INTERGAS HEATING LTD MIREG APP

Last Updated: 26th May, 2018

This Intergas Heating Ltd agreement (“agreement”) is entered into by Intergas Heating Ltd with offices at Unit 2, Easter Park, Worcester Road, Kidderminster, Worcestershire, DY11 7AR. If your principal place of business (for entities) or place of residence (for individuals) is in any country within Europe, you agree to be bound by the laws of England and Wales. If you are accessing or using the services on behalf of a company or other legal entity, you represent and warrant that you are an authorized representative of that entity and have the authority to bind such entity to this agreement, in which case the terms “you” shall refer to such entity, you and Intergas Heating Ltd, hereby agree as follows:

Your right to access and use the services is expressly conditioned on acceptance of this agreement. By accessing or using the services, you agree to be bound by this agreement. If you are accessing or using the services on behalf of your employer or another entity (“entity”), you agree to provide Intergas Heating Ltd with the name of the entity and obtain Intergas Heating Ltd.’s approval to use the software on your behalf and behalf of the entity and you agree to remain responsible and liable for your and such entity's compliance with this agreement. Further, you represent and warrant that (I) you are the authorized agent of the applicable entity and have the legal authority to enter into the agreement on behalf of yourself and the entity, and (ii) you have obtained, on behalf of yourself and the entity (if applicable), all necessary rights, waivers, consents and permissions necessary to collect, use, store, and share user information in connection with the software.

Section 1. Overview of the services

1.1 The services provide a reporting solution for use with a mobile application for recording of new boiler installations.

1.2 The service user consents to Intergas Heating Ltd. exchanging information with Gas Safe Register with offices at PO Box 6804, Basingstoke, RG24 4NB.

Section 2. Specific terms for installers

2.1 Service and access credentials. During the term, and subject to installers compliance with all terms and conditions of this agreement, Intergas Heating Ltd, will provide installers with access to the services as part of the implementation process, installers will not share its user name or password with any third party and will be responsible and liable for the acts or omissions of any person who accesses the services using passwords or access procedures provided to installers. Intergas Heating Ltd reserves the right to refuse registration of, or to suspend or cancel, login ID’s used by installers to access the services for any reason, including if installers violates the terms and conditions set forth in this agreement.

2.2 License to installer. During the term, and subject to all terms and conditions of this agreement (as a condition to the grants below), Intergas Heating Ltd grants installer and installer accepts a nonexclusive, non-transferable right and license (without right to sublicense) to access and use the services, solely for the purpose of accessing and downloading any software (defined below) for its own installer’s internal business purposes; Installer’s access and use of the services shall also comply with all other conditions set forth in all documentation, instructions, end user guides and other documents regarding the services and software, in each case that is provided or made available by Intergas Heating Ltd to installer in electronic or other form (collectively, “documentation”). Installer shall comply with all (a) applicable laws, rules, and regulations, and (b) any applicable third ¬party terms, including any third ¬party terms applicable to installer’s development and distribution of any application or application operating on the android or iOS mobile operating systems, or any other operating system upon which the application or application is made available and upon which Intergas Heating Ltd makes the services available to installer.

2.3 Restrictions. Installer shall not directly or indirectly (a) use the services or any of Intergas Heating Ltd.’s confidential information (as defined below) to create any service, software, or documentation that is the same as, substantially similar to or has similar functionality as the services, (b) disassemble, decompile, reverse engineer, decipher, translate or use any other means to attempt to discover any source code, algorithms, or trade secrets underlying the services or background materials (defined below), except and only to the extent these restrictions are expressly prohibited by applicable statutory law, (c) encumber, sublicense, transfer, distribute, rent, lease, timeshare, or use any Intergas Heating Ltd properties (as defined below) in any service bureau, rental or managed services arrangement or permit other individuals or entities to create internet "links" to the Intergas Heating Ltd, properties or "frame" or "mirror" the Intergas Heating Ltd properties on any other server, or wireless or internet ¬based device, (d) adapt, combine, create derivative works of, or otherwise modify any Intergas Heating Ltd properties, (e) use or allow the transmission, transfer, export, re-export, or other transfer of any product, technology, or information it obtains or learns in connection with installer’s use of the services in violation of any export control or other laws and regulations of the United Kingdom or any other relevant jurisdiction, (f) remove or alter any proprietary notices or labels on or in any Intergas Heating Ltd properties; (g) use any Intergas Heating Ltd properties in connection with the development or transmission of any virus, worms or malicious code, (h) use any Intergas Heating Ltd properties to infringe the rights of Intergas Heating Ltd or any third party, or in any way that does not comply with all applicable laws, or (i) use any Intergas Heating Ltd properties (including to create any application) in any way that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Intergas Heating Ltd or any third party, including any mobile communications carrier.

2.4 Installer feedback. From time to time, Intergas Heating Ltd may solicit from installer or installers may make, in its sole discretion, suggestions for changes, modifications or improvements to the Intergas Heating Ltd properties (as defined below) or any other feedback related to Intergas Heating Ltd or the Intergas Heating Ltd properties (collectively, “installer feedback”). All installer feedback shall be solely owned by Intergas Heating Ltd (including all intellectual property rights therein and thereto) and shall also be Intergas Heating Ltd.’s confidential information. installer hereby assigns all of its right, title and interest in and to any installer feedback to Intergas Heating Ltd and acknowledges that Intergas Heating Ltd has the unrestricted right to use and exploit such installer feedback in any manner, without attribution, and without any obligations or compensation to installer.

2.5 Installer data. Installer hereby grants Intergas Heating Ltd a nonexclusive, license ¬fee free and royalty free right and license to access, copy, distribute, process and use all information, data and other content provided by installer or received by Intergas Heating Ltd in connection with installer’s authorized use of the services, including, without limitation information provided through any application or application that installer makes available for testing through the services (collectively, “installer data”), solely for the purpose of providing the services and as otherwise expressly permitted in this agreement. Installer agrees that (a) the services depend on the availability of the installer data, and (b) Intergas Heating Ltd will not assume any responsibility or liability for, or undertake to verify, the legality, accuracy or completeness of the installer data. Intergas Heating Ltd shall have no obligation to store any installer data or results (as defined below).

2.6 Installer systems. Installer is responsible for providing (a) all equipment, subscriptions and credentials necessary for Intergas Heating Ltd to receive the installer data, and (b) all modems, servers, devices, storage, software (other than software), databases, network and communications equipment and ancillary services needed to connect to, access, or otherwise use the services at its facility (collectively, “installer systems”). Installer shall ensure that installer systems are compatible with the services and comply with all configurations and specifications described in the documentation.

2.7 Limitations. Intergas Heating Ltd will not be responsible or liable for any failures in the services or any other problems which are related to (a) the installer data or installer systems, or (b) any satellite, telecommunications, network or other equipment or service outside of Intergas Heating Ltd.’s facilities or control.

2.8 Confidentiality. “Confidential information” means any information disclosed by one party (“discloser”) to the other party (“recipient”) that is marked or otherwise identified as “confidential” or “proprietary,” or by its nature or the circumstances of disclosure should reasonably be understood to be confidential, including without limitation, all financial, business or technical information disclosed in relation to this agreement. Except for the specific rights granted by this agreement, the recipient may not use, copy or disclose any confidential information of the discloser without discloser’s prior written consent, and shall use no less than reasonable care to safeguard discloser’s confidential information, including ensuring that recipient’s employees, contractors and agents (“representatives”)with access to discloser’s confidential information have a need to know such confidential information for the purposes of this agreement and are bound by confidentiality obligations no less protective of the parties as those set forth herein. the foregoing obligations shall not apply to any confidential information that recipient can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to discloser, (c) generally available to the public without breach of this agreement or (d) independently developed by it without reference to or use of any of discloser’s confidential information and without any violation of any obligation of this agreement. each party shall be responsible for any breach of confidentiality by its representatives, as applicable. promptly upon discloser’s request at any time, recipient shall, or in the case of installer data shall use reasonable efforts to, return all of discloser’s tangible confidential information, permanently erase all confidential information from any storage media and destroy all information, records, copies, summaries, analyses and materials developed therefrom nothing herein shall prevent a party from disclosing any of the other’s confidential information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, however, prior to any such disclosure, recipient shall use reasonable efforts to (i) promptly notify discloser in writing of such requirement to disclose where permitted by law, and (ii) cooperate with discloser in protecting against or minimizing any such disclosure and/or obtaining a protective order.

2.9 Proprietary rights. As used in this agreement: “background materials” means all ideas, concepts, inventions, systems, platforms, software (including all software), interfaces, tools, utilities, templates, forms, report formats, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by Intergas Heating Ltd in providing the services and results (including any correction, improvement, derivative work, extension or other modification to the services made, created, conceived or developed by or for Intergas Heating Ltd, including at installer’s request or as a result of feedback provided by installer to Intergas Heating Ltd); “reports” means the reports, charts, graphs and other presentation in which the results are presented to installer; “report formats” means the formatting, look and feel of the reports; and “results” means the work products resulting from the services that are delivered to installer by Intergas Heating Ltd through the services, and which are based on the installer data. for the sake of clarity, results shall expressly exclude all background materials. Intergas Heating Ltd shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to (a) feedback, suggestions, ideas or other materials and information provided by installers with respect to any application (“user feedback”), (b) the results and (c) installer data. installer acknowledges and agrees that the results will be presented to it in a report, the report format of which is confidential information and proprietary to Intergas Heating Ltd installer may make a reasonable number of copies of the reports only for its internal purposes in using the results. installer hereby grants to Intergas Heating Ltd a license¬ fee ¬free, royalty ¬free, fully paid up, non-exclusive, perpetual and irrevocable, worldwide right and license to access, copy, distribute, process, and use (and to make, use and otherwise dispose of systems and processing using) (x) the installer data, performance data and user feedback, solely for purposes of (i) providing the services to installer, including without limitation providing customer support to installer, (ii) sharing crash report information with installers who offer software development kits via Intergas Heating Ltd.’s fabric portal for application installers if an installer has integrated such a kit into their application and the given crash is attributable to such a kit, solely so that such kit installers may maintain and improve their kits, and (iii) creating aggregate measures of services usage, engagement, and performance, and (y) the results and aggregated installer data, performance data and user feedback to improve any component of the services generally or of any other service of Intergas Heating Ltd, and for its other business purposes.

2.11 General learning; Aggregate data. Intergas Heating Ltd reserves the right to disclose aggregate information of services usage, engagement, and performance, and to reuse all general knowledge, experience, know how, works and technologies (including ideas, concepts, processes and techniques) related to the results or acquired during provision of the services (including without limitation, that which it could have acquired performing the same or similar services for another customer).

2.12 Reservation of rights. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Intergas Heating Ltd (and its licensors) shall retain all right, title, and interest (including all intellectual property and proprietary rights embodied therein) in and to the services, software, documentation, background materials, aggregate data, and analyses (collectively, " Intergas Heating Ltd properties").

Section 3. Specific terms for Installers

3.1 License; Restrictions. In order to access and use the services, you may need to download or install software (defined in section 2 above), web clips, certificates, or other materials provided by Intergas Heating Ltd (“Intergas Heating Ltd material”). subject to your compliance with this agreement, Intergas Heating Ltd grants you a limited, non-exclusive, non-assignable, non-sublicensable license to access, download, and use any Intergas Heating Ltd material made available to you by Intergas Heating Ltd, solely to access and use the services. Intergas Heating Ltd reserves all right, title, and interest in the Intergas Heating Ltd material not expressly granted to you, including but not limited to intellectual property rights. to the maximum extent permitted by law, you may not do any of the following with respect to any Intergas Heating Ltd material you receive or otherwise have access to: (a) modify, reverse engineer, decompile, or disassemble any Intergas Heating Ltd material, (b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer any Intergas Heating Ltd material, (c) make any copy of or otherwise reproduce any Intergas Heating Ltd material, (d) remove, alter, or obscure any copyright, trademark or other proprietary rights notice on or in any Intergas Heating Ltd material, (e) work around any technical limitations in any Intergas Heating Ltd material, or (f) use any Intergas Heating Ltd material for purposes for which it is not designed.

3.2 no responsibility for Intergas Heating Ltd applications. If you have any complaints or disputes relating to your use of any application, you agree to look solely to the applicable installer of such application and not Intergas Heating Ltd you acknowledge and agree that the applicable installer, not Intergas Heating Ltd, is fully responsible for any application. if you want to terminate this agreement, you must stop using the services and delete from your device all Intergas Heating Ltd material.

3.3 consent to data processing and transfer. Irrespective of which country you live in, you authorize Intergas Heating Ltd to use your information in, and as a result to transfer it to and store it in, the united states and any other country where Intergas Heating Ltd operates. privacy and data protection laws in some of these countries may vary from the laws in the country where you live.

3.4 no compensation. By becoming a registered installer, you are acting as a volunteer. you will bear your own costs, including any mobile carrier and data costs, that you incur in connection with your use of the application or any user feedback (defined above) that you submit.

3.5 standard End-Users Licensing Agreement (eula) for applications. You agree to comply with the terms of the standard eula in connection with your access and use of any application of an installer, unless you agree to comply with a separate license agreement that the installer provides in connection with such application, in which case the terms of that separate license agreement will govern.

section 4. warranty, liability & indemnity

4.1 warranties. Intergas Heating Ltd represents and warrants that it has full right, power, and authority to enter into this agreement and to perform its obligations and duties under this agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of Intergas Heating Ltd, or any judgment, order, or decree by which such party is bound. Installer’s sole and exclusive remedy for any and all breaches of this provision is the remedy set forth in section 4.4. installer represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the installer data as may be necessary to grant the rights and licenses, and provide the representations, and for Intergas Heating Ltd to provide the services set forth herein. installer bears all responsibility and liability for the legality, accuracy and completeness of the installer data and Intergas Heating Ltd.’s access, possession, distribution, and use thereof, as permitted herein.

4.2 disclaimers. The Intergas Heating Ltd services, Intergas Heating Ltd properties and results are provided “as is” without warranty of any kind, without limiting the foregoing, Intergas Heating Ltd and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (collectively, the “Intergas Heating Ltd entities”) make no warranty (i) that the services or results will meet your requirements or be uninterrupted, error free or bug free, (ii) regarding the reliability, timeliness, or performance of the services, or (iii) that any errors in the services can or will be corrected. The Intergas Heating Ltd entities hereby disclaim (for themselves and their suppliers) all warranties, whether express or implied, oral or written, including without limitation, all implied warranties of non-infringement, merchantability, title or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade.

4.3 claims against Intergas Heating Ltd registered installers will defend Intergas Heating Ltd from all third party claims, whether actual or alleged (collectively, “Intergas Heating Ltd claims”), and will indemnify Intergas Heating Ltd and hold Intergas Heating Ltd harmless from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees) resulting from such Intergas Heating Ltd claims that arise out of installer’s (a) use of the services, (b) actual or alleged infringement or misappropriation of the rights of any third party, including, without limitation, any intellectual property rights, privacy rights or publicity rights, and (c) breach of any representations and warranties set forth in the agreement. installer is solely responsible for defending any such Intergas Heating Ltd claims, subject to Intergas Heating Ltd.’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from such claims against Intergas Heating Ltd, provided that installer will not agree to any settlement related to any such Intergas Heating Ltd claims without Intergas Heating Ltd.’s prior express written consent regardless of whether or not such settlement releases Intergas Heating Ltd from any obligation or liability. if installer uses the services in an official capacity as an employee or representative of a united states federal, state, or local government entity and is legally unable to accept this indemnification provision, then it does not apply to such entity, but only to the extent as required by applicable law.

4.4 claims against registered installer. Intergas Heating Ltd will not defend the installer from any third party claims, actions, suits, or proceedings, whether actual or alleged (collectively, “installer claims”), and will not indemnify installer and hold installer harmless from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees) resulting from such installer claims, that arise out of an allegation that the services, when used as expressly permitted by this agreement, infringes the intellectual property rights of such third party. notwithstanding the foregoing, Intergas Heating Ltd will have no obligation under this section 4.4 or otherwise with respect to any infringement claim based upon: (a) any use of the services not expressly permitted under this agreement; (b) any use of the services in combination with products, equipment, software, or data not made available by Intergas Heating Ltd if such infringement would have been avoided without the combination with such other products, equipment, software, or data; (c) any modification of the services by any person other than Intergas Heating Ltd or its authorized agents or subcontractors; or (d) any claim not clearly based on the services itself, this section 4.4 states Intergas Heating Ltd.’s entire liability and installer’s sole and exclusive remedy for all third-party claims.

4.5 procedure. The foregoing obligations are conditioned on the party seeking indemnification: (a) promptly notifying the other party in writing of such claim; (b) giving the other party sole control of the defence thereof and any related settlement negotiations; and (c) cooperating and, at other party’s request and expense, assisting in such defence. neither party may make any public announcement of any claim, defence or settlement without the other party’s prior written approval. the indemnifying party may not settle, compromise or resolve a claim without the consent of the indemnified party, if such settlement, compromise or resolution (x) causes or requires an admission or finding of guilt against the indemnified party, (y) imposes any monetary damages against the indemnified party, or (z) does not fully release the indemnified party from liability with respect to the claim.

4.6 Limitation of liability. (a) in no event will either party be liable to the other for any indirect, special, incidental, exemplary, punitive, or consequential damages arising out of or in connection with this agreement. The foregoing limitations, exclusions and disclaimers shall apply to any and all claims, regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not the party has been advised of the possibility of such loss or damage. some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law.

Section 5. Term and Termination

5.1 Term. The term of this agreement will begin on the date you first agree to this agreement and are approved to register for the services and continue until terminated as set forth herein (“term”). Your use of the services may be terminated by Intergas Heating Ltd or you at any time, for any reason, effective immediately upon notice provided by one party to the other party as set forth herein.

5.2 Effects of termination. Upon any expiration or termination of this agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination and all remedies for breach of this agreement shall survive, (b) you must discontinue accessing and using the services and delete all software, Intergas Heating Ltd properties, and Intergas Heating Ltd material, and (c) the provisions in section 2 titled restrictions, installer feedback, confidentiality, proprietary rights, general learning; aggregate data, the provisions of section 4 and the provisions in this section 5 shall survive. Intergas Heating Ltd has no obligation to store, delete or return any user feedback, performance data, installer data, or results.

6. Miscellaneous

6.1 Entire agreement. This agreement (which includes any order form completed by installer) constitutes the entire agreement, and supersede all prior negotiations, understandings, or agreements (oral or written), between the parties about the subject matter of this agreement.

6.2 Waivers, consents and amendments. No waiver, consent, or modification of this agreement shall bind the Intergas Heating Ltd entities unless in writing and signed by Intergas Heating Ltd. Intergas Heating Ltd may amend this agreement from time to time. If we make a change to this agreement that, in our sole discretion, is material, we will notify you at the email address that you provided upon signing up to access the services or upon signing up to access the Intergas Heating Ltd platinum services, at Intergas Heating Ltd.com, or otherwise through the services. If you do not agree to the modified terms, you shall notify Intergas Heating Ltd in writing within thirty (30) days, after which your right to access and use the services shall immediately terminate and the Intergas Heating Ltd entities shall have no further responsibility or liability to you. The failure of either party to enforce its rights under this agreement at any time for any period will not be construed as a waiver of such rights.

6.3 Severability. If any provision of this agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable.

6.4 Governing law and disputes. This agreement shall be governed by and construed in accordance with the laws of England & Wales. The parties will try in good faith to settle any dispute within 30 days after the dispute arises, if the dispute is not resolved within 30 days, it must be resolved by arbitration. The arbitration will be conducted in English, either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration, the arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this agreement. subject to the confidentiality requirements in of this agreement, either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. any arbitration proceeding conducted in accordance with this section will be considered confidential information under this agreement's confidentiality section, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this section to a competent court as may be necessary to file any order under this section or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration centre’s administrative expenses in accordance with the rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision.

6.5 Force majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

6.6 Notices. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, confirmed electronic transmission, recognised express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party, which, in the case of installer, shall be the email address provided to Intergas Heating Ltd upon signing up for the services or upon signing up to access the Intergas Heating Ltd platinum services, and, in the case of Intergas Heating Ltd, shall be the address above. all notices shall be in English and deemed to have been received when they are hand delivered, or five business days after their mailing, or upon confirmed electronic transmission or confirmed facsimile transmission.

6.7 Assignment. This agreement and the rights and obligations hereunder may not be assigned, transferred or delegated, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether installer is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, by installer without Intergas Heating Ltd.’s prior written consent. any assignment or transfer in violation of the foregoing shall automatically be null and void, and Intergas Heating Ltd may immediately terminate this agreement upon such an attempt. this agreement shall be binding upon, and inure to the benefit of, any permitted successors, representatives, and permitted assigns of the parties hereto.