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Terms of Service

LAST UPDATED: 19TH JULY 2024

This End-User License Agreement (referred to as the “EULA”) is a legally binding agreement between You, the Licensee, an individual customer, entity or Creator, and Implicit Labs Ltd. (trading as Creds), the Company and the Licensor of Creds Studio, the Licensed Product (Application), which may include associated media, digital credentials, online or electronic documentation. This Agreement is a legally binding contract that includes terms that limit your legal rights and Licensors’ liability to You, and shall govern all access to and use of this Application. You hereby agree, without limitation or alteration, to all the terms and conditions contained herein.

By accessing, installing, integrating or otherwise using the Licensed Product (Application), the Licensee agrees to be bound by the terms and conditions outlined in this EULA. However, if the Licensee does not agree to the terms and conditions outlined in this EULA, the said Licensee may not access, install, integrate or use the Application.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this End-User License Agreement:

  • Agreement means this End-User License Agreement (EULA) that forms the entire agreement between You and the Company regarding the use of the Application.
  • Application means the Licensed Product provided pursuant to this EULA.
  • Company means the Licensor.
  • Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
  • Country refers to: United Kingdom
  • Creator refers to You, a user of the Licensed Product.
  • Device means any device that can access the Application such as a computer, a mobile or a digital tablet.
  • EULA shall refer to this End-User-License-Agreement, including any amendment to this Agreement.
  • Licensee shall refer to the individual or entity that downloads and uses the Application.
  • Licensor shall refer to the Company, Implicit Labs Ltd. (trading as Creds).
  • Licensed Product shall mean Creds Studio, the Licensed Product provided pursuant to this EULA.
  • Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
  • You means the individual or entity accessing or using the Application, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

Grant of License

Subject to the terms of this EULA and payment of applicable fees, Implicit Labs Ltd. (trading as Creds) hereby grants to the Licensee, a royalty-free, revocable, non-assignable, non-transferable, limited, non-exclusive license during the term of this EULA to possess and to use or integrate the Application. The Application is being distributed by Implicit Labs Ltd. (trading as Creds). Licensee is not allowed to make a charge for distributing this Application, either for profit or merely to recover media and distribution costs.

Intellectual Property

You hereby unconditionally agree that all right, title and interest in the copyrights and other intellectual property rights in the Licensed Product reside with the Licensor. The trademarks, logos, designs, and service marks appearing on the Licensed Product are registered and unregistered marks of Licensor. Accordingly, nothing in this EULA or the Licensed Product grants you any right to use any form of intellectual property contained in the Licensed Product.

Therefore, all rights, titles, interests, and copyrights in and/or to the Application, including but not limited to all images, graphics, animations, audio, video, music, text, data, source code, algorithms, and information, are owned by the Licensor. Accordingly, the Application is protected by all applicable copyright laws and international treaties, and the Licensee is expected to use the Application concerning all intellectual property contained therein, except as otherwise provided for in this EULA. 

Permitted use and restrictions

Permitted use: By installing, copying, or otherwise using the Software in the Application, the Licensee agrees to be bound by the terms of this EULA. The Licensee acknowledges that the use of some parts of the Software and licensing may require connection to the Internet. The Licensee alone is responsible for the backup of all data, configurations, and settings stored in the Software. Some use of the Software may require the Application to use one or more third party services for digital credential issuance or backup (or other software provider, digital credential issuance software, cloud or decentralised storage platforms). It is expressly stated that the Licensor is not responsible for downtime or other interruptions in the service relating to any third party provider for the Application and the data contained therein. Licensee may setup and use Creds Studio on a device or multiple devices owned or controlled by You. Reproduction and Distribution: Licensee may not sublicense, sell, duplicate or re-distribute copies of the Application, without the Licensors express written permission. Publicly display: Licensee may share or display digital credentials stored in the Application publicly, which may include public profile information of the Creator. Licensee Limitation: The Licensee may not:
  1. Use the Licensed Product for any purpose other than personal and non-commercial purposes;
  2. Use the Licensed Product for any illegal or unlawful purpose;
  3. Sublicense the Licensed Product to third parties;
  4. Gather factual content or any other portion of the Licensed product by any automated means, including but not limited to database scraping or screen scraping; or
  5. Reverse engineer, decompile, or disassemble Application, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.

Update, Maintenance and Support

Licensor may, at its sole discretion, provide updates, bug fixes, or feature enhancements for Creds Studio and associated software packages. Licensor is not obligated to provide any maintenance, technical support, or updates for Creds Studio under this EULA.

General Provisions

Termination

In the event of termination, all licenses provided under this EULA shall immediately terminate, and you agree to discontinue accessing or attempting to access this Licensed product.

Accordingly, this EULA may be:

  1. Automatically terminated if the Licensee fails to comply with any of the terms and conditions under this EULA;
  2. Terminated by Implicit Labs Ltd. (trading as Creds); or
  3. Terminated by the Licensee.

Either Implicit Labs Ltd. (trading as Creds) or the Licensee may terminate this EULA immediately upon written notice to the other party, including but not limited to electronic mail. 

Non-Transferability

This EULA is not assignable or transferable by the Licensee without the prior written consent of Implicit Labs Ltd. (trading as Creds); and any attempt to do so shall be void.

Notice

Any notice, report, approval or consent required under this EULA shall be expressly in writing via email or to a mailing address. Notices will be sent to the address that you registered with the Licensor.

Severability

No delay or failure to exercise, on the part of either party, any privilege, power or rights under this EULA shall operate as a waiver of any of the terms and provisions of this EULA. Accordingly, no single or partial exercise of any right under this Agreement shall preclude further exercise of any other right under this EULA. Suppose any of the outlined provisions of this EULA is deemed to be unenforceable or invalid in whole or in part by a court of competent jurisdiction. In that case, such provision shall be limited to the minimum extent necessary for this EULA to remain in full force and effect and enforceable. The remaining provisions of this Agreement shall not be rendered unenforceable or invalid. They shall continue to be enforceable and valid in isolation of the unenforceable and invalid provisions of this EULA.

Warranty and Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR PROVIDES THE SOFTWARE AND APPLICATION “AS-IS” AND DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE LICENSOR DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE. THE LICENSOR MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. ACCORDINGLY, THE LICENSEE ACCEPTS ANY RISK ARISING OUT OF THE USE OR THE PERFORMANCE OF THE SOFTWARE AND APPLICATION.

Limited Liability

The Licensee agrees that the Implicit Labs Ltd. (trading as Creds) shall not be liable to Licensee, or any other related person or entity. TO THE FULL EXTENT ALLOWED BY LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, THE LICENSOR DISCLAIMS AND EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF CREDENTIALS, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SOFTWARE, APPLICATION OR PRODUCT, EVEN IF THE LICENSOR OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LIMITS ITS LIABILITY TO REPLACEMENT, REPAIR, OR REFUND OF THE PURCHASE PRICE PAID, AT THE LICENSOR’S OPTION. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS ITS ESSENTIAL PURPOSE.

Indemnification

You hereby agree to indemnify and hold Implicit Labs Ltd. (trading as Creds) harmless from and against all liabilities, damages, losses, consequential losses or expenses, including but not limited to legal or other professional fees in any claim, demand, action or proceeding initiated by any third-party against Implicit Labs Ltd. (trading as Creds), arising from any of your acts, including without limitation, violating this EULA or any other agreement or any applicable law.

Entire Agreement

This Agreement rightly constitutes the entire understanding between Implicit Labs Ltd. (trading as Creds) and the Licensee and all parties involved. It supersedes all prior agreements of the parties, whether written or oral, express or implied, statement, condition, or a representation or warranty.

Governing Law and Jurisdiction

This EULA shall be deemed to be construed under the jurisdiction of the courts located in England and Wales, without regard to conflicts of laws as regards the provisions thereof. Any legal action relating to this EULA shall be brought exclusively in the courts of England and Wales, and all parties consent to the jurisdiction thereof. Furthermore, the prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, legal fees. Accordingly, this EULA is made within the exclusive jurisdiction of the courts of England and Wales, and its jurisdiction shall supersede any other jurisdiction of either party’s election.

Contact Us

If you have any questions about this Agreement, You can contact Us:

By email: legal@creds.xyz