Nanu reserves the right to modify its Privacy Policy in its reasonable discretion from time to time, though we will not amend any terms of this Licence Agreement to start sharing Your Data with your Employer.

With regards to any personal data input by or collected from you that may be stored or processed in the Nanu Platform, such data shall be stored and processed by Nanu in accordance with UK data protection legislation.

Note that because the Nanu Platform is a hosted, online application, Nanu may need to notify all Users of the Nanu Platform of important announcements regarding the operation of the Nanu Platform from time to time. You agree that Nanu can disclose the fact that you are a user of the Nanu Platform.

5. Registration

Upon signing up for the Nanu Platform and at subsequent times as requested by Nanu, You agree to provide us with your true, accurate, current, and complete personal name and/or business name, admin name, billing address, the addresses where the Nanu Platform will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”).

You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes.

If you provide Registration Data that is, or that Nanu suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Nanu has the right, in its sole discretion, to suspend or terminate your access to the Nanu Platform and to refuse any and all current or future use of the Nanu Platform by you, your business(es), affiliates and all other Users.

At all times, you shall maintain and promptly update Registration Data when you become aware of any changes.

6. Licence Grant and Restrictions

Subject to and conditional upon your compliance with the terms of this Licence Agreement, Nanu hereby grants you a non-exclusive, limited, personal, revocable, non-transferable, right to use the Nanu Platform, solely for your own non-commercial, personal development purposes, subject to the terms and conditions of this Licence Agreement.

All rights not expressly granted to you are reserved by Nanu and its licensors.

You may not access the Nanu Platform if you are, or are providing any services of any kind to, a direct competitor of Nanu, except in each instance with Nanu’s prior informed, written consent.

In addition, you may not access the Nanu Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not: (i) license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Nanu Platform or the Content in any way; (ii) modify or make derivative works based upon the Nanu Platform or the Content; (iii) create Internet “links” to the Nanu Platform or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Nanu Platform in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Nanu Platform, or (c) copy any ideas, features, functions or graphics of the Nanu Platform.

You may use the Nanu Platform only for personal development purposes and you shall not (nor authorise any third party to): (i) store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Nanu Platform or the data contained therein; or (iv) attempt to gain unauthorised access to the Nanu Platform or its related systems or networks.

Nanu, in our sole discretion, reserve the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Nanu Platform.

You acknowledge and agree that Nanu has no obligation to make available to you any subsequent versions of the Nanu Platform.

In addition, you and Nanu acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to the Nanu Platform and that Nanu is solely responsible for the provision of maintenance and support as provided in this Licence Agreement and to the extent such maintenance and support is required under applicable Law.

Where the Nanu Platform is integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to you (including but not limited to Microsoft Teams, Zoom and Google Meet), such Third Party Services will have their own terms and conditions of use and privacy policies. Your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Nanu does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services.

7. Your Responsibilites

You are solely responsible for all activity occurring under your User account and you shall abide by all applicable Law in connection with your use of the Nanu Platform, including those related to data privacy, international communications and the transmission of technical or personal data.

You shall: (i) notify Nanu immediately of any unauthorised use of your password or account or any other known or suspected breach of security; (ii) report to Nanu immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or any other users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Nanu Platform.

You will not use the Nanu Platform for any illegal, fraudulent, improper, or abusive purpose.

You will not act in any way that: (i) interferes with Nanu’s ability to provide the Nanu Platform to other users; or (ii) which prevents or restricts other clients from using the Nanu Platform; or (ii) damages any of Nanu’s or other users’ property.

If Nanu finds that you are using the Nanu Platform for anything other than as permitted by this Licence Agreement or for any of the uses prohibited by this Licence Agreement, then we may at our sole discretion terminate your access to the Nanu Platform (and that of other Users), with immediate effect.

Uses prohibited under this Licence Agreement include, but are not limited to:

• Behaviour that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy;

• Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws;

• Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous;

• Transmitting any material that may infringe, misappropriate, or otherwise violate any third party’s Intellectual Property Rights;

• Using the Nanu Platform in any way that interferes with other users’ or other third parties’ use of the Nanu Platform or use the Nanu Platform in any manner which disrupts, prevents or restricts any other third party from using the Nanu Platform.

• Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid the restrictions and limitations contained in this Licence Agreement.

• You shall be solely liable for any transmissions sent through the Nanu Platform under your account, including the content of any transmission sent through the Nanu Platform under your account.

• You will abide by all applicable policies, procedures, and agreements related to Nanu and the Nanu Platform.

If we, in our sole discretion, consider you to be in breach of this Licence Agreement, or that your are likely to be in breach of this Licence Agreement, we may take such action as we think is necessary to protect the Nanu Platform and our other users.

We may (among other things): (a) withdraw your right to use the Nanu Platform; (b) remove user data (including Your Data) from the Nanu Platform; (c) take legal proceedings (including the seeking of interim relief from the courts) against you or your Employer as needed; and/or (d) disclose any information to law enforcement authorities we think is necessary or as required by applicable Law. The preceding actions are not limited and we may take any other action we deem appropriate.

You may not provide us with any data or other information containing personal data of Users or third parties unless and they are also users of the Nanu Platform.

8. Account Information and Data

You (not Nanu) shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Data, and Nanu shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.

In the event this Licence Agreement is terminated (other than by reason of you or your Employer’s breach), within 30 days of such termination, to the extent permitted by applicable Law, Nanu may delete all such data .

Nanu reserves the right to withhold, remove and/or discard You Data without notice for any breach by you or by your Employer, without limitation.

Upon termination by Nanu for any breach, your right to access or use Your Data held in the Nanu Platform ceases immediately, and Nanu shall have no obligation to maintain, store or forward any such data.

9. Ownership of Intellectual Property

You hereby grant to Nanu a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Licence Agreement) licence to copy, store, share, record, transmit, display, view, print, and use data to the extent required to provide or improve the Nanu Platform and in accordance with our privacy policy.

Nanu (and its licensors, where applicable) alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to Nanu’s Technology, the Content, the Nanu Platform and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you, other Users, your Employer or any other third party relating to the Nanu Platform.

This Licence Agreement is not a sale and does not convey to you any rights of ownership in or related to the Nanu Platform, Nanu’s Technology or the Intellectual Property Rights owned by Nanu. The Nanu name, the Nanu logo, and the product names associated with the Nanu Platform are trade marks of Nanu or third parties, and no right or licence is granted to use them.

You are entitled solely to the limited use of the rights expressly granted to you pursuant to this Licence Agreement.

You will not take any action to jeopardise, limit, restrict or interfere with Nanu’s Intellectual Property Rights or do any other action or thing (or omit to do the same) which would otherwise have the effect of jeopardising, limiting, restricting or interfering with Nanu’s ownership or use of such Intellectual Property Rights.

You acknowledge and agree that any unauthorised use of the Nanu’s Technology and the Content is a breach of this Licence Agreement, as well as a breach of applicable intellectual property laws.

You acknowledge and understand that all title and rights in and to any third party content that may be accessed through the Nanu Website or through the Nanu Platform are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

10. Training Services

Set-up and training services may be available on request from Nanu. Their availability and cost will be subject to agreement between Nanu and your Employer.

11. Excess Data Storage Fees

The quantity of storage space allowance provided to you is at the sole discretion of Nanu and we reserve the right to amend this at any time without notice.

12. Trial and Paid Subscriptions to Access the Nanu Platform

Paid Access

Paid for access to the Nanu Platform (“Paid Access”) is subscription-based and any minimum contract commitment is set out in the relevant Paid Access terms.

Any subscription fee (which includes VAT) will be as outlined on the Nanu Website or as agreed between Nanu and your Employer (as the case may be).

All fees for Paid Access will be charged on the first day you or your Employer subscribe to the Nanu Platform (or following a free trial period (if applicable) and then periodically on or after the calendar day corresponding to the commencement of your membership subscription (“Renewal Date").

Fees will continue to be charged on each Renewal Date thereafter unless and until you or your Employer give us notice cancel, and regardless of how much you use the Nanu Platform. We will charge the fee to the debit/credit card that you provide to our payment processor partners during registration or to your Employer (as applicable).

We may change the fees and charges in effect for Paid Access, or add new fees and charges from time to time, but we will give you advance notice of these changes to you or your Employer (as applicable) by email.

If you or your Employer (as applicable) do not agree to the fee change for Paid Access or otherwise no longer wish to access the Nanu Platform, you may cancel your subscription by emailing us at contact@nanu.tech from the email address associated with your account or the from the relevant account of your Employer (as applicable).

The cancellation of your Paid Access will take effect upon expiry of the notice period identified in the relevant Paid Access terms, and no refund (or partial refund) shall be given in respect of such prepaid periods.

You must pay all amounts due to us for Paid Access in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Law).

Trial Access

We may offer access to the Nanu Platform on a free, no-obligation trial basis (“Trial Access”).

The term of your Trial Access shall be as communicated to you, within the Nanu Platform and/or by your Employer. This term will be valid unless terminated earlier by you, your Employer or by us, for any reason (or for no reason).

We reserve the right to modify, cancel and/or limit Trial Access at any time and without liability or explanation to you or your Employer.

For the avoidance of doubt, Trial Access is governed by the terms of this Licence Agreement, provided that notwithstanding anything to the contrary in this Licence Agreement or elsewhere, all Trial Access is licensed hereunder on as “As-Is”, “With All Faults” “As Available” basis, with no warranties, express or implied, of any kind; and IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF NANU LTD, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THIS LICENCE AGREEMENT (INCLUDING THE NANU WEBSITE, THE NANU PLATFORM AND THE THIRD PARTY SERVICES), EXCEED GBP £1.

We make no promises that any Trial Access will be made available to you and/or that it will be generally available.

Beta Access:

We may offer, from time to time, access to the Nanu Platform or access to new features and functionalities within the Nanu Platform on an “alpha” or “beta” release basis (“Pre-Release Access”).

Pre-Released Access to the Nanu Platform or to new features and functionalities are to items that are still under development, and as such they may be inoperable or incomplete, they may contain bugs, suffer disruptions and/or not operate as intended.

For the avoidance of doubt, Pre-Release Access is governed by the terms of this Licence Agreement, provided that notwithstanding anything to the contrary in this Licence Agreement or elsewhere, all Pre-Release Access is licensed hereunder on as “As-Is”, “With All Faults” “As Available” basis, with no warranties, express or implied, of any kind; and IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF NANU LTD, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THIS LICENCE AGREEMENT (INCLUDING THE NANU WEBSITE, THE NANU PLATFORM AND THE THIRD PARTY SERVICES), EXCEED GBP £1.

Further, where applicable, e.g. where there is a pending or not yet filed application for a patent relating to any or all of the Nanu Platform, Nanu’s Technology or any feature or functionality introduced to you through Pre-Release Access, you acknowledge that you will have enhanced responsibilities to keep all information relating to the same absolutely confidential at all times until you are notified in writing that the conditions of confidentiality no longer persist. You may also be required to enter into separate and enhanced confidentiality terms (e.g. through signing a Non-Disclosure Agreement) prior to being permitted to participate in any Pre-Release Access. Any such enhanced confidentiality terms shall be in addition to the terms of this Licence Agreement.

13. Term and Termination

This Licence Agreement commences on the Effective Date.

You understand and agree that Nanu may at any time, and without additional notice to you, terminate, modify, suspend, discontinue, or block access to some or all of the features of the Nanu Platform if:

• Nanu determines that you have materially breached this Licence Agreement (for the avoidance of doubt, any and all unauthorised use of Nanu’s Technology or of the Nanu Platform by you or by your Employer will be deemed a material breach of this Licence Agreement);

• Nanu determines that you did not or will not reasonably comply or cooperate with any applicable Law;

• Nanu is ordered by any regulator, law enforcement or other government agency to suspend or terminate access to the Nanu Platform;

• You or your Employer brings or threatens to bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against Nanu, or participate in any class action lawsuit against Nanu.

• Nanu determines that such action is necessary to protect, maintain, or improve the Nanu Platform; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect Nanu, our users, or other third parties affiliated with Nanu; or for any other good cause.

Either You or Nanu may terminate this Licence Agreement without cause upon thirty (30) days ’ prior written notice, except insofar as it relates to any Paid Access, which may only be terminated in accordance with the relevant terms.

14. Consequences of Termination

Upon any termination or suspension of your account, Nanu may immediately deactivate or delete your account and all related information and files in your account and/or restrict any further access to such files, information, or otherwise to the Nanu Platform.

Nanu shall not be liable to you or any third party for any reason for terminating or suspending your use or access to the Nanu Platform.

The provisions of this Licence Agreement relating to intellectual property ownership, your representations and warranties, confidentiality, use policies and restrictions, storage of user information, publicity rights, payment terms, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, modifications, interpretation, dispute resolution and choice of governing law and jurisdiction shall survive termination or expiration of this Licence Agreement for the maximum term allowable by Law.

15. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Licence Agreement.

Nanu represents and warrants that it will provide access to the Nanu Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof. The sole remedy for breach of this warranty shall be correction of the applicable defect by Nanu within a reasonable time from notification by the User of the defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the User provides all the information that may be necessary to assist Nanu in resolving the defect, including sufficient information to enable Nanu to recreate the defect.

You represent, warrant and undertake to Nanu that: (i) the data you provide or make available is accurate, current, and complete, and agree to promptly update any of the information if it changes; (ii) you have obtained all rights, licences and consents necessary to grant the licences to Nanu pursuant to this Licence Agreement; (iii) Your Data will not infringe the rights of any third party, including any Intellectual Property Rights, rights in confidential information or rights in privacy; (iv) your provision of data is made in compliance with all applicable Law in your jurisdiction and the processing and use of such data by or on behalf of Nanu shall not cause Nanu to breach any such applicable Law or infringe the rights of any third party.

16. Confidential Information

Nanu will use its reasonable commercial endeavours to keep all data arising from your use of the Nanu Platform confidential, providing that such data may be disclosed to Nanu’s employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep such data confidential).

The obligation to keep such data confidential will not apply to any information that: (i) is already known to the public; or (ii) is required to be disclosed by Law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that Nanu will give you notice of the requirement of that disclosure as soon as reasonably practicable.

17. Indemnities

You shall indemnify and hold Nanu Ltd, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use or disclosure of data arising from your use of the Nanu Platform infringes the rights of, or has caused harm to, a third party (including other users); (ii) a claim, which if true, would constitute a violation by you of your representations and warranties under this Licence Agreement; or (iii) a claim arising from the breach by you of this Licence Agreement.

18. Disclaimer of Warranties

Nanu and its licensors do not guarantee that: (i) the Nanu Platform will operate error free or without interruption; (ii) any program defects in relation to the Nanu Platform will be corrected; or (iii) the Nanu Platform will operate with any particular hardware, software, system or data.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by Nanu and its licensors.

Nanu makes no representations or warranties that the Nanu Platform is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights.

In addition, Nanu makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any Third Party Services (or the content thereof).

Nanu makes every effort to ensure that transmissions of data are secure, leveraging the industry leading security standards of our technical partners including Google (Google Cloud Platform) and Microsoft (Azure Cognitive Services) in this regard; accordingly we are not able to offer guarantees around the security of data transmissions.

The Nanu Platform may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Nanu is not responsible for any delays, delivery failures, or other damage resulting from such problems.

19. Force Majeure

In this Licence Agreement, “force majeure” shall mean any cause preventing Nanu from performing any or all of Nanu’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond Nanu’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, floor, health crises, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors.

Nanu shall not be in breach of this Licence Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing Nanu’s failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, you may terminate this Licence Agreement by giving 14 days’ written notice to Nanu. On the expiry of this notice period, this Licence Agreement will terminate. Such termination shall be without prejudice to Nanu’s rights in respect of any breach of this Licence Agreement occurring prior to such termination.

20. Limitation of Liability

Nothing in this Licence Agreement will exclude or limit Nanu’s liability for: (i) death or personal injury caused by Nanu’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which may not be excluded or limited under Applicable Law.

Nanu shall not be liable for any damages or losses as a result of a force majeure event, or from your, your Employer’s or any other users’ use of a Third Party Service.

To the fullest extent permitted by Law, in no event shall Nanu or its affiliates be liable to you or any third party for indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if Nanu has been informed in advance of such damages or such damages could have been reasonably foreseen by Nanu.

Without limiting the foregoing, Nanu shall not be liable for any of the following losses (whether direct, indirect, incidental or consequential): (i) any loss of profits or other economic advantage; (ii) any loss of data; (iii) any loss of goodwill; and/or (iv) any loss of anticipated savings, arising in respect of any representation, statement, act or omission in connection with this Licence Agreement or the use of the Nanu Platform, whether the claim arises under contract, tort, misrepresentation or breach of statutory duty.

In no event shall Nanu’s aggregate liability exceed the sums paid for the Licence Agreement in the preceding 12 months.

In recognition of the nature of the Nanu Platform, you acknowledge and agree that such allocation of liability between us is reasonable, appropriate and fair in the circumstances.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.

21. Notice

Nanu may give notice by means of electronic mail to your e-mail address on record in Nanu’s account information. Such notice shall be deemed to have been given upon the expiration 12 hours after sending the email.

22. Modification to Terms of this Licence Agreement

We reserve the right to modify the terms and conditions of this Licence Agreement or our policies relating to the Nanu Platform at any time, except that we will not share Your Data on the Nanu Platform with your Employer (though you will have the option to do so if you wish).

Any such modified terms and conditions will be issued or made available to you electronically via email or placed prominently on the Nanu Website. The modifications shall be deemed to be effective 12 hours after electronic delivery or notification on the Nanu Website. Your continued use of the Nanu Platform after any such changes shall constitute the your consent to such changes.

23. Assignment

You may not assign this Licence Agreement at any time.

This Licence Agreement may be assigned by Nanu Ltd at any time without your permission to: (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger.

Any purported assignment in violation of this Licence Agreement shall be void.

Any actual or proposed change in control of your Employer that results or would result in a direct competitor of Nanu directly or indirectly owning or controlling 50% or more of your Employer shall entitle Nanu to terminate this Licence Agreement for cause immediately upon written notice.

24. Governing Law and Jurisdiction

This Licence Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

25. No Partnership

No joint venture, partnership, employment, or agency relationship exists between you or your Employer on the one side and Nanu on the other as a result of the coming into force of this Licence Agreement or use of the Nanu Website or the Nanu Platform.

26. No Waiver

Nanu’s failure to enforce any right or provision in this Licence Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Nanu in signed writing authorised by a director of Nanu Ltd.

27. Entire Agreement

28. Rights of third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Licence Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

29. Acceptance of Licence Agreement

By ticking the acceptance field during the registration process, you confirm acceptance of this Licence Agreement, which shall constitute a binding contract between Nanu and you.