End User License Agreement
This is a legally binding agreement (EULA) between you (User or you) and Valloop Operations Limited, a company registered in England and Wales under company number 13229776 and whose registered address is C/O Clarke Willmott Llp, 55 Spring Gardens, Manchester, England, M2 2BY (Valloop, us, we or our).
Under this EULA, we are providing you with Access to the site https://www.vallooptechnology.com with all the content, material or services accessible within such software and all updates and upgrades to them (Subscribed Services, and Subscribed Service refers to each Subscribed Service separately). The Subscribed Services are referred to in this agreement as the ‘Services’.
THE SUBSCRIBED SERVICES REQUIRE THE FOLLOWING TECHNICAL SPECIFICATIONS TO OPERATE:
Please refer to our Minimum System Requirements page.
You must be at least 18 years old and resident in the UK to access and use the Subscribed Services.
PLEASE READ THE TERMS OF THIS EULA CAREFULLY. IF YOU CLICK ON THE ‘ACCEPT’ BUTTON ONCE YOU HAVE COMPLETED READING THESE TERMS YOU ARE AGREEING TO AND ACCEPTING THE TERMS OF THIS EULA, THIS MEANS THAT THE TERMS AND CONDITIONS PROVIDED IN THIS EULA WILL BE LEGALLY BINDING ON YOU.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE ‘REJECT’ BUTTON BELOW. THIS WILL MEAN THAT YOU ARE NOT ALLOWED TO ACCESS OR USE THE SUBSCRIBED SERVICES.
1. Legal documents
1.1 The terms and conditions that you enter into separately with us setting out the terms service and payment between you and us and the terms on which you enter into a subscription for the supply of the Subscribed Services are referred to in this EULA as the Terms of Service. The Terms of Service form a separate agreement, that incorporate the rights and obligations in this EULA, the rights and obligations for the relevant Subscribed Services and any policies referred to in this EULA (together this Agreement).
1.2 The Terms of Service (as Updated from time to time) are available here.
1.3 If there is any inconsistency in the rights and obligations set out in this Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):
1.3.1 the terms set out in the Terms of Service;
1.3.2 any policies referred to in this EULA or the Terms of Service; and
1.3.3 this EULA.
1.4 Without changing the order of priority set out at clause 1.3, later versions of the documents listed at that clause will take priority over earlier versions if there is any conflict or inconsistency between them.
2. Rights of access and use
2.1 In consideration for your payment of the relevant fees as set out in the Terms of Service and subject to clause 2.2, we hereby grant you a non-exclusive, non-transferable right to: (i) access and use the paid for Subscribed Services as strictly necessary for your use of the Subscribed Services, in each case provided you follow all of the rules described in this Agreement.
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2.2 |
The rights granted at clause 2.1: |
2.2.1 are only for you personally and for non-business use;
2.2.2 only allow access and use on one device at any given time;
2.2.3 can only be used in the UK; and
2.2.4 are granted to you for an unlimited period of time unless terminated earlier in accordance with the terms of this Agreement, (referred to in this Agreement as the Subscription Period) and are at all times subject to our suspension rights as set out at clause 13.
2.3 You are not allowed to:
2.3.1 modify the code of the Subscribed Services in any way, including inserting new code, either directly or through the use of software;
2.3.2 deliberately attempt to avoid, manipulate or interfere with any security features included in the Subscribed Services; or
2.3.3 pretend that the Subscribed Services are your own or make them available for others to access or use in whatever form (including by way of copying the code of the Subscribed Services and creating an independent version).
3. Support and contact
3.1 If you need to get in touch with us, you can use any of the following methods:
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Our support pages |
https://www.valloop.com/contact https://www.valloopexchange.com/contact |
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Post |
43-59 Princes Street, Stockport, Greater Manchester. SK1 1RY |
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Telephone |
+44 203 603 3722 |
3.2 If you need to give us notice in accordance with any of the terms of this Agreement, you can only do this by email or by pre-paid post addressed to Valloop Operations Limited at the addresses set out in clause 3.1. You cannot give us notice under this Agreement by any other method.
3.3 If you need to get in touch with us about anything else, please feel free to contact us in the way that works best for you. However, please make sure that you provide us with your contact details otherwise we may not be able to respond to your query.
3.4 If we need to get in touch with you, we will usually do so by the email you have provided to us or by providing you with a notification in the Subscribed Services.
3.5 We will use our reasonable endeavours to notify you in advance of scheduled maintenance, however, it may not be possible to notify you in advance of any downtime caused by an event or sequence of events beyond our reasonable control, or which is required for emergency maintenance.
4. Privacy and your personal information
Protecting your personal information is important to us. Our latest Privacy Notice from time to time (available at: https://www.valloopexchange.com/privacy-policy) explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to it and how to contact us and supervisory authorities if you have a query or complaint. Note that some personal information is collected automatically by the Subscribed Services, whereas other personal information is collected by us at the request of you or us. Please read the information set out in our Privacy Notice carefully as it is important.
Collection of technical information
We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide updates to the Subscribed Services, product support, and other services related to the Subscribed Services. We may also use this information to improve our products or services.
We will only use any such data that is personal information in accordance with our latest Privacy Notice from time to time (see clause 4).
(a) Location Data
We may collect and store information about the geographic location of a user's device, including GPS coordinates, IP address-based location, and proximity to nearby Wi-Fi networks or cell towers. This data may be used to provide locationbased services, enhance user experience, and support security measures such as fraud detection and account protection.
(b) Unique Device and Customer Identifiers
Our application may collect device-specific identifiers such as IMEI numbers, MAC addresses, advertising IDs (e.g., IDFA or GAID), or other persistent identifiers. We may also assign and store unique customer identifiers to track usage patterns, preferences, and to support personalized services and analytics.
(c) Identity of a Device (e.g., ‘John Doe’s computer’)
In some instances, we may associate a particular device with a named user or a ccount. This can include user-supplied device names or inferred associations (e.g., "John Doe’s computer"), which may be used to streamline authentication, support device management, or enhance account security.
(d) Credit Card or Other Payment Data
We may collect and process payment information including credit or debit card numbers, expiration dates, billing addresses, and security codes. This data is handled securely and in compliance with industry standards such as PCI-DSS, and is either stored in an encrypted format or passed securely to third-party payment processors.
(e) Service Authentication Credentials (e.g., Passwords and Usernames) We collect authentication credentials such as usernames, passwords, and, where applicable, multi-factor authentication tokens. Passwords are securely hashed and stored using industry best practices. These credentials are used to verify user identity and authorize access to protected services and data.
5. Access details
5.1 To access the Subscribed Services you will need to use a username and password. These are personal to you only and you warrant and represent that you shall keep confidential and not share with any third party (or with other individuals except those with administration rights at our and any our Authorised Affiliate’s organisation as necessary for use of the Service) your password or access details for any Subscribed Service. Authorised Affiliates are any affiliates of ours identified in the Terms of Service in respect of the relevant Subscribed Service.
6. Your responsibilities and acceptable use
6.1 You must at all times comply with:
6.1.1 all applicable laws relating to the use or receipt of the Services;
6.1.2 the Acceptable Use Policy; and
6.1.3 all other provisions of our Agreement.
6.2 You must not use the Subscribed Services to do any of the following things:
6.2.1 break the law or encourage any unlawful activity;
6.2.2 send or upload anything that is (or might be considered to be) defamatory, offensive, obscene or discriminatory;
6.2.3 infringe our or anyone else’s intellectual property rights;
6.2.4 transmit any harmful software code such as viruses;
6.2.5 try to gain unauthorised access to computers, data, systems, accounts or networks; or
6.2.6 deliberately disrupt the operation of anyone’s website, app, software, server or business.
7. Intellectual property rights
7.1 All intellectual property rights in or to the Subscribed Services, wherever arising, are owned by us or the relevant third party owner. Any payments that you make or have made only allow you to access and use the Subscribed Services in accordance with the terms set out in this Agreement.
7.2 If ownership of any intellectual property rights in any part of the Subscribed Services does pass to you, you must transfer ownership of such intellectual property (including by way of present transfer of ownership of future intellectual property rights) to us or a third party as we instruct. You must ensure that any such transfer of ownership is carried out with full authority and that the intellectual property rights being assigned are free from any charges and third party rights. You must sign all documents and do all things necessary to transfer ownership as described in this clause 7.2.
7.3 You may be able to store or transmit Customer Data (as defined in clause 8.1 below) using one or more Subscribed Services and the Subscribed Services may interact with your software or systems (referred to together as Your Systems).You grant us (and each of our direct and indirect sub-contractors) a royalty-free, non-transferable, non-exclusive licence to use, copy, access and otherwise utilise Customer Data and Your Systems to the extent necessary to perform or provide the Services or to exercise or perform our rights, remedies and obligations under this Agreement.
7.4 Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or intellectual property rights of whatever nature in the Services (or any part) and no intellectual property rights of you or us are transferred or licensed as a result of our Agreement.
7.5 This clause 7 will remain binding on you and us following the end of our Agreement.
8. Customer Data
8.1 In this Agreement, data (in any form) that you provide to us or upload to any part of the Subscribed Services and any data that is generated as a result of your use of your data in the Subscribed Services, is referred to as Customer Data. Customer Data will always belong to you.
8.2 Except to the extent we are required under data protection laws:
8.2.1 we have no control over any of the Customer Data we host as part of the Subscribed Services; and
8.2.2 we do not actively monitor or have access to the content of the Customer Data.
You are solely responsible for ensuring the accuracy, quality, integrity and legality of the Customer Data and for ensuring that its use (including in connection with the Services) complies with all applicable laws and does not infringe any other person’s intellectual property rights.
8.3 If we become aware that the Customer Data (or any part of it) may not comply with our Acceptable Use Policy (available here) or any other part of our Agreement, we can:
8.3.1 permanently delete or otherwise remove the relevant Customer Data from the Services;
8.3.2 suspend your access to the relevant Customer Data in accordance with clause 13; and/or
8.3.3 disclose the relevant Customer Data to law enforcement authorities (in each case without the need to consult you).
However, where reasonably practicable and lawful, we shall notify you before taking such action.
8.4 Unless otherwise stated in our Agreement, we are not required to help you extract, transfer or recover any data whether during or after the Subscription Period. You are responsible for maintaining safe backups and copies of the Customer Data. We strongly recommend that you back up all Customer Data regularly and extract it from each Subscribed Service before this Agreement ends or before any Subscribed Services are stopped or suspended.
8.5 Unless otherwise set out in the Terms of Service or subsequently agreed by the parties in writing, you hereby instruct us to, within 30 days of the end of the provision of the Services (or any part) relating to the processing of Customer Data, securely dispose of any Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) require us to store such data. We will have no liability (howsoever arising, including in negligence) for any deletion or destruction of any of Customer Data undertaken in accordance with our Agreement.
Confidentiality and security of Customer Data
8.6 We will keep Customer Data confidential and will not disclose or copy it other than:
8.6.1 with your written consent;
8.6.2 in accordance with our Agreement;
8.6.3 as necessary for the performance of the Subscribed Services or our express rights and obligations under the Agreement.
8.7 We will implement technical and organisational security measures in accordance with our Information Security Policy which can be viewed here: https://www.valloop.com/information-security-policy
8.8 We:
8.8.1 undertake to only disclose Customer Data to those of our officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement or as otherwise reasonably necessary for the provision or receipt of the Services; and
8.8.2 will be responsible to you for anything any of the persons referred to in clause 8.8.1 did, or failed to do, in respect of the confidentiality and security of Customer Data as if their act or omission was our own.
8.9 The requirements set out in this clause 0 will not apply to information which:
8.9.1 is or becomes public through no fault of us, our officers, employees, agents or contractors;
8.9.2 is lawfully received by us from a third party free of any confidentiality obligations at the time of its disclosure;
8.9.3 is independently developed by us (or any of our affiliates or any person acting on our or their behalf), without access to or use of such Customer Data; or
8.9.4 is required by law, by court or governmental or regulatory order to be disclosed, provided that clauses 8.9.1 to 8.9.3 (inclusive) shall not apply to personal data that is subject to our Privacy Notice.
8.10 This clause 0 will remain binding on you and us following the end of our Agreement for a period of one year.
8.11 To the extent that any Customer Data is personal data that is subject to our Privacy Notice, we will ensure that such data may be disclosed or used only to the extent such disclosure or use does not conflict with any of our obligations under the Privacy Notice (see clause 4). Clauses 8.6 to 8.10 (inclusive) are subject to this clause 8.11.
Changes to this Agreement
8.12 We may, at our discretion, make changes to the documents referred to at clause 1.3 or other documents referred to in any part of this Agreement (excluding in each case the Terms of Service) from time to time by notifying you of such update by e-mail (together with a copy of the update or a link to a copy of the update) (Update).οΏΌ
8.13 Any Updates will take effect 30 calendar days after you received notice of the Update, unless we specify a later date.
8.14 If you reasonably believe that any Update seriously impacts you negatively, you can end our Agreement in respect of the impacted Subscribed Services, provided that you notify us of your wish to do this before the Update takes effect and by giving us at least 10 days’ prior written notice. Your notice must set out the negative impact which has caused you to exercise this right and you may be entitled to a refund under the Terms of Service.
9. Updates to the Services
9.1 We may modify the features and functionality of the Services, however, we shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the relevant Subscribed Services by our customers generally. If the required Technical Specifications (as set out at the beginning of this EULA) change as a result of a modification that we make, we will notify you of such changes.
9.2 We may, without limitation to the generality of clause 9.1, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents.
10. External services
10.1 The Subscribed Services may enable you to access services and websites that we do not own or operate (referred to below as External Services).
10.2 We are not responsible for examining or evaluating the content or accuracy of these External Services. Before using them, make sure you have read and agreed to the terms on which they are being offered to you including the way in which they may use your personal information.
10.3 You must not use External Services in any way that:
10.3.1 is inconsistent with these terms or with the terms of the External Service; or
10.3.2 infringes our intellectual property rights, or the intellectual property rights of any third party.
10.4 From time to time, we may change or remove the External Services that are made available through the Subscribed Services.
11. Our responsibility to you
11.1 If we breach this Agreement or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we mean that, at the time you clicked to accept this Agreement, either it was clear that such loss or damage would occur or you and we both knew that it might reasonably occur, as a result of something we did (or failed to do).
11.2 We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage, for example, loss of business opportunity, business interruption, or loss of profits.
11.3 The Services are provided in the same form to all our users. It is your responsibility to make sure the Subscribed Services meet your individual needs, whether or not these have been discussed with us, and to ensure that the Subscribed Services will be compatible with any other software or service or any hardware or equipment, except to the extent expressly referred to as compatible – check our Minimum System Requirements policy.
11.4 If the Subscribed Services or any updates provided by us damage your device or any software installed on it as a result of our failure to use reasonable care and skill, please let us know. If we can, we will repair the damage. If that is not possible, we will compensate you. We may ask you for information (including photographs) about what has happened so that we can understand the nature of the problem.
11.5 To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by:
11.5.1 a breach of our Agreement by you; or
11.5.2 an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (not including an inability to pay).
11.6 Nothing in these terms excludes or limits our liability for any death or personal injury caused by our, or any of our employees’, agents’ or subcontractors’, negligence, liability for fraud or fraudulent misrepresentation, compensation you are entitled to under applicable binding laws relating to the protection of your personal information or any other liability that the law does not allow us to exclude or limit.
12. Failures of networks or hardware
The Services rely on a number of things working properly to enable you to enjoy all of their features. Many of these, such as your internet connection and your device, are entirely outside of our control. Although we will do everything we reasonably can to resolve issues, we are not responsible to you for any delays, interruptions, errors or other problems resulting from use of the internet or electronic communications network, faulty components in your device (such as a faulty camera), or anything else that it would not be reasonable to expect us to control.
13. Suspension
13.1 We may suspend your access to the Services (or any part):
13.1.1 if we suspect that you have misused the Services or have breached this Agreement, in which case (without prejudice to our rights to end our Agreement) we will take steps to investigate the issue following which we may restore or continue to suspend access;
13.1.2 if you fail to pay any sums due by the payment date, in which case we will restore access to the Services promptly after we receive payment in full and cleared funds; or
13.1.3 if required by law, or by court, governmental or regulatory order.
13.2 You are required to continue to pay the fees during any period of suspension, even though you may not have access to all or part of the Services.
14. Ending this agreement
14.1 By choice. Both you and us have the right to end this agreement at any time by giving the other not less than 30 days’ prior written notice.
14.2 Remediable breach. If you breach this Agreement in a serious way, or persistently breach this Agreement, and such breach is able to be remedied, we will provide you with written notice of your breach and require you to remedy it within 14 days. If you do not remedy the breach within the 14 days notified to you, then we can immediately end this Agreement by giving you notice in writing. ‘Serious’ in this clause 14 means that you are causing harm (or attempting to cause harm) to other users, interfering with the operation of the Services or doing anything else that we think presents a big enough risk to justify us ending the Agreement quickly. For example, we consider any breach by you of our Acceptable Use Policy or of clauses 5 or 6 to be a serious breach of this Agreement which is not remediable.
14.3 Non-remediable breach. If you breach this Agreement in a serious way, or persistently breach this Agreement, and such breach is not able to be remedied, we can immediately end this Agreement either without advance notice to you or by giving you notice in writing.
14.4 If you breach this Agreement in any other way than as set out in clauses 14.2 and 14.3 above, we have a right to end this Agreement and will give you a reasonable amount of notice before the Agreement ends.
14.5 The consequences of the Agreement ending are as follows:
14.5.1 you will no longer be allowed to access or use the Services;
14.5.2 we may delete or suspend access to any accounts that you hold with us;
14.5.3 you are not entitled to a refund or other payment, except as otherwise stated in our Terms of Service; and
14.5.4 Customer Data will be treated in accordance with clause 8.5.
14.6 Our Agreement coming to an end will not affect any accrued rights and liabilities of either you or us at any time up to the date that our Agreement ends. Any clause in our Agreement that is (either stated in writing to be or is by implication) intended to continue to be binding following the end of the Agreement shall continue to do so.
15. Third parties
No one other than us or you (or if applicable, people who have been validly assigned the rights under this Agreement) has any right to enforce any term of this Agreement.
16. Entire agreement
16.1 This Agreement sets out the complete agreement between you and us and supersedes any previous agreements, understandings or arrangements that we may have had, whether these were in writing or discussed.
16.2 We both agree that neither of us have entered into our Agreement in reliance on (and shall have no remedies in respect of) any representation or warranty that is not written in our Agreement.
16.3 Nothing in this Agreement will limit or exclude any liability for fraud.
17. Transferring this Agreement
17.1 We may transfer our rights under this Agreement to another business without your consent, but we will notify you of the transfer and make sure that you are not adversely affected as a result.
18. Governing law and jurisdiction
18.1 The laws of England and Wales apply to this Agreement, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.
18.2 Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you live.
I CONFIRM THAT I HAVE READ, UNDERSTOOD AND ACCEPT THESE TERMS AND CONDITIONS.