END USER LICENCE
PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES OR SOFTWARE ON THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between the entity you represent, or, if you do not designate an entity in
connection with a Subscription purchase or renewal, you individually (Licensee or you) and Vidi Corp Ltd (company number
13268209) with registered address at Suite 436 Unit 3a, 34-35 Hatton Garden, Holborn, London, United Kingdom, EC1N 8DX
(Licensor, us or we) for:
Power BI services to which you subscribe to under this EULA (Services) and any online software applications provided
as part of the Services, including Power BI Data Connectors (Software); and
any online documents provided as part of the Services (Documents).
We license use of the Services, Software and Documents to you on the basis of this Licence. We do not sell the Services,
Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times.
IMPORTANT NOTICE TO ALL USERS:
BY ACCESSING AND USING THE SERVICES, THE SOFTWARE AND THE DOCUMENTS YOU CONFIRM
THAT YOU ACCEPT TO THE TERMS OF THIS LICENCE AND THAT YOU AGREE TO COMPLY WITH THEM.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST IMMIDIATELY STOP USING THE
SERVICES, THE SOFTWARE AND THE DOCUMENTS
WE RECOMMEND THAT YOU PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE.
You should print a copy of this Licence for future reference.
1. LICENCE
1.1 The following defined terms are used in this Licence:
(a) Account means your Vidi account allowing you to access the Services, Software and the Documents.
(b) Authorised Users means you, the employees, agents and independent contractors of you, your subsidiaries and
affiliates, who you authorise to use the Services, the Software and the Documents.
(c) Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness
as would be expected from a leading company within the relevant industry or business sector
(d) Licensee Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the
Services, Software or Documents and any data generated by, or derived from your use of the Services, Software or
Documents, whether hosted or stored within the Services, Software or Documents or elsewhere.
(e) Normal Business Hours: [8.00 am to 6.00 pm] local UK time, each Business Day.
(f) User Subscriptions means the user subscriptions purchased by you, or on your behalf, from the Licensor (or an entity
authorised by the Licensor to provide them), in accordance with the terms of the agreement you hold with that entity,
which entitle Authorised Users to access and use the Services, Software and the Documents in accordance with this
agreement.
(g) Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or
otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications
service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to
or the operation of any programme or data, including the reliability of any programme or data (whether by re-
arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user
experience, including worms, trojan horses, viruses and other similar things or devices.
(h) Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware
components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term
Vulnerabilities shall be construed accordingly.
(i) Subscription” means a subscription for the Services for a defined Term as specified in your Vidi account.
(j) Subscription Details means the pricing and related terms applicable to Subscription offer, as published in the
Account.
(k) Term means the duration of a Subscription.
1.2 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we
grant to you a limited, non-exclusive, non-transferable, revocable, licence, without the right to sublicense, to access and use
the Services (and the Software and the Documents in connection with the Services) during the Term on the terms of this
Licence, solely for your internal business operations. We reserve all other rights.
1.3 You shall:
(a) provide the Licensor with:
(i) all necessary co-operation in relation to this Licence; and
(ii) all necessary access to such information as may be required by the Licensor, to the extent required to provide the Services,
Software and Documents including but not limited to Licensee Data, security access information and configuration services;
(b) without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect
to your activities under this Licence; and
(c) ensure that your network and systems comply with the relevant specifications provided by the Licensor from time to time.
1.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You
hereby license us to use the Licensee Data for:
(a) the proper performance of the Services, including the provision of the Software and the Documents;
(b) the purposes set out in our Privacy Policy as described in Condition 9; and
(d) all other purposes relevant to the proper exercise of our rights and obligations under this agreement.
1.5 You undertake that:
(a) you shall only permit Authorised Users to access and use the Services, Software and the Documents and each
Authorised User shall keep a secure password for their use of the Services, Software and Documentation;
(b) you are responsible for maintaining the confidentiality of any non-public authentication credentials associated with
your use of the Services, Software and the Documents. Your password is for your personal use only and should be kept
confidential. If you allow others to access the Account (which includes access to information on viewing activity for the
Account), you agree that such individuals are acting on your behalf and that you are bound by any changes that they
may make to the Account, including but not limited to changes to the Subscription plan. You must promptly notify our
customer support team about any possible misuse of your accounts or authentication credentials or any security incident
related to the Services, Software and the Document;
(c) you shall permit the Licensor or the Licensor’s designated auditor to audit the Services to verify that your use of the
Services, Software and Documents is not in breach of this Licence. This audit may take place remotely, at the
Licensor’s option, and the Licensor may deploy reasonable online audit tools via the Services for these purposes;
(d) (you shall supervise and control use of the Services, Software and Documents and ensure they are used by you, and your
employees and representatives (if applicable), only in accordance with the terms of this Licence; and
(e) you shall comply with all applicable laws and regulations, including technology control or export laws.
1.6 You control access to the Services, Software and Documents by Authorised Users, and you are responsible for their use of
the Services, Software and Documents in accordance with this Licence.
1.7 You acknowledge that any request or instruction given using the Account including by any Authorised User will be deemed
a request from you, and which shall be binding on you.
1.8 You agree to provide and maintain accurate information relating to your Account, including a valid email address so we
can send you account related notices.
2. SUBSCRIPTION AND PAYMENTS TERMS
2.1 Your Subscription will continue for the Term, unless it is terminated earlier in accordance with this Licence.
2.3 The Client shall pay the Subscription Fees as applicable as set out in the Account.
2.3 Available Subscription Offers. We may provide various Subscription Offers including the following:
1. Commitment Offering. You commit to pay upfront or on a periodic basis a fixed fee in advance to use for the
Services, Software and Documentation for the Term.
2. Trial. You receive a limited access to the Services and the Software for 7 days (“Trial Period”) as a trial
subscription without charge. At the end of the Trial Period, unless terminated earlier in accordance with this
Licence, your access to the Services will terminate. Provisions in this Licence with respect to pricing, cancellation
fees, payment, and data retention may not apply.
You may find specific details regarding your Subscription by logging into your Account.
2.4 Payments, Billing and Cancellation
Subscription fees are due and must be made according to the Subscription Details for your Subscription.
Billing Cycle. The subscription fee for the Services will be charged to your Payment Method on the specific payment date
indicated on the Account. Log into your account and click on the "Billing details" link on the "Account" page to see your
next payment date.
Changes to the price. We may change the price of the Service from time to time. We will notify you at least 90 days’ before
any price changes will become effective. If you do not wish to accept the price change, you can cancel your Subscription
before the change takes effect.
For avoidance of doubt , during the Term of your Subscription the subscription fees will not be increased from those posted
on the Account at the time your Subscription became effective or was renewed, except where prices are identified as
temporary in the Subscription Details. All prices are subject to change at the beginning of any Subscription renewal.
Payment Methods. To use the Service you must provide one or more Payment Methods. "Payment Method" means a
current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through
your account with a third party. Unless your Subscription terminated automatically or you cancel your membership before
your billing date, you authorise us to charge the subscription fee for the next billing cycle to any Payment Method associated
with your Account (see "Cancellation" below).In case your primary Payment Method is declined or no longer available to us
for payment of your subscription fee you remain responsible for any uncollected amounts.
Updating your Payment Methods. You can update your Payment Methods on our Account.
Cancellation. You can cancel your Subscription at any time, and you will continue to have access to the Service through the
end of your billing period. Payments are non-refundable and we do not provide refunds or credits for any partial Subscription
periods. To cancel, go to your Account and follow the instructions for cancellation. If you cancel your Subscription, your
Account will automatically close at the end of your current billing period and you will no longer have access to the Services,
Software pr Documentation.
2.5 Renewal
For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the
Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is
longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term.
For Trial, renewal is not permitted.
2.6 Taxes. All amounts payable under this Agreement are exclusive of value added tax or any other taxes unless otherwise
specified on the invoice as tax inclusive. Any applicable value added, services, sales, or other transaction taxes, fees, charges
or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Licence and which we
are permitted to collect from you under applicable law shall be paid by you at the rate and in the manner for the time being
prescribed by law.
3. RESTRICTIONS
2.1 You may use the Services, Software and/o the Documents only in accordance with this Agreement.
2.2 Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement
between the parties, you shall not:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or
distribute all or any portion of the Software, Services and/or Documents (as applicable) in any form or media or by any means;
or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all
or any part of the Software or Services;
(c) access all or any part of the Services, Software or Documents to build a product or service which competes with the
Services, Software or the Documents;
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make
the Services, Software or Documents available to any third party except as expressly permitted in this Licence; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided
under this Licence.
2.3 You shall not use the Services to:
(a) distribute or transmit to the Licensor any Viruses or Vulnerability and shall implement procedures in line with Good
Industry Practice to prevent such distribution or transmission;
(b) store, access, publish, disseminate, distribute or transmit any material which:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(c) is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, on no less than thirty (30) days’ prior written notice to you, such notice specifying the breach of this
condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Services, Software and
Documents for the duration of time that the breach remains unremedied.
4. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Services, Software and the Documents anywhere in the world
belong to us or our licensors, that rights in the Services, Software and Documents are licensed (not sold) to you, and that you
have no rights in, or to, the Services, Software or the Documents other than the right to use them in accordance with the terms
of this Licence.
3.2 You acknowledge that you have no right to have access to any Software in source code form.
5. WARRANTY
4.1 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, WE PROVIDE NO WARRANTIES (WHETHER
IMPLIED OR OTHERWISE) TO YOU IN RELATION TO THE SERVICES, SOFTWARE, DOCUMENTS UNDER THE
LICENCE, AND ALL SUCH WARRANTIES ARE EXCLUDED, INCLUDING MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY
6.1 You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the
Services, Software and Documents have not been developed or designed to meet or support any individual requirements
you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you
may be engaged in, including the provision of an online intermediation service, an online search engine or service that
facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated
Activity). If you use the Services for any Regulated Activity you agree to comply with any requirements that apply to
such Regulated Activity from time to time (including in any jurisdiction in which you operate or where the Regulated
Activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including
regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your
breach of this clause 5.1.
6.2 We only supply the Services, Software and Documents for internal use by you and/or your business, and you agree not to
use the Services, Software or Documents for any resale purposes.
WE SHALL NOT IN ANY CIRCUMSTANCES WHATEVER BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN
CONNECTION WITH THE LICENCE FOR LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE; BUSINESS
INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; WASTED EXPENDITURE; LOSS OR CORRUPTION OF DATA
OR INFORMATION; LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, OR ANY SPECIAL,
INDIRECT, ECONOMIC, OR CONSEQUENTIAL LOSS, DAMAGE, CHARGES OR EXPENSES.
6.3 OTHER THAN THE LOSSES SET OUT IN CONDITION 5.3 (FOR WHICH WE ARE NOT LIABLE), OUR
MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS LICENCE WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE
LIMITED TO THE FEES PAID BY YOU TO US IN CONSIDERATION OF THE SERVICES IN THE 12 MONTHS
PERIOD PRECEDING ANY EVENT GIVING RISE TO LIABILITY. THIS MAXIMUM CAP DOES NOT APPLY
TO CONDITION 5.5. FOR SERVICES PROVIDED FREE OF CHARGE, OUR LIABILITY IS LIMITED TO DIRECT
DAMAGES UP TO 1200 USD
6.4 Nothing in this Licence shall limit or exclude our liability for (a) death or personal injury resulting from our negligence,
(b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.
6.5 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, Software
and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other
terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the
supply of the Services and Documents which might otherwise be implied into, or incorporated in, this Licence whether
by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6. TERM, TERMINATION AND SUSPENSION
6.1. This Licence will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
6.2. If you terminate a Subscription to the Services within 14 days of the date on which the Subscription became effective or
was renewed, no refunds will be provided, and you must pay for the initial 14 days of the Subscription, but no payments will
be due for the remaining portion of the terminated Subscription. If you terminate a Subscription to the Services at any other
time during the term, you must pay for the remainder of the Term, and no refunds will be provided.
6.2. We may terminate your Subscription to a Trial at any time during the Term immediately without notice.
6.3. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this
Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
6.2 On termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your
possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in
your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.
6.3. Renewal. Upon renewal of your Subscription, this Licence will terminate, and your Subscription will thereafter be
governed, by the terms and conditions set forth on the Account on the date on which your Subscription is renewed ("Renewal
Terms"). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.
7. COMMUNICATIONS BETWEEN US
7.1 We may update the terms of this Licence at any time on notice to you in accordance with this Condition 7. Your continued
use of the Services, Software and Documents following the deemed receipt and service of the notice under Condition 7.3 shall
constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as
varied) you must immediately stop using and accessing the Services, Software and Documents on the deemed receipt and
service of the notice.
7.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your
order the Services.
7.3 Any notice:
(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours
after an email is sent, or three days after the date of posting of any letter; and
(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date
of posting of any letter.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website
was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that
such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and,
in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8. EVENTS OUTSIDE OUR CONTROL
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under
this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 8.2.
8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure
of public or private telecommunications networks.
8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for
the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed
despite the Event Outside Our Control.
9. HOW WE MAY USE YOUR PERSONAL INFORMATION
9.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we
process the personal data of those individuals who use the Services, Software and the Documents and for what purposes and
those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in the Privacy
Policy and it is important that you read that information.
10. MAINTENANCE AND SUPPORT
10.1 We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week,
except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b)unscheduled maintenance performed outside Normal Business Hours, in which case we shall use reasonable endeavours to
give you at least 6 Normal Business Hours' notice in advance.
11, OTHER IMPORTANT TERMS
11.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights
or our obligations under this Licence.
11.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
11.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and
extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether
written or oral, relating to its subject matter.
11.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or
any document expressly referred to in it.
11.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on
any statement in this Licence or any document expressly referred to in it.
11.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent
right or remedy.
11.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other
right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
11.8 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them
are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English
law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.