2. User License for the App
2.1 The use and enjoyment of the functionalities of the App is subject to commercial conditions to be agreed upon with Cleverly. The absence of such agreement prevents such use and enjoyment, and any attempt to circumvent that will be deemed an infringement of Cleverly’s intellectual property rights.
2.2 By downloading and installing the App, and only following agreement with Cleverly on commercial conditions, you are granted a worldwide, non-exclusive, non-transferrable, non-sublicensable, license, for the use of the App, for as long as you keep using the App.
2.3 The use of the App shall be restricted to the use of its object code form for the purpose of processing your data in the course of your normal business purposes (which shall not include allowing the use of the App by, or for the benefit of, any person other than an employee or agent of yours).
2.4 You may not use the App other than as specified herein without the prior written consent of Cleverly, and you acknowledge that additional fees may be payable on any change of use approved by Cleverly.
2.5 You retain no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the App in whole or in part. If any reduction of the App to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the App with the operation of other software or systems used by you, only Cleverly may, to the extent it is technically feasible, carry out such action, at a reasonable commercial fee, unless otherwise agreed in writing.
2.6 Any modification made by Cleverly to the App as a result of your specific needs or requests is covered under this License and shall be treated as an original part of the App, being therefore fully protected by Cleverly’s intellectual property rights.
2.7 You shall:
Ensure that only authorized personnel use the App.
keep a complete and accurate record of all of your copies and disclosure of the App and its users, and produce such record to Cleverly on request from time to time.
notify Cleverly as soon as it becomes aware of any unauthorized use of the Product by any person.
pay, for any unauthorized use, the amount agreed with Cleverly for the use of the App had it licensed any such unauthorized use on the date when such use commenced.
2.8 You shall not, without the prior written consent of Cleverly:
sub-license, assign or novate the benefit or burden of this License in whole or in part;
allow the App to become the subject of any charge, lien or encumbrance; and
deal in any other manner with any or all of its rights and obligations under this Agreement,
2.9 Cleverly may at any time license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this License.
2.10 YOU SHALL INDEMNIFY AND HOLD CLEVERLY HARMLESS AGAINST ANY LOSS OR DAMAGE WHICH IT MAY SUFFER OR INCUR AS A RESULT OF YOUR BREACH OF ANY TERMS AND CONDITIONS AGREED WITH ANY THE THIRD-PARTY SOFTWARE PROVIDERS USED IN CONJUNCTION WITH THE APP.