IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ACCESSING THE SOFTWARE: This licence agreement (Licence) is a legal agreement between you (Licensee or you) and School of Sign Language Ltd, of address Blackburn Rovers Enterprise Centre, Suite 2 Ewood Park, Blackburn, BB2 4JF (Licensor or we) for this ‘Primary Sign Language’ software product (Software), which includes computer software, the data supplied with it, printed materials and online documentation (Documentation).
BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES AND STUDENTS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE YOUR ACCESS AND USE OF THE SOFTWARE NOW BY CLICKING ON THE "REJECT" BUTTON BELOW.
The Software is designed for use in schools and learning facilities to assist students (Students) in developing their sign language skills.
In return for the granting of the Licence, you shall pay to the Licensor a fixed monthly fee in accordance with the Licensor’s invoices (Licence Fee).
1.1 In consideration of you agreeing to abide by the terms of this Licence and to the payment of the Licence Fee (in accordance with the Licensor’s invoices from time to time), the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation in the United Kingdom on the terms of this Licence.
1.2 Upon accepting the terms of this Licence, the Licensor will provide you with a password to access your Super User Account. You may:
(a) remotely access and use the Software for your internal business purposes only, for a maximum of 5 Managers to allow up to a total of 35 different Students to log in and use certain elements of the Software;
(b) use any Documentation in support of the use permitted under condition 1.1.
(a) not to copy the Software or Documentation;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
(c) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things 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 the Software with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program;
(ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
(iii) is not used to create any software which is substantially similar to the Software;
(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(f) to supervise and control use of the Software and ensure that the Software is used by you’re the Managers and Students in accordance with the terms of this Licence;
(g) to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version or release;
(h) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your Students or Managers without prior written consent from the Licensor.
2.2 You shall permit the Licensor and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software or the Documentation is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
3.1 You acknowledge that:
(a) all intellectual property rights in the Software and the Documentation throughout the world belongs to the Licensor and/or the Licensor’s third party suppliers as the case may be;
(b) that the rights in the Software are licensed (not sold) to you; and
(c) that you have no rights in, or to, the Software or the Documentation 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 the Software in source code form or in unlocked coding or with comments.
3.3 The integrity of the Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated and so that your access to the Software can be suspended (in accordance with Condition 6.4) in the event that you are in breach of this Licence. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
4.1 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
4.2 You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
4.3 If you notify (in accordance with Condition 4.5) the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from (i) you having amended the Software or used it in contravention of the terms of this Licence; or (ii) you continuing use of a previous version of the Software that the Licensor has notified you has been replaced, the Licensor will, at its sole option, endeavour, where reasonably possible and without giving any guarantee of a fix time, to repair or replace the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
4.4 The Licensor's obligation under condition 4.3 is subject to compliance by you with the terms of condition 2.1(g).
4.5 Any defects or faults should be reported by you by phone, between the hours of 9am – 5pm Monday – Friday (excluding public and/or bank holidays in the United Kingdom) to 01254 54411.
5.1 This condition sets out the Licensor’s entire financial liability (including any liability for the acts or omissions of its respective employees, agents and subcontractors) to the Licensee in respect of:
(a) any breach of this Licence however arising; and
(b) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Licence.
(a) death or personal injury resulting from negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) breach of section 2 of the Consumer Protection Act 1987; or
(e) the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.
5.3 Without prejudice to condition 5.2, the Licensor shall not under any circumstances whatever be liable to the Licensee, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
(a) loss of income;
(b) loss of business profits or contracts;
(c) business interruption;
(d) loss of the use of money or anticipated savings;
(e) loss of information;
(f) loss of opportunity, goodwill or reputation;
(g) loss of, damage to or corruption of data; or
(h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
provided that this condition 5.3 shall not prevent claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 5.3.
5.4 Subject to condition 5.2 and condition 5.3, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 125% of the fees payable under the Licence.
5.5 Subject to condition 5.2, condition 5.3 and condition 5.4, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
5.6 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
6.1 The Licence shall last, subject to earlier termination in accordance with this Licence, for an initial term of 12 months.
6.2 The Licensor may terminate this Licence immediately by written notice to you if:
(a) You commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
(b) a petition for a bankruptcy order to be made against you has been presented to the court; or
(c) the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.
6.3 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence;
(c) you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
(d) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
6.4 The Licensor may, without prejudice to its other rights or remedies, suspend your access to the Software with immediate effect upon providing notice to you, should you be in breach of your obligations under this Licence (including, but not limited to, non-payment of the Licence Fee), until such time as such breach is rectified to the Licensor’s satisfaction. The exercise by the Licensor of its rights in accordance with this condition shall not affect any of your obligations.
7. Transfer of rights and obligations
7.1 This Licence is binding on you and us and on our respective successors and assigns.
7.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
7.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of its rights or obligations arising under it, at any time during the term of the Licence.
All notices given by you to the Licensor must be given to School of Sign Language Ltd of Blackburn Rovers Enterprise Centre, Suite 2 Ewood Park, Blackburn, BB2 4JF. The Licensor may give notice to you at either the e-mail or postal address you provided to when purchasing the Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9.1 The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by an event outside its reasonable control (Force Majeure Event).
9.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks;
(f) the acts, decrees, legislation, regulations or restrictions of any government.
9.3 The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
10.1 If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which it is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
10.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
10.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12.1 This Licence and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of the Software and Documentation.
12.2 Both parties acknowledge that, in entering into this Licence (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence or those documents.
12.3 Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in this Licence.
12.4 Nothing in this clause shall limit or exclude any liability for fraud.
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the exclusive jurisdiction of the English courts.
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