LICENCE AGREEMENT

These terms apply to Organisations who utilise our software, applications and platforms.

BY SIGNING UP YOU AGREE TO THESE TERMS WHICH WILL BE  BINDING WITH IMMEDIATE EFFECT. 

These licence terms are a legal agreement between you the (Organisation) and Life Ninja Ltd incorporated and registered in England and Wales with company number 09253857. Registered office Studio 109, 109b Marton Road, Middlesbrough, England, TS1 2DU, United Kingdom.

1) DEFINITION OF AGREED TERMS

  1. Affiliate(s): means, with respect to any Person, any Person controlling, controlled by, or under common control with such Person. For purposes of this definition, the term “control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.
  2. App Stores: The Apple App Store and The Google Play Store
  3. Applicable Laws: means, with respect to any Person, matter, or thing, any current or future statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any authority applicable to such Person, matter or thing.
  4. Data Protection Legislation: The Data Protection Act 2018 is legislation regarding Personal Data as set forth by the Information Commissioner’s Office.
  5. GDPR: the General Data Protection Regulation ((EU) 2016/679).
  6. Organisation: In addition to the full scope of the term “Organisation”, refers to the school, legal entity or individual who utilises the software to communicate with one or more users using Life Ninja Ltd software / platform(s)
  7. Software: The term software shall refer to the code (of the applications, websites and administrative “backend” portals), the platforms, the apps, the software, the finished products and user interface functions of the software also referred to as features, products, administrative portals/interfaces or application(s).
  8. Third party terms: The legal terms and conditions and privacy policies of Third Party entities. 
  9. Third party applications: The software, products and or services of Third Party entities.

2) LICENCE AND TERM OF AGREEMENT

  1. Life Ninja Ltd grants to the Organisation a non-exclusive licence to use the provided software.
  2. The license will be renewed annually for an indefinite period unless rescinded by either party. The organisation (you) can terminate this license at any time whereas Life Ninja will give you at least 7 days notice of any changes to the terms of this agreement including agreement termination.
  3. In the event Life Ninja Ltd deems it necessary to amend the cost of any services provided a notice period of at least 3 months will be given.
  4. The Organisations use of Life Ninja software must be restricted to its intended use or as specified by Life Ninja Ltd at anytime, the software may only be used in a manner outside its intended use if permission is granted in writing by Life Ninja. Any such permission would still be subject to either parties right to rescind this agreement as per clause 2.2
  5. The Organisation may not sell, rent, lease, assign, distribute, copy, modify or host any part of our Services or Software. As well, you may not adapt, merge, make adaptations, translations or derivative works of, disassemble, decompile, reverse compile, attempt to discover the source code or reverse engineer any part of the Services or Software.
  6. Where a Third-Party Application is supplied as incorporated within the Life Ninja software it shall be deemed as part of the Software falling under the remit of this license. In addition the Organisations use of any Third-Party Applications shall be subject to the additional terms of the Third-Party.
  7. The Organisation shall under no circumstances sub-licence the software, resell the software or imply any rights or ownership over the software.
  8. The Organisation in respect to the software shall not allow any charge, inferred right, lien or encumbrance.
  9. In the event an Organisation becomes aware of any of these licensing terms being breached by the Organisation or a representative of the Organisation they shall be obligated to notify Life Ninja with immediate effect.
  10. The Organisation agrees to comply with all relevant technology control and export laws in regards to the software provided subject to the restrictions that apply to the Organisation as per the terms of this contract.
  11. Life Ninja Ltd reserves all rights to amend any of the licensing terms at any time.

3) EFFECTIVE DATE

The date that the Organisation signs up to use Life Ninja Ltd software is the date that the licensing agreement which includes all terms within this agreement document comes into full effect.

4) EULA

  1. The Organisation acknowledges that Life Ninja Ltd is a Data Processor providing the software and platform to the Organisation who assumes the role and responsibilities of a Data Controller.
  2. The Organisation agrees that users on whose behalf the Organisation acts as the Data Controller shall only be allowed to use the software and products provided by Life Ninja once they have agreed to the terms of the EULA.
  3. The Organisation shall be responsible for ensuring that all users have entered into the EULA and that the Organisations use of the Software is subject to each user being subject to the EULA.
  4. While the EULA is listed on the relevant app stores and the users agreement to the EULA is implicit with their downloading and usage of the application which includes confirming they have read and accepted the EULA on registration, the Organisation accepts that the responsibility for the users agreement to be subject to the EULA falls to the Organisation who is the Data Controller.
  5. In the event a user fails to enter into the EULA Life Ninja Ltd shall under no circumstances be held responsible.

5) UPDATES AND NEW VERSIONS

  1. As required Life Ninja Ltd will provide updates to software to resolve issues, make improvements to the code and or add features to the software.
  2. Within reason the Organisation will update their software and advise their users to update the application(s) as required in order for the application(s) to run in an optimal manner in as timeous a manner as possible.
  3. The Organisation accepts and commits to accepting new versions of the application(s) as provided by Life Ninja Ltd and acknowledges that old versions of the code/software may not be supported.

6) DATA PROTECTION AND DATA PROCESSING

Life Ninja Ltd as the Data Processor and the Organisation as the Data Controller respectively acknowledge the following responsibilities in regards to the use of the Software;

  1. Both parties acknowledge and commit to fulfill their obligations under the GDPR and Data Protection Legislation.
  2. The Organisation acknowledges that in respect to the Data Protection Legislation it is the Data Controller and Life Ninja Ltd is the Data Processor.
  3. Both parties acknowledge the importance and legal obligation to handle personal data in accordance with the Data Protection legislation.
  4. Life Ninja Ltd will only process data on behalf of the Organisation as required by the Organisation in order to fulfill the objectives of the services provided by Life Ninja Ltd. 
  5. The Organisation acknowledges Life Ninja Ltd may be required to process Personal Data outside of clause 6.4 in the event Life Ninja Ltd is required to do so by the applicable laws of any relevant jurisdiction including the United Kingdom and the European Union.
  6. In the event Life Ninja is required to process Personal Data as per clause 6.5 Life Ninja will inform the Organisation of this promptly unless legally restricted from doing so.
  7. Both parties commit to having the appropriate technical, security and working processes in place to ensure the appropriate and compliant storage, processing and transfer of any Personal Data. This includes taking measures to ensure that Personal Data is not unlawfully processed, accessed without authority or accidentally or maliciously destroyed or lost. 
  8. The Organisation acknowledges that Life Ninja Ltd in the course of processing the Personal Data may be required to transfer the data outside of the European Economic Area(EEA). The Organisation authorises Life Ninja Ltd to do so as may be required by Life Ninja Ltd and the Third Party services employed by Life Ninja ltd in the course of delivering the relevant service. Both parties acknowledge that any such transfer outside of the EEA should reasonably fall under the legally permissible framework as allowed by Data Protection Legislation and the GDPR in place at that point in time.
  9. Life Ninja processes information using EU located servers and services. These services include a number of Google services including Firebase and G-suite utilised as part of the Control and Processing of Customer and User information. Life Ninja utilises the latest technologies and established third parties who are committed to the principles and obligations of the GDPR. While the various Google services we employ are based in Europe Google reserves the option to process data using US based systems as the need arises to deliver a consistent service, in the event they should need to do this any such action would fall under the commitment and obligations of the EU-U.S. Privacy Shield Framework. 
  10. In the event of a Personal Data Breach as specified under the Data Protection Legislation Life Ninja Ltd will inform the Organisation without delay.
  11. Life Ninja Ltd will fulfill any obligations as required by the GDPR and Data Protection Legislation in respect to the rights afforded to Data Subjects unless restricted from doing so by any relevant laws.
  12. Life Ninja Ltd will assist the Organisation at the Organisations cost as required to fulfill the Organisations obligations as required by the GDPR and Data Protection Legislation in respect to the rights afforded to Data Subjects unless restricted from doing so by any relevant laws.
  13. The Organisation accepts the Terms of the Life Ninja Privacy Policy and any subsequent revisions to it.
  14. Life Ninja Ltd reserves the right to modify, update or replace any clauses or terms in this agreement at any time.

 7) PAYMENT PROCESSING

  1. The Organisation commits to following the instructions on the admin portal to register an account with the relevant Third Party payment processor supported by Life Ninja ltd currently Square.
  2. The Organisation understands that Life Ninja ltd at no point has access to the users or organisations financial details other than the amount that the organisations raises for payment with the user.
    • To be clear, at no point does Life Ninja Ltd handle or have access to the Organisations and their users financial details and or funds.
    • The information that is visible and stored by Life Ninja Ltd and on behalf of the Organisation is the payment amount, the payment description and where the user opts to store their payment details with the Third Party Payment provider currently Square then Square will provide Life Ninja Ltd a list of the users stored cards with all the card numbers anonymised except the last 4 digits.
  3. The Organisation understands that all funds are processed and held on their behalf by the Third Party payment provider (Square) subject to the terms and conditions of the Third Party (Square).
  4. The Organisation understands that in respect to the FREE version of Message Ninja and any other product where relevant and stated Life Ninja Ltd will be entitled to a percentage of all payments processed currently 1%, and that this percentage which may be subject to change is in addition to the processing fee charged by the Third Party(Square)
    • Any change to the processing fee levied by Life Ninja Ltd will be advised with a minimum of 30 days notice.
  5. The Organisation acknowledges that Life Ninja ltd is not responsible under any circumstances for any loss of funds through the Organisations and their users use of the Third Party Payments Provider accessed through the platform.  
  6. The Organisation agrees that any disputes raised by the Organisation and or their users regarding funds processed over the platform will not be the responsibility of Life Ninja Ltd and should be resolved between the Organisation, the user and the Third Party Payment Processor.
  7. The Organisation has the option to add the total processing fee on top of the required payment amount passed to the user which increases the amount requested or to absorb the fee within the total payment amount passed to the user. Life Ninja Ltd shall not be responsible for any processing fees accidentally absorbed by the Organisation.
    • For example: If the Organisation wants to charge the user £10 to attend a show at the school the processing fee can be added on top of the £10 amount.
      • £10 plus total 3.5% processing fee = £10.35 charged, the Organisation will receive a net figure of £10.
    • Or if the Organisation wants to absorb the processing fee the fee can be deducted from the total charged.
      • £10 including the processing fee of 3.5% = £10 charged, the Organisation will receive a net figure of £9.65.

 8) CONFIDENTIALITY 

  1. The Parties agree that all Confidential Information shall remain the sole property of the disclosing Party. The receiving Party shall have no implied licenses or other rights in the Confidential Information not specifically granted herein. 
  2. The receiving Party shall not disclose the Confidential Information to anyone other than employees and contractors with a demonstrable need to know, who have a binding, written confidentiality obligation to the receiving Party that protects such Confidential Information against unauthorised disclosure or use. 
  3. The receiving Party shall take all reasonable precautions to prevent unauthorised use or disclosure of the Confidential Information. Upon expiration or termination of this Agreement, the receiving Party shall remain obligated to keeping any Confidential information confidential.

9) WARRANTIES

  1. Life Ninja Ltd will maintain the ongoing security and performance of its software products on behalf of the Organisation for the duration of the agreement between the Parties.
  2. Life Ninja Ltd will respond and act upon any issues raised by the Organisation in so far as it is reasonably possible and cost effective to do so at the sole discretion of Life Ninja Ltd for the duration of the agreement between the Parties.
  3. The Organisation acknowledges that at no point does Life Ninja Ltd guarantee that the software will be without fault or issues.
  4. The Organisation acknowledges that software if utilised outside of its designed and intended use may not be appropriate to meet the needs of the Organisation and this in no way shall be the burden or obligation of Life Ninja Ltd to remedy.
  5. The Organisation accepts that any potential implied warranties, terms or conditions by contract, legal statute, common law or any other means are excluded including technical skill and service delivery and that under no circumstances can a burden or liability be placed on Life Ninja Ltd. Any expectation of service provision or warranty is limited to Life Ninja’s own commitment to provide a platform in accordance with the terms 9.1, 9.2, 9.3 and 9.4 detailed above.

10) LIMITATION OF LIABILITIES

  1. Life Ninja Ltd will retain all ownership and interest in and to the software and services/products, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the software and services/products, including Life Ninja Ltd name, logos, any applicable copyrights and trademarks reproduced through the Service.
  2. Life Ninja Ltd or our affiliates and licensors as applicable, retain all ownership and intellectual property rights in and to:(a) the Services; and (b) all modifications, improvements, customisations, updates, enhancements, derivative works, translations and adaptations to the foregoing.
  3. The Organisation acknowledges that Life Ninja Ltd retains ownership of all Intellectual Property that can be associated with its software, products and services without exception.
  4. To the extent not prohibited by law, Life Ninja Ltd in no event shall be liable to the Organisation or its users for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of interest,  loss of data, corruption of data, loss of goodwill, business interruption or any other commercial damages or losses, arising out of or related to the use or inability to use the licensed application, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Life Ninja Ltd has been advised of the possibility of such damages.
  5. Mutual Limit on Liability: Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement
  6. Maximum Liability: In no event shall Life Ninja Ltd’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of the fees charged by Life Ninja Ltd to the Organisation or the users over the course of a 12 month period, or the sum of £10 whichever is the higher. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
  7. No Group Action: The Organisation agrees without reservation that should under any circumstances it deems it necessary to take Life Ninja Ltd to court or seek damages against Life Ninja Ltd that it will not do so as part of a group claim, or collective effort.

11) INTELLECTUAL PROPERTY

  1. Life Ninja Ltd will retain all ownership and interest in and to the software and services/products, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the software and services/products, including Life Ninja Ltd name, logos, any applicable copyrights and trademarks reproduced through the Service.
  2. Life Ninja Ltd or our affiliates and licensors as applicable, retain all ownership and intellectual property rights in and to:(a) the Services; and (b) all modifications, improvements, customisations, updates, enhancements, derivative works, translations and adaptations to the foregoing.
  3. The Organisation acknowledges that Life Ninja Ltd retains ownership of all Intellectual Property that can be associated with its software, products and services without exception.

12) OWNERSHIP

On the basis of this licence agreement we license the use of Life Ninja Ltd software to you. We reserve and retain the full rights to the provided software and retain full ownership of said software at all times; before, during and after the completion of any licensing agreement(s) between us. This agreement covers all Life Ninja Ltd software that may used by you at any time over the course of our relationship.

13) SEVERABILITY

If any part of these Terms is found to be invalid, illegal or unenforceable for any reason, then that provision will be severed from these Terms to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

14) INDEMNITY

  1. The Organisation agrees to defend, indemnify and hold harmless us, our directors, officers, employees, affiliates, agents and suppliers (“Life Ninja Ltd”) from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) brought by third parties resulting from or relating to: (i) your use of the Services;  or (ii) your violation of these Terms. 
  2. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that you are required to indemnify and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any claim falling under this section once we learn of it.

15) THIRD-PARTY RIGHTS

Except as expressly set forth in this Agreement, the Parties do not intend to confer any rights or remedies upon any person other than the Parties to this Agreement and their respective successors and permitted assigns.

16) CONTRACTUAL RELATIONSHIP

The Parties are entering into this Agreement as independent contracting parties. This Agreement will not be construed to create any assignation of ownership, joint ownership, association, joint venture, agency relationship or partnership between the Parties or to impose any partnership liability upon any Party, and neither Party shall have the right or power to obligate or bind the other except as may be expressly provided in this Agreement.

17) NON- WAIVER

The failure of either Party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision, right or remedy in that or any other instance.

18) ENTIRE AGREEMENT

This Agreement, together with any other Exhibits or Schedules, which may hereafter be attached hereto in accordance with the terms of this Agreement, constitutes the entire agreement and understanding between the Parties and supersedes any and all prior and/or contemporaneous agreements, communications, discussions, oral or written, between the Parties.

19) FORCE MAJEURE

Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, including, but not limited, to acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, the affected Party’s performance shall be temporarily excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence. This is conditional, however, provided that the affected Party resumes performance as soon as it is commercially reasonably able to do so and that the affected Party (i) provides the other Party prompt notice of the nature and expected duration of the event (email acceptable), (ii) uses commercially reasonable efforts to address and mitigate the cause and effect of such event, (iii) provides periodic notice of relevant developments (email acceptable), and (iv) provides prompt notice of the end of such event (email acceptable).

20) GOOD FAITH

The Parties agree to act in good faith with respect to each provision of this Agreement and any dispute that may arise related hereto.

21) NOTICES

Unless otherwise provided for in this Agreement, any notice, communication, request or reply (“Notice”) under this Agreement made by either Party to the other must be in writing and shall be effectively given if: (i) addressed to the Party to be notified and shipped by a nationally recognised overnight courier service; or (ii) delivered in person. Notice shall be effective when delivered or received. All notices shall be addressed as set forth below (or to such changes in address of which one Party notifies the other in accordance with the foregoing).

22) SURVEYS AND OTHER ADVERTISING ENGAGEMENTS

Applies solely to Message Ninja Free version.

Life Ninja Ltd application(s) may include features for example within the Fund Raising section of the Message Ninja application where your users are able to choose to participate in rewarded engagements such as completing surveys or watching video adverts. Life Ninja Ltd may choose to share a portion of any resulting remuneration in part or in full with your end users or with you as the Organisation. Any such sharing of remuneration will be clearly described in the relevant application. In the event that your users participate in any such engagements they will be sharing their data in some instances directly with the third party (such as Pollfish) who will be responsible for the data they have provided, and they will be subject to the third parties particular privacy policies and terms and conditions in regards to the particular actions taken and data shared with them. Life Ninja Ltd makes no guarantee that they as the End User or you as the Organisation with which the end users are affiliated will receive a share of revenue from any such engagements and cannot guarantee the ongoing availability or regular supply of any such rewarded engagements.

23) APPLE STORE ADDITIONAL LICENCE TERMS

  1. If the Life Ninja Ltd application is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms:
  2. The parties acknowledge these Terms are concluded between the parties, and not with Apple. The responsibility for the Life Ninja Ltd application and content thereof is governed by these Terms.
  3. Notwithstanding anything to the contrary hereunder, you may use the Life Ninja Ltd application only on an Apple Device that you own or control.
  4. You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Life Ninja Ltd application.
  5. The App Store may impose new or amend existing terms and conditions periodically, they may also impose restrictions on Life Ninja Ltd. Should this occur, Life Ninja Ltd shall take all reasonable steps to ensure the ongoing maintenance and provision of the service being provided. The Organisation cannot hold Life Ninja Ltd responsible for any disruption or cessation of services should this occur under any circumstances regardless of any fault on the part of Life Ninja Ltd or foreknowledge Life Ninja Ltd may have had of such potential circumstances before, during or after they arise. 
  6. In the event of any failure of the Life Ninja Ltd application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price(if any) for the Life Ninja Ltd application (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Life Ninja Ltd application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms.
  7. Any claim in connection with the Life Ninja Ltd application related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms, and Apple is not responsible for such claim.
  8. Any third party claim that the Life Ninja Ltd application or your possession and use of the Life Ninja Ltd application infringes that third party’s intellectual property rights will be 
  9. Apple is a third party beneficiary to these Terms and may enforce these Terms against you.
  10. If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms was last updated is located at: minterms or the App Store Terms of Service (the current version as of the date these Terms was last updated is located at: terms, the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

24) GOOGLE PLAY ADDITIONAL LICENSE TERMS

  1. If the Life Ninja Ltd application is provided to you through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms:
  2. You acknowledge that Google is not responsible for providing support services for the Life Ninja Ltd application.
  3. The Play Store may impose new or amend existing terms and conditions periodically, they may also impose restrictions on Life Ninja Ltd. Should this occur, Life Ninja Ltd shall take all reasonable steps to ensure the ongoing maintenance and provision of the service being provided. The Organisation cannot hold Life Ninja Ltd responsible for any disruption or cessation of services should this occur under any circumstances regardless of any fault on the part of Life Ninja Ltd or foreknowledge Life Ninja Ltd may have had of such potential circumstances before, during or after they arise. 
  4. If any of the terms and conditions in these Terms are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms was last updated is located at: terms, the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.

25) GOVERNING LAW AND JURISDICTION

This agreement and any claims or disputes related to it are governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle all claims or disputes that may arise from or be related to this agreement.

26) DIGITAL CONSENT

The Parties accept that the digital acceptance of the terms of this agreement through ticking the checkbox affirming they have read and agree with the terms as well as the use of Life Ninja Ltd software shall be viewed and accepted as full acceptance of all the legally binding terms contained in this agreement.

Document version 1.3 – 15 October 2019