1. 3M DIGITAL LTD (Company number 11681453) of 71-75 Shelton Street, Covent Garden, WC2H 9JQ, London, United Kingdom (Company) owns and provides certain tools, applications, plugins and software, and related services (Montera). In this Agreement, “us”, “we” and “our” refer to Company and references to “you” and “your” is to you, the user of Montera or any of your officers, contractors or employees.
   1. Company grants you a non-exclusive, non-transferable, limited and revocable licence (Tool Licence) to use and access Montera (including for any Beta Test Period) subject to the provisions of this agreement (Agreement).
   2. All use of Montera remains subject to this Agreement, unless expressly agreed otherwise in writing by Company. By using Montera you agree to be bound by this Agreement. You agree that we may change, update or otherwise amend Montera and this Agreement at our absolute discretion.
   3. We may end the agreement hereby formed immediately by giving you written notice. It is not essential to provide reasons for the termination. If you do not agree with this Agreement or we give notice of termination, you must immediately cease using Montera.
2. BETA TEST PERIOD
   1. During the Beta Test Period, the User may use of such tools and features as we make them available.
   2. Montera is in Beta Test Period and will be subject to frequent and possibly substantial changes as we look to make improvements to Montera or related services and features. We reserve the right to withdraw or amend Montera, and any service or material we provide on Montera without notice and you agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access Montera.
   3. You acknowledge that we are not required to keep Montera or any specific tools available for your use. We make no guarantees, implied or express, as to any ongoing availability of Montera.
3. BETA TESTING TERMS & DISCLAIMER
   1. In consideration for your use of Montera during the Beta Test Period, you agree to provide upon request samples of your User Creative Work (see definition below), provided that this is not in breach of any agreement you have with your client.
   2. We would appreciate your feedback on Montera, please notify us of all bugs, glitches, lack of functionality or other problems on Montera and share your ideas for enhancements that come to your attention during the Beta Test Period.
   3. You agree that all feedback, information or testimonials that you provide during the Beta Test Period may be used in any marketing materials for the promotion of Montera.
4. REGISTRATION
   1. We may accept, reject, suspend or remove registration to use Montera in our absolute discretion.
   2. We will collect specific information from you during registration, such as:
      1. Contact details: including name, email address;
      2. Project details: including date, domain, user installer;
      3. Expertise: including Non-Technical / Developer / Designer, Previous experience, Expectations
      4. Billing info (Address, Credit Card details), Domain registration (Address, telephone)
   3. You acknowledge that we rely on the accuracy and completeness of information provided by you during the registration process. In order to confirm your registration, we will need to verify your email address. You should receive an email containing a link that you should click to verify your email address. Other than verifying your email address, we do not make any enquiries or seek any confirmation of your identity or qualifications. You warrant and represents that all information provided is accurate, complete and not misleading and remains so. You must notify us of any change to such information.
5. CONDITIONS OF USE
   1. Licence Limitations
      1. You may (i) make modifications to; and/or (ii) irrevocably sublicense, any Tool as part of a commercial project to a third party, provided that it forms part of a User creative work (User Creative Work).
      2. Montera that do not form part of User Creative Work may not be sublicensed, licensed, resold, published or distributed to third parties without the written consent of Company. For example, approved use of Montera as User Creative Work may include: (i) moving images incorporated into a broadcast or in demonstration or marketing materials, and (ii) as part of a game if User Creative Work is displayed inside the game during play and cannot be extracted without use of reverse engineering techniques.
      3. Company claims no right, title or interest in and to your work incorporated into User Creative Work. You agree to: (i) preserve all proprietary notices Company attaches to Montera; and (ii) distribute any User Creative Work pursuant to a commercially reasonable end-user licence agreement containing terms and conditions consistent with good commercial practices that restrict use of the User Creative Work and forbid reverse engineering or re-distribution of User’s Creative Work.
      4. Except as otherwise expressly provided under this Agreement, you shall have no right to:
         1. Transfer, assign or sublicense its license rights to any other person or entity, you acknowledge that any such attempted transfer, assignment or sublicense will be void;
         2. Copy, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Montera or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of Montera;
         3. Disclose, provide or otherwise make available trade secrets contained within Montera in any form to any third party without our prior written consent.
   2. Fees, Invoicing & Payment
      1. Any Fees payable for Montera outside of the Beta Test Period shall specified on the Website (or otherwise by separate written agreement with the User) and payable in advance without any set off or deduction. The User warrants and represents that there are sufficient funds on any credit or debit card registered with us to pay for all Fees and any charges payable under this Agreement.
      2. If any amount due remains unpaid, Company may charge additional administration costs and interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
      3. Company will render a valid tax invoice to the User on request. Unless expressly stated otherwise, all amounts payable are exclusive of VAT. If any payment pursuant to this Agreement constitutes the whole or any part of the consideration for a taxable or deemed taxable supply to recipient, the supplier shall increase that payment by an amount equal to the VAT which is chargeable in respect of the taxable or deemed taxable supply, provided that the recipient shall have delivered a valid VAT invoice in respect of such VAT.
      4. Company shall be entitled to set off or withhold any amount owed to User under this Agreement against any amount payable by the User to Company.
6. INTELLECTUAL PROPERTY
   1. All content relating to Montera remains the copyright and intellectual property of Company, including any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by you or any other user.
   2. Without our express written permission, you shall not copy Montera whether for your own commercial purposes, any internal business or public use whatsoever, including:
      1. use any “deep-link”, “robot”, “spider”, “page-scrape” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any part or content relating to Montera;
      2. replicate all or part of Montera in anyway; or
      3. incorporate all or part of Montera in any other webpage, Montera, application or other digital or non-digital format.
   3. Company has moral, proprietary and/or registered rights in its trademarks and you shall not copy, alter, use or otherwise deal in the marks without the prior written consent of Company.
7. THIRD PARTY SERVICES & ADVERTISING
   1. Montera may contain information, links to services or websites and/or use the services of third-party businesses, people and services (Third Parties). You consent to receiving this information and the use of such third-party services as part of your use of Montera.
   2. We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements.
8. CONFIDENTIALITY & NON-DISCLOSURE
   1. For the purpose if this Clause, “Confidential Information” shall mean any information relating to Montera and includes all documentation, reports and data produced by Montera.
   2. The User undertakes that, except as provided by sub-Clause or as authorised in writing by Company, it shall, at all times during the Beta Test Period and for 3 months after its conclusion:
      1. keep confidential all Confidential Information;
      2. not disclose any Confidential Information to any other party;
      3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
      4. not make any copies of, record in any way or part with possession of any Confidential Information; and
      5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by the User, would be a breach of the provisions of the above.
   3. The User may disclose Confidential Information to (a) any governmental or other authority or regulatory body, or (b) any of its contractors, suppliers, employees or officers, to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to the User first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in (a) and (b) above or any authorised employee or officer of any such body) obtaining and submitting to Company a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
   4. Prior to the commencement of use of Montera by any contractors, suppliers, employees or offices of the User, the User shall make such people aware of the provisions of this Clause 6.
   5. The provisions of this Clause 6 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of this Agreement for any reason.
9. NON-COMPETE
   1. In consideration for being granted the Tool Licence and access to Montera, during the Beta Test Period and for 2 years after, in the United Kingdom (and each other jurisdiction in which Company does business), you must not directly or indirectly carry on or be (i) interested in any capacity; or (ii) be employed or engaged in any capacity, in any business or activity that is in direct competition with Montera. Each restraint contained in this Clause constitutes a separate and independent provision, severable from the other restraints.
   2. If a court of competent jurisdiction finally decides any such restraint to be unenforceable in whole or in part, the enforceability of the remainder of that restraint and any other restraint will not be affected. You acknowledges and agree that each of the restraints contained in this Clause is reasonable in scope and duration, and is reasonably necessary to protect our goodwill and legitimate business interests.
10. LIMITATION OF LIABILITY & INDEMNITY
    1. We intend to correct any technical problems during this Beta Test Period as soon as possible, although this may result in the loss of your data. We disclaim any liability for such technical problems.
    2. We do not warrant that the use of Montera will be uninterrupted or error-free. You acknowledge that in using Montera you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. We accept no responsibility for the unavailability of Montera, or any services relating to Montera.
    3. You agree to indemnify us for any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with Montera, including ordinary use of Montera or any breach by you of this Agreement.
    4. In no circumstances will we be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use Montera or any content, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.
    5. Certain rights and remedies may be available under the Consumer Protection Act 1987 or similar legislation in this and other jurisdictions, and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, we and our related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to the re-supply of our services or payment of the cost of re-supply of services.
11. NOTICES
    1. You can contact our customer support team by email (s@montera.co).
    2. We will send you notices and other correspondence to the email address that you submit, or that you notify us. It is your responsibility to update your contact details as they change.
    3. A consent, notice or communication under this agreement is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law.
12. GENERAL
    1. We may assign or create any interest in our rights under this Agreement by giving you written notice.
    2. Any provision of this Agreement, which is invalid or unenforceable in any jurisdiction, is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of this Agreement, so far as is reasonably practicable.
    3. The parties agree that this Agreement shall be accepted electronically and the agreement to this Agreement is formed and validly entered into electronically.
    4. The termination of this Agreement does not affect the parties’ rights in respect of periods before the termination of this Agreement.
    5. This Agreement and any non-contractual obligations arising therefrom are governed by the laws of England and Wales and you submit to the non-exclusive jurisdiction of the courts in England.