This is a legally binding agreement between Licensee (either an individual or an incorporated entity and its affiliates and subsidiaries), referred as “YOU” or “you” and VI8 Ltd having its corporate address at 71-75 Shelton Street, Covent Garden London, WC2H 9JQ UNITED KINGDOM referred to herein as “Licensor”. This End User License Agreement (hereinafter referred to as “Almo EULA”) shall govern the use of Almo for Outlook Outlook wherein “Azure DevOps” means Azure DevOps Server which is an additional Microsoft software. YOU MUST ENSURE THAT YOU PURCHASE THE NECESSARY MICROSOFT LICENSES TO USE Azure DevOps.
The Almo For Outlook Software is being developed to perform following functions:
i) create and link an Azure DevOps work item with an Outlook email,
ii) create and link an Azure DevOps with an Outlook calendar appointment,
iii) create and link an Azure DevOps with an Outlook task.
Downloading, installing, opening or using all or any portion of this software indicates your acceptance of all the terms and conditions of this ALMO EULA No other terms and conditions outside of this EULA shall govern the use of this Software without prior written consent from both parties. This EULA is enforceable against both parties that use and provide the Software. If you do not agree to the terms of this ALMO EULA, please do not use this Software.
IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS SOFTWARE OR THE DOCUMENTS IN HARD COPY, IN DIGITAL FORM OR IN ANY OTHER MEDIUM WHETHER EXISTING OR NOT YET EXISTING, EXCEPT THE PERMITTED USE OF THIS SOFTWARE. LICENSOR OWNS THE TITLE, COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD.
ANY USE OF THE SOFTWARE WILL CONSTITUTE YOUR AGREEMENT TO THIS ALMO EULA (OR AMENDMENT OF ANY PREVIOUS CONSENT, AGREED TO BY BOTH PARTIES). This ALMO EULA applies to the whole as well as part of the Software. You are deemed to have read, understood and accepted the terms of this ALMO EULA when you Install or Use the Software.
The following definition shall apply to this ALMO EULA:
The Software cannot be installed on Windows Server or Windows NT range of server operating systems. The Software does not work on Outlook web clients. The Software Installs NET Framework 4.7.2 and Microsofts’s VSTO (Visual Studio Tools for Office) runtime if the installer detects that they are missing on the system. It is assumed that the user accepts the ALMO EULA of these products.
“SSL protocol” means Secure Sockets Layer, it is the most widely deployed security protocols that provide a secure channel between two machines operating over internet or internal network. It is a standard security technology for establishing encrypted links between a server and a client, typically a web server (website) and a browser; or a mail server and a mail client.
ALMO uses the following open source and/or redistributable software. By accepting this ALMO EULA and installing ALMO you are also accepting the EULA of these components. Their respective license agreements can be found in a folder titled “Licenses” in the same location where ALMO is installed. The list and the links to their agreements are as follows
TERM OF YEARS AND NUMBER OF USERS:
This License is effective from the time you accept the terms and conditions of this ALMO EULA and will last for a term of one year unless stated otherwise during procurement process. This ALMO EULA grants you a limited, non-exclusive License (“License”), for a specific number of named users, as outlined in the applicable Order Form, requiring a unique email ID. This License granted herein can be activated maximum 20 times for that email ID. The email ID for which the License is registered needs to be configured inside the Microsoft Outlook software in use where ALMO is installed.
Use by any other person, company, affiliate, corporation, Limited Liability Company, trust, or other separate legal entity will require a separate License. This includes companies that may be affiliated to you by ownership or otherwise. The license granted herein shall remain in effect perpetually until such time the purchased subscription is valid, completely paid for and not cancelled or deactivated, but shall terminate upon your Use of the Software beyond the scope licensed herein or upon your violation of any term or condition hereof. All protections with which Software is provided under this ALMO EULA shall survive the termination of your license to Use the Software.
Unless otherwise provided herein, you may terminate this ALMO EULA or applicable Order Form for convenience, without cause, at any time by providing at least thirty (30) days written notice of such termination to Licensor. Upon such termination, Licensor will recover, as its sole remedy, payment for Software provided and performed in accordance with this Agreement and not previously paid. Licensor hereby waives and forfeits all other Claims for payment including without limitation, anticipated profits or revenue or other economic loss arising out of or resulting from such termination.
Licensor and its suppliers retain all title, ownership, and intellectual property rights in the Software, including but not limited to all supporting documentation, files, marketing material, images and multimedia. The Software is protected by copyright and other intellectual property laws and by international treaties. The Software may include security measures designed to control access and prevent unauthorized copying and use. You agree not to intentionally interfere with any such security components. Licensor permits you to download, Install, Use, or otherwise benefit from the functionality or intellectual property of the Software only in accordance with the terms of this ALMO EULA.
Notwithstanding the contrary, all pre-existing materials of either party shall remain the property of the respective party, and there shall be no acquired rights by either Licensor or you of the other party’s pre-existing materials other than those expressed under this ALMO EULA or under separate written agreement between the parties.
“Confidential Information” means all oral, written, electronic, or documentary information disclosed prior to or after execution of this Agreement or access after the execution of this Agreement about or belonging to the other, including but not limited to marketing philosophy, strategies (including tax mitigation strategies), techniques, and objectives; advertising and promotional copy; competitive advantages and disadvantages; financial results; technological developments; loan evaluation programs; customer lists; account information, profiles, demographics, and Non-Public Personal Information (defined below); credit scoring criteria, formulas, and programs; research and development efforts; any investor, financial, commercial, technical, or scientific information (including, but not limited to, patents, copyrights, trademarks, service marks, trade names and dress, and applications relating to same, trade secrets, software, code, inventions, know-how, and similar information); and any and all other business information.
“Non-Public Personal Information” shall include all personally identifiable financial information in any list, description, or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not publicly available, and shall further include all Non-Public Personal Information as defined by Federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time, and any state statutes or regulations governing this Agreement.
“Personally Identifiable Financial Information” means any information a consumer provides to a party in order to obtain a financial product or service, any information a party otherwise obtains about a consumer in connection with providing a financial product or service to that consumer, and any information about a consumer resulting from any transaction involving a financial product or service between a party and a consumer. Personally Identifiable Financial Information may include, without limitation, a consumer’s first and last name, physical address, zip code, e-mail address, phone number, Social Security number, birth date, account number and any information that identifies, or when tied to the above information may identify, a consumer.
The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be.
Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto; (iv) to Licensors, Agents, and consultants designated by the parties; or (v) pursuant to the exceptions set forth in 15 USC 6802(e) and accompanying regulations, which disclosures are made in the ordinary course of business. If a subpoena or other legal process seeking Confidential Information is served upon either party, such party will notify the other immediately and, to the maximum extent practicable prior to disclosure of any Confidential Information, will, at the other’s request and reasonable expense, cooperate in any lawful effort to contest the legal validity of such subpoena or other legal process. The restrictions set forth herein shall apply during the term and after the termination of this Agreement. All Confidential Information furnished to Licensor or you, as the case may be, or to which Licensor or you gains access in connection with this Agreement, is the respective exclusive property of the disclosing party.
“Agents” means each of the parties’ advisors, directors, officers, employees, contractors, consultants, affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agents of the recipient receive Confidential Information, such recipient party shall be responsible for such Agents’ full compliance with the terms and conditions of this Agreement and shall be liable for any such Agents’ non-compliance.
The party disclosing the information is referred to as the “Owner” of the information, and the party receiving the information is referred to as the “Recipient”. “Owner” and “Recipient” specifically include Agents of the Owner and Recipient.
The term “Trade Secrets” means Confidential Information that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain secrecy.
Confidential Information and Trade Secrets do not include information which: (i) is already known to the Recipient prior to receipt from the Owner as evidenced by prior documentation; (ii) is or becomes publicly known through no wrongful act of the Recipient; (iii) is rightfully received by the Recipient from a third party without restriction and without breach of this or any other agreement; or (iv) is approved for release by written authorization of the Owner.
All Confidential Information and Trade Secrets and all tangible forms of such information, shall remain the property of the Owner. Upon the earlier of (a) completion by a party of its use of the other’s Confidential Information and Trade Secrets in connection with the Opportunity; or (b) receipt of written notice to the Owner for return of the Confidential Information, the Recipient will promptly (at the election of the Owner) either: (i) deliver to the Owner; or (ii) destroy all information in the Recipient’s possession containing Confidential Information (including any and all whole or partial copies), whether such information is in written, electronic, or other form. Upon the request of the Owner, an officer of Recipient will confirm in writing that all Confidential Information has been returned or destroyed.
Obligations of Confidentiality. The Recipient shall keep the Confidential Information confidential and secure, shall use a standard of care at least as high as it uses to protect its own Confidential Information and trade secrets, and shall in no event use less than a reasonable standard of care. Recipient shall take reasonable measures to prevent its Agents, employees, and subcontractors from using or disclosing any Confidential Information, except as may be necessary to perform its obligations pursuant to this Agreement. Such measures include, but are not limited to: (i) education of such Agents, employees and Subcontractors as to the confidential nature of the Confidential Information; and (ii) securing a written acknowledgement and agreement from such Agents, employees, and subcontractors that the Confidential Information shall be handled only in accord with the provisions of this section.
The parties acknowledge and agree that their respective obligations under this Agreement are necessary to protect the Owner and the Recipient’s business, and each expressly acknowledges that monetary damages standing alone will not be adequate to compensate the Owner in the event of an actual or threatened unauthorized disclosure, misappropriation, or misuse of the Confidential Information or Trade Secrets by the other party. Accordingly, each party agrees and acknowledges that any such breach or threatened breach of the terms of this Agreement will cause irreparable harm to the other and that, in addition to any other remedies that may be available at law, in equity or otherwise, the Owner shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any breach, without the necessity of proving actual damages.
You may not rent, lease, sell, sublicense, assign or transfer your rights in the software, or authorize any portion of the Software to be copied onto another individual or legal entity’s computer. You acknowledge that any attempted rent, lease, sell, sublicense, assign or transfer shall be void except in accordance with the terms contained herein.
You may either:
Copyright Law of England (Copyright, Designs and Patent Act, 1988) and international Intellectual Property laws and treaties protects the software. You must treat the Software like any other copyright material. You may not:
You can refer to the existence of this ALMO EULA in press release, website, advertising or any materials publicly distributed or accessible material, without the prior written consent of Licensor.
Unless you explicitly prohibit by written communication to Licensor’s email address, Licensor can: (a) advertise or publish the fact that Licensor has contracted to furnish you any Services or products; (b) use any your trademarks or your trade names in Licensor’s advertising or promotional materials; (c) use your information in any form of electronic communication such as web sites (internal or external), blogs, or other types of postings.
Once the License is purchased, you can restart Outlook and ALMO will automatically pick up the new License. ALMO will periodically connect to its servers to enforce Licensing policy. ALMO uses the following information to enforce it’s licensing policies
If ALMO is unable to connect to its servers in a 24 hours period the Licensee will be unable to Use ALMO until such time ALMO is able to connect to its servers and verify the License of the Licensee. It is Licensee’s responsibility to ensure there are no network related restrictions preventing ALMO from reaching its servers. The internet address used for this purpose would always be of the nature of http://*.getalmo.com and/or https://*.getalmo.com and/or https://*.getalmo.co.uk and/or http://*.getalmo.co.uk where * represents any permissible and valid domain name qualifier. The Licensee must ensure these server names and addresses are reachable from the device and network where ALMO is used.
You agree not to attempt to, and not to, control, disable, modify or remove any component of the Software license key protection system. You also agree not to access, attempt to access, copy, share or distribute the license key for any purpose other than as permitted herein.
The remote enforcing of software protection can be optionally disabled if You purchase the Enterprise Plan of ALMO.
By using the Software, you consent to receiving Software updates, modifications, and/or patches that address issues such as security, interoperability, and performance.
Licensor shall provide you, without additional charge, updates of the Software system as made by Licensor. Such enhancement shall include all minor modifications to the Software system, which increases the speed efficiency, or ease of operation of the Software system, service packs, bug fixes, patch updates or add additional capabilities to or otherwise improve the functions of the Software system.
Information collection: Licensor may collect anonymised information relating to your Use of the Software, such as the frequency of your Use of the Software and of certain features, and information on errors occurring during your Use of the Software. In order to diagnose performance issues and improve the reliability of the Software and its features Licensor might use the usage data.
Personal Information: During the installation process, or at some time thereafter, you might be required to provide certain information that Licensor uses to personalize certain documents, or to send you Licensor’s update version information via e-mail, and customize some information presented to you through the Software. Both personal and non-personal information collected by the Software, is kept safe according to the highest privacy and data protection standards adopted worldwide, and will not be shared or given without your consent.
Except for your willful and gross breaches of confidentiality obligations or indemnification obligations, (a) neither party shall be liable for any indirect, consequential, incidental, special or punitive damages, or any lost profits, revenue, data, or data use; and (b) either party’s maximum aggregate liability for all damages arising out of or related to this Agreement, whether such action is brought in law, equity, contract, or tort (including negligence and strict liability), or otherwise, shall be limited to pro-rated fees paid over the past 12 months.
Licensor represents and warrants that it has the legal power and authority to enter into this ALMO EULA.
Licensor will use commercially reasonable efforts to ensure its Software does not introduce into your computing or network environment any computer viruses, malware, back door, time bomb, Trojan horse, drop dead device, or other computer software routines or hardware components designed to permit unauthorized access or unauthorized Use of your or Licensor’s computer systems by Licensor or a third party not authorized by this Agreement.
THERE ARE NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED AS IS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY & EFFORT (LACK OF NEGLIGENCE) IS WITH YOU. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM AND ARE NOT BINDING ON LICENSOR.
Licensor reserves all rights not specifically granted to you above. Licensor will have the right to proceed against you in the event that you infringe against Licensor’s rights in the event that you are notified and are not in compliance within thirty (30) days. Any use not within the precise scope of the license set forth herein, considered an infringement. As such, Licensor shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.
The failure by any party to exercise any rights provided for herein shall not be deemed a waiver of any right hereunder. If any provision of this ALMO EULA becomes invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
You consent that Licensor may provide you with information and notices regarding the Software and Licensor via the email address you designate when installing the Software or thereafter. Licensor may provide notices to you via (i) email if you have provided Licensor with a valid email address, or (ii) by posting the notice on the Licensor’s website.
Licensor reserves the right with regard to unilaterally amending all offers, pricing terms or other matters pertaining to the software, Licensor’s website https://getalmo.page.link/home or this ALMO EULA.
The laws of the United Kingdom shall govern the interpretation of ALMO EULA and the resolution of any disputes arising under or in connection with this ALMO EULA.
Please read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of this agreement.
This provision encompasses all disputes or claims arising out of our relationship. Any dispute or claim, including those arising against any of our subsidiary, parent or affiliate companies, arising out of or relating to this Agreement, Privacy or the Service or any equipment used in connection with the Service (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that (1) you may take claims to small claims court if they qualify for hearing by such a court, or (2) you or we may choose to pursue claims in court if the claims relate solely to the collection of any debts you owe to us.
Arbitration Procedures: You must first present any claim or dispute to Licensor by contacting Customer Support to allow Licensor an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 60 days. The arbitration of any dispute or claim shall be conducted in accordance with the current statutes of Law for England, Wales, Ireland and Scotland.
Any court having proper jurisdiction may entertain the Judgment on any arbitration award. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remaining clauses are still enforceable with full force and effect.
Costs of Arbitration: In case of arbitration, all administrative fees and expenses of arbitration will be divided equally between you and Licensor. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration.
a. During the License term and for subsequent renewal terms, if Licensor upgrades, improves, retires, rebrands, or replaces the items in an Order Form, whether they be hardware, software, support, or otherwise, you will be have an option to cancel your subscription renewal with no refunds, or continue using the product as per the new price for subsequent renewal terms.
b. During any subscription term, you shall have the right to purchase additional components of any quote, whether they be hardware, software, support, or otherwise, for the same price as shown in a quote for a subscription term.
c. For subsequent renewal subscription terms, Licensor retains the rights to change the price of the renewal provided i) Notice is served to your registered email address as per Section 18 above. Ii) You are given at least 14 days advanced warning of price changes via the Notice iii) You are given a 14 day period to cancel the renewal without incurring the renewal prices charges.
This ALMO EULA sets forth the entire understanding of the parties as its subject matter and modified only in writing. This is the entire ALMO EULA between Licensor and you relating to the Software and it supersedes any prior representations, discussions, undertakings, warranties, communications or advertising relating to the Software.
For inquiries please contact:
71-75 Shelton Street, Covent Garden
London, WC2H 9JQ
Last Revised: 01st March 2020