PLEASE READ THIS AGREEMENT CAREFULLY
This end-user licence agreement (“EULA“) is a legal agreement between you (the “End-user” or “you“) and Manheim Limited (a company registered in England under registration number 00448761) whose registered office address is Central House, Leeds Road, Rothwell, Leeds, LS26 0JE (the “Licensor“, “us” or “we“) for use of the Manheim Appraisals and Valuations Tool to support you with generating a valuation for a vehicle (the “WebApp”).
Access and use of the WebApp is provided to you on a licence only basis, in accordance with the terms of this EULA and any separate agreement that we may have with the buyer of the Services (the “Customer”) who has authorised your use of the WebApp. The WebApp is NOT SOLD to you. We remain the owners of the WebApp at all times.
Operating system requirements:
- THIS WEBAPP REQUIRES A DEKSTOP OR TABLET DEVICE WITH A MINIMUM OF 1.5GB RAM
- INTERNET ACCESS
- THE LATEST VERSION OF EITHER WINDOWS, MACOS, IOS OR ANDROID OPERATING SYSTEM
- UP TO DATE ANTI-VIRUS
- BY ACCESSING THE WEBAPP AND CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU AGREE TO THE TERMS OF THE LICENCE WHICH SHALL BE LEGALLY BINDING.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE WEBAPP TO YOU AND ACCESS TO THE WEBAPP WILL BE RESTRICTED.
1.1 The terms of this EULA apply to the WebApp or any of the services accessible through the WebApp (“Services“), including any updates or upgrades to the WebApp or the Services, unless they come with separate terms, in which case those terms shall apply. If any open-source software is included in the WebApp or the Services that we provide to you, then the terms of such open-source licence may override the terms of this EULA.
1.2 We may change these terms at any time by notifying you of a change when you next access the WebApp. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services. You are responsible for checking this EULA periodically for changes and reviewing the most current version by clicking on the “EULA” link located on the WebApp.
1.4 By using the WebApp or any of the Services, you consent to us collecting and using technical information about the devices you access it from (“Devices”) and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.
1.5 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2. Grant and scope of licence
2.1 In consideration of you agreeing to abide by the terms of this EULA and payment of the subscription fees (where applicable), we grant you a non-transferable, non-exclusive licence to use the WebApp on the Devices, subject to these terms (and any additional terms that may be brought to your attention in accordance with clauses 1.1 and 1.2).
2.2 You may access the web-based app located at https://www.evaautomotive.co.uk for purposes related to the part exchange of vehicles in connection with the Manheim appraisal and management of part exchange service only.
2.3 Access to the WebApp is personal to you (using the individual applicable personal login and password) and must not be shared or disseminated in any way. You are responsible for the security of your access of the WebApp. Please note that log-in rights may be suspended or withdrawn at any time at our discretion where we reasonable believe that you have not complied with the terms of this clause. Nothing in this EULA shall require us to give you notice before withdrawing your access to the WebApp.
2.4 We do not warrant that the WebApp will be compatible with any particular device and you remain responsible for any costs associated with using a device which is compatible.
3. Licence restrictions
Without prejudice to any other rights we may have against you, except as expressly set out in this EULA or as permitted by applicable law, you agree:
(a) not to copy the WebApp including any image, data, logo or trademark without our prior written permission;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the WebApp;
(c) not to make alterations to, or modifications of, the WebApp (or any part of it), or permit the WebApp (or any part of it) to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the WebApp or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the WebApp with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the WebApp with another software program;
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software that is substantially similar to the WebApp; and
(e) not to provide or otherwise make available the WebApp in whole or in part (including object and source code), in any form to any person without prior written consent from us, (together the above are referred to as the “Licence Restrictions“).
4. Acceptable use restrictions
4.1 You must at all times comply with our Acceptable Use Policy which can be found at: https://evavaluations.com/acceptable-use-policy/
4.2 You must also:
(a) not use the WebApp or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the WebApp, any Service or any operating system;
(b) not infringe our intellectual property rights or those of any third party in relation to your use of the WebApp or any Service;
(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the WebApp or any Service;
(d) not use the WebApp or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(e) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service,
(together the above clauses 4.1 and 4.2 are referred to as the “Acceptable Use Restrictions“).
5. Intellectual property rights
5.1 You acknowledge that all intellectual property rights in the WebApp belong to us or our licensors, that rights in the WebApp are licensed (not sold) to you, and that you have no rights in, or to, the WebApp other than the right to use each of them in accordance with the terms of this EULA. You acknowledge that you have no right to have access to the WebApp in source-code form.
5.2 You acknowledge that you are solely response for any damage caused to us, our affiliates, licensors, subcontractors or any other user which arises as a result of your breach of this EULA.
5.3 You hereby agree to indemnify and keep indemnified, us, our affiliates, licensors and subcontractors against any claim, alleged claim, losses, damages, liability costs (including legal and other professional fees) and expenses incurred as a result of or in connection with your breach of this clause 5.
5.4 We reserve the right to take over conduct of any claim (at our cost) for which you have agreed to indemnify us, and such indemnity shall remain in force after termination of this EULA.
6. Limitation of liability
6.1 You acknowledge that the WebApp has not been developed to meet your individual requirements. As set out in clause 2.2, we only supply the WebApp for purposes related to the valuation and appraisal of vehicles. You agree not to use the WebApp for any other commercial, business or resale purposes, and subject to clause 6.3, we have no liability to you for any consequential, indirect or special losses (whether direct or indirect), including: loss of profit; loss of or corruption of data; loss of or corruption of software or systems; loss or damage to equipment; loss of savings; loss of contract; loss of use; and/or harm to reputation or loss of goodwill.
6.2 Subject to clause 6.3, our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £250.
6.3 Nothing in this EULA shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability that cannot be excluded or limited by English law.
7.1 We may terminate this EULA immediately by written notice to you, where our agreement with the Customer for the provision of Services expires.
7.2 We may terminate this EULA immediately by written notice to you:
(a) if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; and
(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
7.3 On termination for any reason:
(a) all rights granted to you under this EULA shall cease;
(b) you must immediately cease all activities authorised by this EULA, including your use of any Services; and (c) you must immediately stop accessing the WebApp from all Devices, and promptly certify to us that you have done so.
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 EULA that is caused by any act or event beyond our reasonable control, including (but not limited to) the failure of public or private telecommunications networks (“Event Outside Our Control”).
8.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.
9.1 Assignment. We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA. You may only transfer your rights or obligations under this EULA to another person if we agree in writing.
9.2 No Waiver. If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.3 Severance. Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9.4 Third Party Rights. Nothing in this Agreement confers or is intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999. 9.5 Law and Jurisdiction. Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
Last updated: 6th July 2021