End User License Agreement
THIS END USER LICENSE AGREEMENT (the "Agreement") dated this ________ day of ________________, ________ (the "Execution Date")
SiNi Software Limited(the "Vendor")
OF THE FIRST PART
- AND -
NAME of SCHOOL _____________________ (the "Licensee")
OF THE SECOND PART
Academic Software Licensing Policy
Under UK Copyright Law, the illegal reproduction of software can be subject to civil damages without financial limit and to criminal penalties including fines and imprisonment. Both the person who made the illegal copy and the relevant Academic Institution authorities would be liable to prosecution for each illegal copy found. SiNi Software Limited and its directors have accordingly approved the following Software Policy in regard to computer software licensed by Academic Institutions with which all members of the institution are expected to comply:
a1. The Academic Institution does not own this software or its related documentation and, unless authorised by the licence, does not have the right to copy it in any way.
a2. Whenever and however such software is used (including software mounted on Local Area Networks and multiple machines) Academic Institution staff and students must comply with the SiNi Software licence agreement.
a3. The condition in a2 above shall apply not only to software on computers owned by the Academic Institution but also to software on personal machines owned by individual staff and students insofar as the software is being used for Academic Institution purposes, including student course-work.
a4. Responsibility. Heads of institutions are responsible for ensuring that all software used within the institution and stored on computers for which the institution is responsible has been properly obtained and is being used within the terms of the software licence. The following paragraphs recommend the steps which need to be taken to ensure that any reasonable legal challenge can be met.
a5. Appointment of a responsible officer. The Head of the institution should appoint a member of staff (the Software Licence Manager) to be formally responsible to the Head of the institution for software licence management and compliance.
a6. Software licence inventory. The Software Licence Manager should maintain an inventory of software licences held by the institution. The following information should be recorded for each item of licensed software:
- the location (or IP and MAC address) of the system or systems on which the software is stored,
- any restrictions on the licensed use of the software.
a7. Software licence storage. As far as is practical, software licences should be stored in one place in the institution.
a8. Disciplinary procedures. Use of licensed software without a licence or use of software outside the terms of the licence is illegal and must be treated as a disciplinary offence. The Head of the institution is responsible firstly for, ensuring that corrective action is taken as soon as an offence comes to light and then, for ensuring that appropriate disciplinary action is taken.
a9. All users who obtain software from IT are required to sign a statement which says that they are fully aware of the University Software Policy and agree to uphold it.
The Vendor wishes to license computer software to the Licensee and the Licensee desires to use the software license under the terms and conditions stated below.
IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
- Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable license (the "License") to use Academic Licence Agreement (the "Software").
- "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
- Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
- This Agreement grants a site license to the Licensee. The Software may be loaded onto a maximum of 250 computers.
- The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
- The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
- Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
Limitation of Liability
- The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
- The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
- The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to limited bugs and flaws within an acceptable level as determined in the industry.
Warrants and Representations
- The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
- All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.
- The Licensee will be entitled to One year of phone, email, and online ticket support available between 9:00 AM to 6:00 PM weekdays only, at no additional cost.
- The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for a period of One year from the date of Acceptance.
- The term of this Agreement will begin on Acceptance and will continue for a period of 12 months. At the end of the term of this Agreement the contract will renew automatically unless the Licensee informs the Vendor of intention to cancel the contract no later than 60 days before the end of active term. Upon term cancellation the Licensee must destroy all copies of the Software in their possession.
- This Agreement will automatically renew upon the completion of the agreed contract term unless notification to terminate is received in writing no later than 60 days prior to end of contract.
- This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
- The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
- The Parties to this Agreement submit to the jurisdiction of the courts of the United Kingdom for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of England and Wales, United Kingdom.
- This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
- This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
- If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
- This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.
- All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:
SiNi Software Limited:
Address: Studio B03, Tripod, Lambeth Town Hall, Brixton Hill, London SW2 1RW, United Kingdom
IN WITNESS WHEREOF the parties have duly affixed their name and signatures under hand on the
________ day of ________________, ________.