IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT (EULA) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR, IF YOU ARE AUTHORISED, ON BEHALF OF YOUR BUSINESS ENTITY) AND SUPPORTPAL LIMITED. READ IT CAREFULLY BEFORE COMPLETING INSTALLATION OR USING THE SOFTWARE. AMONG OTHER PROVISIONS, IT GRANTS A LIMITED LICENSE TO USE THE SOFTWARE AND CONTAINS TERMINATION, ANTI-CIRCUMVENTION, WARRANTY, AND LIABILITY LIMITATION TERMS. BY CLICKING "I ACCEPT AND CONTINUE", INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE. IF YOU HAVE ALREADY PAID, YOU MAY BE ELIGIBLE FOR A REFUND ONLY AS SET OUT IN OUR REFUNDS POLICY OR YOUR ORDER TERMS. YOUR CONTINUED USE OF THE SOFTWARE AFTER WE POST OR OTHERWISE NOTIFY YOU OF CHANGES TO THIS EULA CONSTITUTES YOUR ACCEPTANCE OF THOSE CHANGES.
1.1. "SupportPal," "we," "us," and "our": means SupportPal Limited, a company registered in England and Wales (No. 10035240).
1.2. "Software": means the SupportPal software (including any updates, patches, and documentation we make available to you), and any related license key(s) or activation mechanism(s).
1.3. "Owned License": means a perpetual license to use the then-current version of the Software at the time of purchase, subject to this EULA, without any entitlement to future updates or support unless you maintain an active Support & Updates Subscription.
1.4. "Subscription License": means a time-limited license (e.g., monthly or annual) that entitles you to use the Software and receive updates and support during the paid subscription term.
1.5. "Support & Updates Subscription": means a paid term during which you are eligible to receive updates and Technical Support for an Owned License.
1.6. "Active Support Term": means any Support & Updates Subscription term that is fully paid and in effect.
1.7. "Domain": means the single production domain (including its subdomains) identified in your account or order, unless otherwise stated in writing by SupportPal.
1.8. "Brand": means a separate customer-facing configuration within a single Software installation, each with its own identity (e.g., name, logo, or portal), licensed individually as an add-on.
1.9. "Trial": means any free, evaluation, or beta access to the Software granted by SupportPal on a temporary basis.
1.10. "Order": means any order form, invoice, checkout, or other purchasing document accepted by SupportPal.
1.11. "Technical Support": means remote assistance provided by SupportPal to your authorised administrators regarding installation, configuration and operation of the unmodified Software; investigation of reproducible defects; and the provision of updates, patches or documented workarounds for supported versions. Technical Support excludes activities described as Professional Services in Section 6.
2.1. License Grant. Subject to your compliance with this EULA and applicable Order(s):
Subscription License: We grant you a non-exclusive, non-transferable, limited license to install and use one copy of the Software on one production Domain during the paid subscription term.
Owned License: We grant you a perpetual, non-exclusive, non-transferable (except as expressly permitted) limited license to install and use one copy of the then-current version of the Software you purchased on one production Domain.
Development License: We may provide a separate license for development or testing purposes. Such licenses are limited to non-production use only and may be subject to additional restrictions or shorter durations as stated at the time of issue.
Free Trial License: We may provide a free trial license for evaluation purposes only, typically lasting up to thirty (30) days unless extended by us in writing. Free trials are provided "as is," may be limited in functionality, and may be terminated or converted to a paid license at our discretion.
Beta License: We may issue beta licenses to allow testing of pre-release versions of the Software. Beta licenses are temporary, provided at our discretion, and may be modified or cancelled at any time. Beta versions may be incomplete or unstable and are provided without support or performance commitments.
2.2. License Key; Activation. The Software may include license keys or other technical measures that control access. You consent to the Software periodically communicating with our systems for license validation, update eligibility, anti-abuse, and security purposes. You must not circumvent, disable, or tamper with any licensing or control features.
2.3. Updates; Support. Updates and Technical Support are provided only during an Active Support Term for Owned Licenses, or during an active Subscription License. Use of any update is subject to this EULA. If your Support & Updates Subscription lapses, you may continue to use the last version received, but you are not entitled to later updates or support unless and until you renew.
3.1. Installation of Software Package. The Software is licensed as a single product and none of its components may be separated for installation or use.
3.2. Single Domain per Brand. The Software is licensed for use on a single Domain per Brand under each license. Each additional Brand requires a separate license add-on. Use of the Software on any additional Domains or Brands beyond those expressly licensed requires the purchase of additional license add-ons or prior written authorisation from SupportPal.
3.3. Backup Copy. All backup copies must be an exact copy of the original Software. If you make a backup copy, such copy must be in machine-readable form and you must reproduce on such copy all Intellectual Property Rights notices and any other proprietary legends on the original copy of the Software. Backup copies are for archival purposes only and may not be distributed.
3.4. No Derivative Works; Reverse Engineering. You may not alter, merge, modify, adapt, translate, prepare derivative works based upon, or otherwise change the Software, nor may you commission or permit any third party to do so. Additionally, you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to any human-readable form, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
3.5. No Circumvention of Licensing or Control Features. You may not modify, disable, circumvent, interfere with, or tamper with any licensing, activation, usage tracking, anti-tamper, or other control features of the Software, nor may you assist or authorise any third party to do so.
3.6. No Sharing, Distribution, or Disclosure. You may not share, disclose, sublicense, publish, distribute, or make available the Software (including any source code or compiled code), license keys, activation credentials, or related documentation to any third party, except as expressly permitted by this EULA. Uploading or otherwise making the Software or any portion thereof available on public or third-party repositories or services is prohibited.
3.7. No Use to Evade Fees or Restrictions. You may not use the Software or any Trial to avoid fees or license restrictions, including by creating multiple or fraudulent accounts, identities, or domains; by using Trials, alternate accounts, or reseller channels to bypass suspension or termination; or by continuing use after termination or expiration.
3.8. Proprietary Notices. You may not remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on or in the Software. All such notices must be preserved in any permitted copies, including backups.
3.9. No Unauthorised Transfer or Assignment. You may not assign, transfer, or sublicense the Software or this EULA, in whole or in part, except as expressly permitted by this EULA (including any applicable license transfer policy for Owned Licenses with active support) or with SupportPal's prior written consent. Any unauthorised transfer is void and may result in termination.
4.1. Proprietary Rights. All rights, title, and interest in and to the Software, including all intellectual property rights, are and shall remain with SupportPal and its licensors. The Software is licensed, not sold. SupportPal reserves all rights not expressly granted.
4.2. Third-Party Components; Open Source Notices. The Software may include or interoperate with third-party software, libraries, or open-source components that are licensed under their own terms. To the extent required by those terms, such licenses govern your use of those components, and nothing in this EULA limits your rights under them. Required notices and license texts are provided with the Software or made available by SupportPal upon request.
5.1. Any Trial is provided "as is," for evaluation only, for the period designated by SupportPal. Trials may not be used in production or to circumvent or extend use after suspension or termination. We may modify or terminate Trials at any time. Beta features may be incomplete and are provided without support or any performance commitments.
6.1. Eligibility. Support is only available during an Active Support Term for Owned Licenses and during active terms for Subscription Licenses.
6.2. Incidental Assistance. If we provide assistance when you are not eligible for support, you agree we may invoice you at our then-current rates (or as quoted) and that failure to pay is a material breach. Providing incidental assistance does not waive our eligibility requirements.
6.3. Third-Party Causes. We are not responsible for problems caused by improper configuration or maintenance; non-SupportPal software, custom code or interfaces; unauthorised specifications; unsupported environments; or Beta/Trial software.
6.4. Scope and Exclusions. Technical Support is provided remotely via our ticketing system or email. We will use commercially reasonable efforts to assist, but do not guarantee response or resolution times, availability, or any particular outcome, and no service level agreement (SLA) applies. Technical Support does not include: (a) custom development, theming or modification of the Software; (b) assistance with third‑party software, modules or integrations not supplied by SupportPal; (c) server, operating system, database, PHP or network administration; (d) data import/export, migration, disaster recovery or backups; (e) training, consultancy or on‑site services; (f) support for Beta, Trial or unsupported versions; or (g) support where the Software core has been modified. Such activities may be offered as separately billed professional services. You agree to provide timely cooperation and reasonable diagnostic information (for example, logs and steps to reproduce) and to maintain current backups.
7.1. License Validation. You consent to our use of technical measures that may include periodic checks of license validity, server/domain fingerprints, and account linkage to detect fraud, abuse, or violation of this EULA.
7.2. Anti-Abuse. You must not attempt to circumvent any suspension, termination, or license restrictions (including by using Trials, alternate accounts, reseller channels, or different domains/servers). Such conduct is a material breach.
7.3. Blacklisting. We may suspend or blacklist servers, domains, IPs, and/or accounts we reasonably determine are involved in or associated with abuse, fraud, non-payment for services rendered, or evasion of license controls.
7.4. Data Protection. To the extent we process personal data in connection with license validation, anti-abuse, or security measures under this Section, we do so in accordance with our Privacy Policy and applicable data protection laws. Further information about what we collect and how we use it is set out in our Privacy Policy.
8.1. Fees. Fees for Support & Updates Subscriptions, professional services, or other paid services are due as stated in the Order/invoice. You are responsible for any applicable taxes, excluding taxes on our net income.
8.2. Chargebacks. Initiating a chargeback or payment dispute without first attempting good faith resolution is a material breach and may result in immediate suspension or termination.
9.1. Term. For Owned Licenses, the license is perpetual unless terminated as permitted herein. For Subscription Licenses, the license term is as specified in your Order and renewals.
9.2. Suspension. We may suspend your license or access to updates/support immediately if: (a) you fail to pay fees due for Support & Updates or other services provided; (b) you violate this EULA or the Terms of Service; (c) we reasonably suspect fraud, abuse, or security risk; or (d) required by law.
9.3. Termination for Cause. We may terminate this EULA for material breach upon notice if you fail to cure within ten (10) days of notice (or immediately for irreparable breaches, including fraud, circumvention, or unlawful use). Upon termination, you must cease all use and destroy all copies of the Software, license keys, and related materials. We may deactivate license keys and access credentials.
9.4. Effect on Owned Licenses. If we terminate an Owned License for your material breach (including fraudulent Trial use, non-payment for billable support/services actually rendered, or circumvention), your right to use the Software ends. If your Support & Updates Subscription lapses without breach, you may continue using the last version received, but without updates or support.
10.1. The Software is provided "as is." We do not warrant that the Software will be uninterrupted, error-free, or meet your requirements, or that defects will be corrected.
10.2. To the maximum extent permitted by law, SupportPal disclaims all warranties, express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
11.1. Nothing in this EULA limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded under applicable law.
11.2. To the maximum extent permitted by law, SupportPal will not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, including loss of profits, revenue, savings, business, goodwill, or data, even if advised of the possibility of such damages.
11.3. SupportPal's total aggregate liability arising out of or related to this EULA shall not exceed: (a) for Subscription Licenses, the fees you paid to SupportPal for the Software in the twelve (12) months preceding the event giving rise to liability; (b) for Owned Licenses, the license fee you paid for the Owned License plus any Support & Updates fees paid in the twelve (12) months preceding the event; and (c) for Trials, zero monetary amount. These limitations apply regardless of the legal theory.
11.4. Your sole and exclusive remedy for any service interruption, suspension, or termination in accordance with this EULA is reinstatement upon cure of the underlying issue, where applicable.
12.1. Distribution. Distribution of the registered Software is strictly prohibited and may violate UK and international copyright laws.
12.2. Backups. You may make exact copies solely for backup and archival purposes consistent with this EULA.
13.1. We may request reasonable information or use technical means to verify compliance with this EULA. If an audit reveals under-licensing or material breach, you will promptly pay applicable fees and our reasonable costs of audit.
14.1. Governing Law; Jurisdiction. This EULA and any dispute arising out of it are governed by English law. The courts of England and Wales have exclusive jurisdiction.
14.2. Entire Agreement; Order of Precedence. This EULA, together with the applicable Order(s) and the Terms of Service, is the entire agreement on its subject. In the event of conflict, the following order applies: Order, this EULA, then the Terms of Service.
14.3. Severability; Waiver. If any provision is held unenforceable, the remainder remains in effect. No waiver is effective unless in writing and signed.
14.4. Assignment. You may not assign this EULA without our prior written consent. We may assign to an affiliate or successor.
14.5. Changes. We may update this EULA from time to time. Continued use after changes take effect constitutes acceptance of the revised EULA. If you do not agree, you must cease use.
14.6. Equitable Relief. You acknowledge that any breach or threatened breach of Sections 2.2, 3, 4, 7, or 12 would cause irreparable harm to SupportPal for which monetary damages would be an inadequate remedy. SupportPal is entitled, in addition to any other rights and remedies, to seek immediate injunctive or other equitable relief without the necessity of posting bond or proving actual damages.
14.7. Force Majeure. Neither party will be liable for any delay or failure to perform its non-payment obligations under this EULA to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labour disputes (excluding those involving the affected party's own workforce), failures of third-party networks or services, or government action. The affected party will use commercially reasonable efforts to mitigate the impact and resume performance. Payment obligations are not excused by force majeure.
14.8. Time-Limited Claims. To the maximum extent permitted by law, any claim or cause of action arising out of or relating to this EULA must be filed within twelve (12) months after the claim arose, or such claim is permanently barred. This Section does not limit SupportPal's claims for unpaid fees or claims arising from your infringement or misappropriation of SupportPal's intellectual property rights.
14.9. Export Controls. You must comply with all applicable export control, sanctions, and anti-bribery laws, and not use the Software in violation thereof.
Last updated: 7th October 2025
