Software Licence Terms

DEFINITIONS
These Software Licence Terms form part of the Customer Agreement and govern the Customer’s use of the
Software and the provision of the Services by Rocketseed. In these Software Licence Terms, the singular
shall include the plural and vice versa, words indicating any one gender shall include the other genders, words
indicating natural persons shall include juristic persons and bodies corporate and vice versa. Any phrase
introduced by the terms “including”, “include” “in particular” or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding those terms.

The following definitions shall have the meanings assigned to them below:

Additional Services means any additional services described on the Rocketseed Website and subscribed to
by the Customer as identified in the Order (where applicable).

Additional Training Fee means Rocketseed’s standard rate then in force to be charged for additional training.

ASP Service means the service where the Software will be run on a remote basis hosted at a third party
Application Service Provider.

Confidential Information means any and all information in any form or medium obtained by or on behalf of
either party from or on behalf of the other party in relation to the Customer Agreement which is expressly
marked as confidential or which a reasonable person would consider to be confidential, including any
reproductions of such information or any part of it.

Customer means the entity identified in the Order which enters into the Customer Agreement with
Rocketseed.

Customer Agreement means the agreement entered into between Rocketseed and the Customer for
provision of the Services which comprises these Software Licence Terms, the Order, the Support Terms, the

Data Processing Terms and any Variations (where applicable)

Data Processing Terms means the terms located here which form part of the Customer Agreement;

Data Protection Laws means any applicable law or regulation relating to data protection, privacy or the use
or processing of personal data including (a) the Data Protection Act 1998; (b) Privacy and Electronic

Communications (EC Directive) Regulations 2003; the General Data Protection Regulation (EU) 2016/679
(“GDPR”) from the date the GDPR applies (as set out in Article 99 Entry into force and application) and/or (c)
any corresponding or equivalent national laws or regulations to any of the above and any applicable laws or
regulations replacing, amending, extending, re-enacting or consolidating any of the above from time to time.

End User means an individual or email address authorised by the Customer and licenced to use the Software
under the Customer Agreement.

Everyday Email means an email sent by an End-User on an everyday basis

Fees means the fees to be paid by the Customer to Rocketseed as set out in the Order (including the Licence
Fee, Implementation Fee and any fees for Additional Services) and as may be varied from time to time in
accordance with these Software Licence Terms.

Implementation means routing and installation of the End User information on the Software.

Implementation Fee means the fee for Implementation to be paid by the Customer to Rocketseed as set out in
the Order.

Initial Contract Period means the initial period as set out in the Order.

Intellectual Property Rights means any and all intellectual property rights, including all logos, business names,
copyright, patents, source codes, domain names, rights in software and technology, design rights, registered
designs, database rights, trade marks, rights to sue for passing off, rights in Confidential Information (including
Software Licence Terms trade secrets and know how), in all cases whether registered or unregistered and which subsist now or in the
future in any part of the world.

Licence Fee means the licence fee to be paid by the Customer to Rocketseed as set out in the Order.

Licensed Seat means a unique email address identifying a sender of an email which is sent through the
Software.

License Year means a period of 12 consecutive months from the Start Date and each subsequent 12
consecutive months thereafter.

Order means the order form which forms part of the Customer Agreement which sets out details of the

Services and which is signed by the parties. Any Order incorporates and is governed by these Software
Licence Terms;

Rocketseed means Rocketseed (United Kingdom) Limited (Registration No 04243533) whose registered
office address is 11 Southwick Mews, London, W2 1JG.

Rocketseed Website means the website operated by Rocketseed and located at www.rocketseed.com.

Services means the services set out in the Customer Agreement to be provided by Rocketseed and
subscribed to by the Customer as identified in the Order which includes provision of the Software and any
Additional Services (where applicable).

Software means the RocketSeed software and business systems licenced by Rocketseed for the use by the
Customer.

Start Date means the date of signature of the Customer Agreement or such other date as agreed by
Rocketseed in writing.

Support Terms means the definition of support and services between Rocketseed and the Customer (located
here) which form part of the Customer Agreement.

Templates means any templates owned by Rocketseed and used in the provision of the Services including
signature and banner templates.

Term means the term of the Customer Agreement as set out in clause 1.

1. TERM
1.1 The Customer Agreement shall commence on the Start Date and shall continue for the Initial Contract
Period and shall continue after expiry of the Initial Contract Period, unless and until terminated in
accordance with these Software Licence Terms.
1.2 Either party may terminate the Customer Agreement on or after the end of the Initial Contract Period upon
providing not less than 3 months’ written notice to the other party.

2. SERVICES
2.1 During the Term and subject to the terms and conditions of the Customer Agreement (including the
Support Terms), Rocketseed shall provide the Services.
2.2 As part of the Services, Rocketseed grants the Customer a non-exclusive, non-transferable and nonsublicensable
licence to use the Software for the Customer’s own internal business purposes.
2.3 The Software is a software application developed by Rocketseed, which includes numerous modules and
which is used by numerous users. All additional modules or applications built by Rocketseed will be
considered as part of the Software for the purpose of the Customer Agreement.
2.4 The Software is licensed for a specified number of Licensed Seats as set out in the Order. The Customer
Software Licence Terms
shall not be permitted to exceed the number of Licensed Seats without obtaining Rocketseed’s prior written
agreement and paying any necessary additional fees pursuant to clause 3.2 below.
2.5 The Customer may not use the Software for any use that could blacklist the ASP Service as a SPAM or
unsolicited mail generator. Where Rocketseed detects such usage, it may immediately restrict the
Customer’s usage of the Software until such time as the situation is rectified to Rocketseed’s reasonable
satisfaction. Where usage is restricted pursuant to this clause 2.5, Rocketseed shall not be liable to refund
any Licence Fees to the Customer.
2.6 A reasonable usage policy is applicable with regards to the volume of email traffic that the Customer may
send without incurring additional bandwidth charges. This usage is estimated at 500 emails per Licensed
Seat per day. Where this is exceeded, the Customer will be notified and the Customer can either reduce
the usage or pay additional bandwidth charges as stipulated by Rocketseed.
2.7 The Customer shall not and shall procure that End Users shall not and shall not attempt to:
2.7.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement
between the parties and except to the extent expressly permitted by these Software Licence
Terms (a) copy, modify, duplicate, create derivative rights from, frame, mirror, republish,
download, display, transmit or distribute all or any portion of the Software in any form or media
or by any means or de-compile, reverse compile, disassemble, reverse engineer or otherwise
reduce to human-perceivable form, all or any part of the Software;
2.7.2 access all or any part of the Software in order to build a product or service that competes with
the Software and/or Services;
2.7.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise
commercially exploit or make the Software available to any third party.
2.8 It is both parties’ obligation to ensure that their respective employees, agents or related parties adhere to
the terms and conditions of the Customer Agreement (including these Software Licence Terms).

3. FEES AND PAYMENT
3.1 The Fees payable by the Customer shall be invoiced and paid as detailed in the Order.
3.2 The calculation of the License Fee will be based on:
3.2.1 the number of Licensed Seats for each month which will be determined as the higher of the
maximum number of Licensed Seats used during each month or as specified in the Order.
The Customer shall not be entitled to reduce the number of Licensed Seats during the Initial
Contract Period;
3.2.2 if the number of Licensed Seats used in a given month increases above 10% (ten percent) of
the number of Licensed Seats specified in the Order, Rocketseed will invoice the Customer
accordingly and adjust the Licence Fee on a pro rata basis according to the increase in the
number of Licensed Seats. Customer shall pay for the additional Licensed Seats in the same
manner and under the same conditions and time schedule as the payment terms at the time
of the increase in Licensed Seats.
3.3 All Fees are exclusive of VAT and taxes which shall be payable in addition.
3.4 Rocketseed shall have the right to increase the Fees annually from the Start Date by an amount not
exceeding the official United Kingdom CPI rate, plus two percent.
3.5 The payment terms for the Fees will be:
3.5.1 the Customer will pay the Implementation Fee on signature of the Customer Agreement;
3.5.2 the Customer will pay the first period Licence Fee on signature of the Customer Agreement;
3.5.3 The Customer will pay further period Licence Fees in advance on receipt of invoice;
3.5.4 The Customer will pay any fees for Additional Services in arrears on receipt of invoice;
3.6 The Customer will pay by Direct Debit or direct bank transfer into the bank account stipulated by
Rocketseed, or in such other manner and form as agreed to in writing. All payments shall be made by the
Customer punctually on the due date without deduction, withholding or set off of whatsoever nature.
Software Licence Terms
3.7 In the event of late payment, Rocketseed may suspend the Services and/or charge interest at the statutory
rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment fell due
until the date of actual payment, whether before or after judgement.

4. TERMINATION
4.1 Without affecting any other right or remedy available to it, either party may terminate the Customer
Agreement with immediate effect by giving written notice to the other party if:
4.1.1 the other party is in material breach of any of its obligations under the Customer Agreement,
and where such material breach is capable of remedy, the other party fails to remedy such
breach within a period of 30 days of being notified of such breach by the party. Failure to pay
any Fees when due shall constitute a material breach by the Customer;
4.1.2 the other party gives notice to any of its creditors that it has suspended or is about to suspend
payment; or if it shall be unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986; or an order is made or a resolution is passed for the winding-up of the
other party or an administration order is made or an administrator is appointed to manage the
affairs, business and property of the other party or a receiver and/or manager or administrative
receiver is appointed in respect of all or any of the other party’s assets or undertaking; or
circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager
or administrative receiver or administrator or which entitle the court to make a winding-up or
bankruptcy order; or the other party takes or suffers any similar or analogous action to any of
the events in this clause 4.1.2 in any jurisdiction.
4.2 If the Customer Agreement is terminated for any reason, the Customer shall cease to use the Software
with immediate effect, shall remove all copies of the Software from its computers and return or destroy all
material and documentation relating to the Software.
4.3 Termination shall not prejudice any rights of either party which have arisen before the termination date.
Terms of the Customer Agreement shall continue after termination if by their nature they are intended to
continue after that date.

5. CONFIDENTIALITY AND OWNERSHIP
5.1 A party may be given access to Confidential Information from the other party pursuant to or in connection
with the Customer Agreement. A party’s Confidential Information shall not include information that:
5.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
5.1.2 was in the other party’s lawful possession before the disclosure;
5.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
5.1.4 is independently developed by the receiving party as shown by documentary evidence.
5.2 Subject to clause 11.1, neither party shall, without the other party’s consent, disclose any aspect of the
Customer Agreement or any Confidential Information relating to the other party other than as may be
required by law. All material and proprietary information regarding the Software will be treated as
Confidential Information owned by Rocketseed. The Customer is specifically prohibited from disclosing
any information regarding the Software to parties that may be considered as competitors to Rocketseed
or who may wish to develop any part of the Software.
5.3 Access to the Software is licensed and not sold. All title and Intellectual Property Rights in the Software,
the Templates and any documentation provided by or otherwise made available by Rocketseed belong to,
and shall remain vested in, Rocketseed. No copies of the same may be made without the prior written
consent of Rocketseed. Rocketseed will provide additional documentation at its discretion and at an
agreed price.

6. WARRANTY AND PERFORMANCE
6.1 Rocketseed undertakes that the Services will be provided with reasonable skill and care and warrants that
it has the right to grant the licence of the Software under the Customer Agreement.
Software Licence Terms
6.2 Subject to the terms of the Customer Agreement (including these Software Licence Terms and the Support
Terms) Rocketseed warrants that the Software will perform the functions specified in the documentation
at the time of signature of the Customer Agreement and as revised from time to time. Rocketseed does
not warrant that the Software will be error free or uninterrupted.
6.3 Rocketseed is not responsible for any delays, delivery failures or any other loss or damage resulting from
the transfer of data over communications networks and facilities, including the internet, and the Customer
acknowledges that the Software and the Services may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.
6.4 Upon written notification from the Customer of any problems relating to the Software and where the
problem can be replicated, Rocketseed will use reasonable commercial efforts to correct the problem. This
warranty shall not apply if the problem has been caused by unauthorised amendment to the Software or
by incorrect use by the Customer (including but not limiting to non-standard implementations and any
unauthorised changes or where the Customer does not have a valid up to date version of the Software or
for minor errors that do not materially affect the Software).
6.5 The Customer agrees that it is responsible for ensuring that the Software and Services are suitable for its
particular requirements and acknowledges that Rocketseed is not in any way liable or responsible for
ensuring that the Software or Services are appropriate for use in connection with the Customer systems.
All warranties of fitness for purpose are excluded.
6.6 Rocketseed takes no responsibility for any representations made by any reseller or partner supporting the
Software regarding the Software.
6.7 The Software and Services are provided “As Is”. Except as expressly set forth in the Customer Agreement
and to the fullest extent permitted by applicable law, no other warranty, express or implied by statute or
common law, is made with respect to the Software and/or Services, including without limitation any implied
warranty of merchantability, fitness for purpose, quality, non-infringement of third party rights and those
arising from a course of dealing or usage of trade.

7. INDEMNITY AND LIMITATION OF LIABILITY
7.1 The Customer is responsible for any use made of the Software, for emails transmitted through the Software
and for ensuring that it has all necessary licences and consents to register End Users and provide End
User details to Rocketseed.
7.2 Rocketseed shall indemnify the Customer against any claim founded on the ground that the use of the
Software infringes the Intellectual Property Rights of a third party (“Claim”) provided the Customer notifies
Rocketseed promptly in writing of the Claim, gives Rocketseed the exclusive control of the defence and
settlement of the Claim, makes no admission or settlement in respect of the Claim and provides all
reasonable assistance in connection with the Claim. In the defence or settlement of any Claim,
Rocketseed may at its sole discretion, procure the right for the Customer to continue using the Software,
replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably
available, terminate the Customer Agreement without any additional liability or obligation to pay damages
or other additional costs to the Customer. In no event shall Rocketseed be liable to the Customer, including
under this clause 7.2, to the extent that a Claim is based on (i) a modification of the Software other than
by Rocketseed; (ii) the Customer’s use of the Software in breach of the Customer Agreement; and/or (iii)
the Customer’s use of the Software after notice of the alleged or actual infringement. This clause 7.2 sets
out the Customer’s sole and exclusive rights and remedies and Rocketseed’s entire obligations and liability
for any Claim.
7.3 Rocketseed and any of its agents shall not be liable in contract, tort (including negligence), breach of
statutory duty, misrepresentation or otherwise under or in connection with the Customer Agreement for
any loss of business; loss of profit; loss of opportunity; pure economic loss; depletion of goodwill; loss of
or corruption of data or information; loss of processing time; costs of re-inputting or restoring data;
purchase of substitute goods and/or any indirect or consequential losses, costs, damages, costs or
expenses arising from or in connection with the Customer Agreement including the use of or inability to
use the Software, Services or documentation.
7.4 Rocketseed shall not be liable for any failure of performance by any other entity supporting the Software
and shall not be liable for any acts or omissions of an email provider used by the Customer and/or for any
other delays or failures related to the Customer’s email system.
Software Licence Terms
7.5 The total liability of Rocketseed in contract, tort (including negligence), breach of statutory duty,
misrepresentation or otherwise under or in connection with the Customer Agreement in respect of any
event or connected events shall be limited to 110% of the Fees paid to Rocketseed in the previous 12
months.
7.6 All exclusions and limitations of liability in the Customer Agreement referring to Rocketseed refer similarly
to any of the Rocketseed agents or partners and for the supply of any services and products related to the
Software (including but not limited to any other entity supporting the Software).
6.7 Nothing in the Customer Agreement excludes or limits any Rocketseed liability for fraud or fraudulent
misrepresentation, for death or personal injury caused by Rocketseed’s negligence and/or which cannot
be excluded or limited as a matter of law.

8. DATA PROTECTION
8.1 Each party shall comply with the Data Protection Laws in the performance and exercise of its respective
rights and obligations under the Customer Agreement.
8.2 The parties acknowledge and agree that to the extent Personal Data is processed by Rocketseed for or
on behalf of the Customer during provision of the Services, Rocketseed is a data processor and the
Customer is the data controller. Processing of such Personal Data by Rocketseed shall be carried out in
accordance with the Data Processing Terms .

9. ANTI-VIRUS AND SPAM PRECAUTIONS
9.1 Rocketseed shall virus-check the Software before being released to the Customer. The Customer shall
not use the Software for any illegal acts or as otherwise prohibited in these Software Licence Terms and
indemnifies Rocketseed against any action taken by a third party due to any such acts or use of the
Software.

10. FORCE MAJEURE
10.1 No party will be liable for failure to perform its obligations in the Customer Agreement (save for any
payment obligation) if such failure results from circumstances beyond the party’s reasonable control
(including any act of god, fire, flood or natural disaster, terrorist attack, law or action taken by a
government, interruption or failure of a utility service), provided that the affected party takes all
reasonable steps to avoid such circumstances and to reduce their impact. Such relief from liability
shall commence on the date on which the impediment comes into existence and shall terminate upon
the date upon which such impediment ceases to exist.

11. PUBLICITY
11.1 Rocketseed may publicise the fact that the Customer uses the Software and is a customer of
Rocketseed.

12. NON-SOLICITATION
12.1 During the Term and for a period of 12 months after termination, the Customer shall not solicit or entice
away or endeavour to solicit or entice away from Rocketseed any individual who is employed or contracted
by Rocketseed, or who has been employed or contracted by Rocketseed within the previous 6 months. In
the case of a breach, the Customer will pay Rocketseed twelve times the previous monthly salary plus
commission earned. This clause is severable from these Software Licence Terms.

13. GENERAL
13.1 The Customer will assist in verifying the Software is being used within the terms of the Customer
Agreement and the Customer shall keep confidential any benchmark test results of the Software.
Rocketseed shall have the right, upon reasonable prior notice, to audit the use of the Software and related
material and to inspect records related to any copies of the Software, or portions thereof, made.
Software Licence Terms
13.2 A waiver of any right or remedy under the Customer Agreement is only effective if given in writing and
shall not be deemed a waiver of any subsequent breach or default. No failure, delay or neglect by a party
to exercise any right or remedy provided under the Customer Agreement or by law shall constitute a waiver
of that or any other right or remedy, nor shall in preclude or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further
exercise of that or any other remedy.
13.3 The Customer Agreement and any documents referred to in it, constitute the whole agreement
between the parties and supersede all other agreements between the parties relating to the Software
and/or Services.
13.4 No variation of the Customer Agreement and no other agreement which has the effect of varying any
provision of the Customer Agreement shall be of any force or effect unless recorded in writing and signed
by both parties.
13.5 All notices, requests, consents and other communications which are required or permitted under the
Customer Agreement shall be in writing, and shall be delivered by post, sent by electronic mail (with
confirmation of receipt) at the addresses provided by the parties in the Order or otherwise notified by a
party to the other.
13.6 If any provision of the Customer Agreement is held to be invalid, illegal or unenforceable for any
reason, all other provisions in the Customer Agreement shall be severable and enforceable from the
invalid, illegal or unenforceable provision.
13.7 Nothing in the Customer Agreement is to be construed as creating an agency, partnership, or joint
venture relationship. between the parties.
13.8 The Customer may not assign, sub-licence, novate or transfer any right, benefit or interest and/or
any of its obligations under the Customer Agreement without Rocketseed’s prior written consent.
Rocketseed shall be entitled to assign, sub-licence, novate or transfer any right, benefit or interest
and/or any of its obligations under the Customer Agreement.
13.9 The Customer Agreement does not confer any rights on any person or party (other than the parties
and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of
Third Parties) Act 1999.

14. GOVERNING LAW AND JURISDICTION
14.1 The Customer Agreement and any disputes or claims arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) are governed by, and construed in
accordance with the laws of England and Wales.
14.2 The parties submit to the exclusive jurisdiction of the English courts except that Rocketseed:
14.2.1 has the right to sue in any jurisdiction in which the Customer is operating or has assets; and
14.2.2 has the right to sue for breach of its Intellectual Property Rights in any country where it believes
that infringement or a breach of the Customer Agreement relating to its Intellectual Property
Rights might be taking place.

Support Terms:
https://www.rocketseed.com/wp-content/uploads/2018/05/Support-Terms-v1.pdf

Data processing Terms:
https://www.rocketseed.com/wp-content/uploads/2018/05/Data-Processing-Terms-v1.pdf