End User Licence Agreement

This End User Licence Agreement (“EULA”) is a legal agreement between you (either an individual or a single legal entity) and COZQ Limited, a company registered in England and Wales (“Licensor”, “we”, “us”, “our”), for the use of WHMDeskCloud (WHMDC) software (“Software”). By downloading, installing, activating, or using the Software, you agree to be bound by this EULA. If you do not agree, you must not use the Software.

1. Definitions

“Licence” means the non-exclusive, non-transferable, revocable right granted under this EULA to use the Software.

“Licence Key” means the unique identifier issued to you upon purchase, used to activate and validate your Licence.

“Permitted Installation” means a single installation of the Software on servers owned or controlled by you, for use in connection with your internal business operations.

“Software” means WHMDeskCloud (WHMDC), including all executable code, libraries, documentation, and updates supplied by the Licensor.

“You” or “Licensee” means the individual or legal entity that has purchased a Licence and is authorised to use the Software under this EULA.

2. Grant of Licence

Subject to your compliance with this EULA and payment of applicable fees, Licensor grants you a non-exclusive, non-transferable, revocable licence to:

• Download and install the Software on your own servers or hosting environment;
• Use the Software for the Permitted Installation in accordance with the scope of the Licence purchased (e.g., single installation, number of clients or staff as permitted by your plan);
• Receive and install updates and patches made available by the Licensor during the term of your Licence.

This Licence does not grant you any right to sublicense, resell, assign, or otherwise transfer the Software or your rights under this EULA to any third party without the prior written consent of the Licensor.

3. Permitted Use

You may use the Software solely for your internal business operations. Permitted use includes:

• Operating billing, automation, and client management functions for your own business;
• Providing services to your own customers through the Software in the normal course of your business;
• Making backups of the Software for disaster recovery purposes;
• Using the Software in a development or staging environment for testing, provided such use is for your own purposes and does not exceed the scope of your Licence.

4. Prohibited Use

You must not, and must not permit any third party to:

• Resell or redistribute: Sell, rent, lease, lend, or otherwise distribute the Software or any copy thereof to any third party;
• Sublicensing: Grant sublicences or allow third parties to use the Software under your Licence, except as permitted by the normal operation of the Software for your own customers;
• Hosting for third parties: Use the Software to provide the Software itself as a hosted, white-label, resold, or service-provider offering to third parties, except where expressly permitted by your Licence plan;
• Reverse engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Software, except to the extent permitted by applicable law that cannot be waived by contract;
• Licence circumvention: Circumvent, disable, or bypass any licence validation, activation, or security mechanism; use the Software without a valid Licence Key; or use a Licence Key beyond its permitted scope;
• Modification: Modify, adapt, translate, or create derivative works based on the Software, except as permitted by the Licensor in writing;
• Removal of notices: Remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Software or documentation.

5. Licence Validation & Update Communications

The Software may perform automated API requests to the Licensor’s licensing servers to Licensor’s licensing servers for the purpose of:

• Validating your Licence Key and confirming that your Licence is active and within its permitted scope;
• Checking for available updates, patches, and security fixes.

These communications are limited to technical and licence-related information necessary for validation and update checks. No customer data, client information, or content stored within your installation is transmitted, collected, or accessed by the Licensor as part of these communications. You are responsible for ensuring that your server environment permits outbound connectivity to the Licensor’s licensing servers where required for Licence validation.

6. Ownership & Intellectual Property

All intellectual property rights in the Software, including but not limited to copyright, trade marks, and any patents or trade secrets, are and shall remain the exclusive property of the Licensor or its licensors. This EULA does not grant you any ownership rights in the Software. You receive only the limited licence rights expressly set out in this EULA. No implied licences are granted.

7. Customer Responsibilities

You are solely responsible for:

• Hosting environment: The server, hosting infrastructure, and network on which the Software is installed; including hardware, operating system, PHP version, database, and security configuration;
• Security: Implementing appropriate security measures to protect your installation, data, and credentials; including access controls, backups, and protection against unauthorised access;
• Compliance: Ensuring your use of the Software complies with all applicable laws, including data protection legislation (e.g., UK GDPR, Data Protection Act 2018) in respect of any personal data you process using the Software;
• Licence Key security: Safeguarding your Licence Key and ensuring it is not disclosed to unauthorised parties or used beyond the permitted scope.

The Licensor is not responsible for any issues arising from your hosting environment, third-party hosting providers, server misconfiguration, or your failure to maintain adequate security or compliance.

8. Third-Party Services & Integrations

The Software may integrate with or reference third-party services, APIs, payment gateways, or other external systems. The availability, functionality, and terms of such third-party services are outside the Licensor’s control. The Licensor does not endorse, guarantee, or assume responsibility for any third-party service. Your use of third-party integrations is at your own risk, and you must comply with the terms and policies of those third parties. WHMDC is not affiliated with WHMCS, Blesta, WiseCP, ClientExec, or any other third-party products or companies.

9. Disclaimer of Warranties

The Software is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Licensor disclaims all warranties, whether express, implied, or statutory, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement. The Licensor does not warrant that the Software will be uninterrupted, error-free, or free from harmful components. You assume all risks associated with the use of the Software.

Nothing in this EULA excludes or limits the Licensor’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

10. Limitation of Liability

Subject to the paragraph below, the Licensor shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive loss or damage;
• Loss of profits, revenue, business, goodwill, or anticipated savings;
• Loss of or corruption of data;
• Business interruption;

whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if the Licensor has been advised of the possibility of such loss or damage.

The Licensor’s total aggregate liability under or in connection with this EULA, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to the Licensor in the twelve (12) months preceding the event giving rise to the claim.

Nothing in this EULA limits or excludes the Licensor’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of England and Wales.

If you are a consumer (as defined under the Consumer Rights Act 2015), your statutory rights are not affected by this EULA.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Licensor, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use or misuse of the Software;
• Your breach of this EULA;
• Your violation of any applicable law or third-party rights;
• Any content, data, or materials you process or transmit using the Software.

12. Termination & Effect of Termination

This EULA is effective until terminated. Your rights under this EULA will terminate automatically, without notice, if you fail to comply with any term of this EULA. The Licensor may also terminate this EULA at any time if you breach this EULA, or for convenience upon thirty (30) days’ written notice (in which case you may be entitled to a pro-rata refund of prepaid fees for the unused portion of your Licence period, at the Licensor’s discretion).

Upon termination:

• Your right to use the Software ceases immediately;
• You must cease all use of the Software and, if requested by the Licensor, certify in writing that you have done so;
• You must uninstall or destroy all copies of the Software in your possession or control.

Provisions of this EULA that by their nature are intended to survive termination shall survive, including but not limited to Sections 6 (Ownership & Intellectual Property), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 14 (Governing Law & Jurisdiction), 15 (Entire Agreement), and 16 (Severability).

13. Updates & Changes to the Software

The Licensor may from time to time release updates, patches, or new versions of the Software. Updates may be required to maintain compatibility, security, or functionality. You are responsible for installing updates in a timely manner. The Licensor may discontinue support for older versions of the Software after a reasonable notice period. The Licensor reserves the right to modify, suspend, or discontinue any features of the Software, with reasonable notice where practicable. Material changes to the Software will be communicated through the Licensor’s website or other appropriate channels.

14. Governing Law & Jurisdiction

This EULA is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising out of or in connection with this EULA.

15. Entire Agreement

This EULA, together with any order confirmation, invoice, or purchase terms that reference this EULA, constitutes the entire agreement between you and the Licensor concerning the Software and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or waiver of any provision of this EULA shall be effective unless in writing and signed by the Licensor.

16. Severability

If any provision of this EULA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable whilst preserving the parties’ intended commercial effect.

17. Contact Information

For questions regarding this EULA or the Software, please contact:

COZQ Limited
Email: [email protected]

Enquiries regarding licensing, technical support, or commercial matters should be directed to the above address.