with any license or terms and conditions governing the use of a WordPress website, web browser, software, service provider, Distributor Platform, merchant of record or other third party;
8.4.4. choice not to upgrade to a newer version of the Software;
8.4.5. breach of a third party’s intellectual property;
8.4.6. breach of Data Protection regulations or a persons Data Protection rights;
8.4.7. any errors, mistakes, or incorrect information that You put into the Software;
8.4.8. breach of any intellectual property rights and privileges of a third party;
8.4.9. malfunction or failure of the Software that could not have been reasonably predicted, expected, foreseen, or prevented;
8.4.10. any unauthorised access or usage of the Software resulting from You not keeping any access information to the Software or device secure;
8.4.11. failure of Your or device’s security systems or security software downloaded onto Your device;
8.4.12. permitting access to the Software by inadequately trained or supervised individuals or employees;
8.4.13. damage to the device or loss of data, however caused;
8.4.14. failure of the Client to hold or maintain suitable and adequate insurance cover.
8.5. Neither party shall be held in breach of this EULA, or held liable in damages for any event, delay, default resulting from force majeure event or conditions beyond a party’s control, including adverse weather, war, civil protests, or commotions, strikes, industrial disputes, fires, floods. storms, Governmental restrictions or rules, pandemics, epidemics, national or local emergencies, power failures or surges, or network failures.
8.6. In any event that You suffer any loss, damage, costs, expenses, or claims whether financial, reputational, or otherwise Oikos total and cumulative liability shall always be limited to and shall not exceed the fees and charges paid by You in any 12 month period.
8.7. All limitations on liability are individual and separate and shall survive Termination of this EULA.
9.1. This EULA shall terminate
9.1.1. If You are in breach of any aspect of the EULA;
9.1.2. If the EULA is subject to subscriptions or renewal and you fail to pay any subscriptions or otherwise renew the EULA;
9.1.3. If the Software becomes no longer available or functionable;
9.1.4. If either party becomes incapable of performing its obligations through death, incapacity, insolvency, winding up or bankruptcy.
9.2. Upon termination, any rights of access or right to use the Software shall cease.
9.3. Termination shall not affect any right or obligation which existed up to the date of termination.
9.4. Any right or obligation which expressly or by its nature is intended to survive termination shall continue to have full effect.
10.1. No forbearance, tolerance or delay in exercising or enforcing any right, power, obligation, authority, or privilege created by this EULA shall limit, remove, or otherwise interfere with exercising or enforcing that right, power, obligation, authority or privilege at a later time or later occurrence.
11.1. Except as expressly provided in this EULA, the rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by law.
12.1. If any term of this EULA shall be deemed unenforceable, unlawful, or void by a Court of law all other provisions, rights and obligations shall be unaffected. The unenforceable, unlawful, or void term shall be re-written in a manner where, as far as the law allows, the new term shall retain the meaning or intention of the removed one.
13.1. It is not intended that a third party should have the right to enforce a provision of this EULA pursuant to the Contracts (Rights of Third Parties) Act 1999 except for any right of recourse of an insurance provider where such a right exists.
14.1. The validity, construction, and performance of this EULA shall be governed by the laws of England and Wales.
14.2. The Parties submit to the exclusive jurisdiction of the Courts of England and Wales.