Software License Agreement
PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE “LICENSEE”) AND REGGIE®, A TRADING DIVISION OF GRAHAM SHAPIRO DESIGN LTD. (THE “LICENSOR”). BY INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE LICENSED HEREIN, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE LIMITATIONS ON THE GRANT OF LICENSE AND THE DISCLAIMER OF WARRANTIES CONTAINED HEREIN. IF LICENSEE AT ANY TIME IS NOT WILLING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE MUST PROMPTLY CEASE ITS USE OF THE SOFTWARE AND DELETE ANY FILES ASSOCIATED WITH THE SOFTWARE INSTALLED ON LICENSEE’S SYSTEM. LICENSEE ALSO AGREES TO ENSURE THAT ANY USERS IT AUTHORIZES TO USE THE REGGIE® WEBSITE DO SO IN ACCORDANCE WITH THE SITE’S “TERMS OR SERVICE” AGREEMENT AND AGREES TO BE LEGALLY RESPONSIBLE FOR ANY ACT OR OMISSION BY THOSE USERS.
THIS AGREEMENT IS EFFECTIVE AS OF THE DATE LICENSEE EXPRESSES ITS ASSENT TO ENTER INTO THIS AGREEMENT BY CLICKING “I AGREE” OR SUCH OTHER COMPARABLE MECHANISM AS PROVIDED FOR ON THE REGGIE® WEBSITE. BY SO CLICKING OR OTHERWISE, AND/OR BY YOUR USING THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT.
1. “Agreement” shall mean this Software License Agreement and all Schedules attached hereto. 2. “Confidential Information” shall have the meaning ascribed to that term under section 15. 3. “Intellectual Property Rights” includes all vested contingent and future intellectual property rights including but not limited to patents, inventions, trade-marks, service marks, designs rights (where registered or unregistered) integrated circuit topographies, including applications for any of the foregoing, as well as copyrights, design rights, know-how, confidential information, trade secrets, and any applications for the protection and registration of those rights and all removals or extensions existing in any part of the United Kingdom and in any other country, whether now known or in the future to which the Licensor may be entitled 4. “Software” shall mean the Licensor’s computer and mobile application associated with the Website in object code form, including the media on which it is stored and any related user documentation. 5. “User” or “user” shall mean any single instructor or administrator authorized by Licensee to use the Software. 6. “Website” shall mean the www.reggie.mobi including the functionality.
2. Grant of License
a. Licensor hereby grants and Licensee hereby accepts a non-transferable and non-exclusive license (the “License”) to use the Software, under the price, terms, and conditions specified in this Agreement”. Any rights not expressly granted herein shall be reserved for Licensor. Source code as well as any other information pertaining to the logic, design, or structure of the Software is specifically excluded from the License granted hereunder. Title to the Software shall at all times remain with Licensor and all Intellectual Property Rights of whatever nature with respect thereto shall be and remain the exclusive property of Licensor.
b. This License is only available to such institutions or comparable persons or entities that use Citations Health and Safety system. Any prospective licensee wishing to confirm its entitlement to enter into this License may contact Licensor to confirm its eligibility.
3. Use of the Software – Restrictions and Limitations
a. Subject to the terms of this Agreement, Licensee has the right under the License, during the term of the License, to use the Software on Licensee’s computer(s) in accordance with the pricing regime as set out in Section 4. Licensee’s access to the Software and all of its functionality is web-based and fully- hosted by Licensor.
b. Licensee shall not modify the Software nor merge any part of it with another software program. Licensee may not attempt to determine the source code for the Software, nor modify, reprogram, translate, disassemble, decompile, or otherwise reverse engineer the Software (except to the extent applicable laws specifically prohibit such restriction). Licensee may not, except as expressly provided herein, use, disclose, sublicense, lease, rent, or transfer the Software, in whole or in part, to any third party, or provide the benefit of its use to any third parties via a service bureau, time sharing or, application service provider services.
4. Fees and Payment Terms
Licensee shall pay to Licensor the license fees for use of the Software. Licensee is responsible for the payment of applicable taxes. Fees are payable by the Licensee immediately before entering this Licence. The Licensee shall pay the license fees by BACS or direct debit to the Licensor. Payment terms 30 days net from invoice date.
Note: The Licensor reserves the right to change the prices set out by giving the Licensee notice of those changes and will be charged the new price upon renewal of the Services. Notice of changes to the Price List and/or Services will be provided by e-mail or post. The Licensee will automatically be charged the fee set out annually on the anniversary date of the software download, unless the Licensee has cancelled the Reggie® Software in accordance with clause 7.
5. Proprietary Rights
a. Licensee acknowledges that the Software and all related information is proprietary to Licensor and that all rights thereto, including all Intellectual Property Rights, are owned by Licensor. Licensee bears all risk of loss of the Software while it is being used by Licensee. Licensee agrees to notify Licensor immediately of the unauthorized possession or use of the Software. Licensee will promptly furnish full details of such unauthorized possession or use to Licensor, will assist in preventing the recurrence of such possession or use, and will cooperate, at Licensee’s expense, with Licensor to protect Licensor’s proprietary rights, including any Intellectual Property Rights. Licensee’s compliance with this provision shall not be construed as a waiver of any right of Licensor to recover damages from, or obtain other relief against, Licensee.
b. Licensee acknowledges and agrees that the Software is of an extraordinary and unique character and that the injury which would be suffered by Licensor in the event of a breach by Licensee of any of its obligations hereunder would be irreparable and otherwise of a character which could not be fully compensated for solely by recovery of monetary damages. Accordingly, Licensee agrees that, without in any way limiting the other rights or remedies of Licensor, Licensor shall be entitled to apply to obtain equitable relief, restraining order, injunction, decree, or remedy, as may be appropriate to restrain any breach or threatened breach of this License.
6. Transfer or Assignment of Rights
a. Licensee may not transfer, assign, or encumber any of its rights and obligations under this Agreement or in the Software without obtaining Licensor’s prior written consent and meeting the following conditions: (i) Licensee shall provide, in writing, the name and address of the transferee; (ii) Licensee shall pay Licensor’s standard licence transfer fee, if applicable; and (iii) the transferee must agree in writing to be bound by this License.
b. Licensor may assign all of its rights and obligations set out in this Agreement and upon such assignment shall be released from all obligations hereunder. The assignee shall then assume all the rights and obligations of Licensor hereunder and become Licensor under this Agreement.
7. Termination of License
a. This Agreement shall remain in effect until expiration or termination as provided herein and in accordance with the term chosen by Licensee upon entering into this Agreement. If Licensee breaches any provision of this Agreement, the License and this Agreement are automatically terminated and all of Licensee’s rights hereunder shall immediately cease. Licensee agrees that its provision of false information to Licensor at any time amounts to a breach of this Agreement triggering automatic termination.
b. Licensor may also terminate this Agreement for any conduct or omission by it or its users that is in violation of the Website’s Terms of Service or otherwise detrimental to the operation of any feature of the Website. The termination of this License and/or this Agreement shall not prejudice or affect the accrued rights or claims of Licensor nor shall it release Licensee from any of the restrictions of this Agreement concerning use, possession, copying, or disclosure of the Software, all of which shall survive termination.
c. Licensee may terminate the Licence by providing 30 days notice in writing to the Licensor to expire on the renewal date of the Licence.
8. Insolvency and Bankruptcy
This Agreement may be terminated in whole or in part at Licensor’s option if: (i) the Licensee ceases to carry on business; (ii) Licensee files a voluntary petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) Licensee consents to involuntary petition in bankruptcy (iv) there is entered an order, judgment, or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of Licensee’s assets and such order, judgment, or decree continues in effect for a period of 30 consecutive days, provided, however, that such order, judgment, or decree may remain in effect for longer than such 30 days, if Licensee is diligently appealing such order, judgment, or decree; or (v) any other event similar in nature or legal effect to a bankruptcy or insolvency affecting Licensee, generally recognized in Licensee’s jurisdiction(s) of incorporation and operation.
9. No Licensor Warranty
a. UNDER THIS AGREEMENT, LICENSOR PROVIDES NO WARRANTY OF SERVICE, AND LICENSEE AGREES, WHERE PERMITTED BY LAW, TO WAIVE ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN LIEU OF ANY SUCH WARRANTIES.
b. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, NOR THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR FREE. LICENSOR IS NOT RESPONSIBLE FOR THE RESULTS OF LICENSEE’S USE OF THE SOFTWARE OR FOR ANY ACTION TAKEN BY LICENSEE OR THIRD PARTIES ON THE BASIS THEREOF.
c. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE AND WEBSITE MAY REQUIRE SERVICE AND/OR TECHNICAL OR SOFTWARE UPGRADES FROM TIME TO TIME, AND/OR MAY SUFFER FROM OTHER SERVICE INTERRUPTIONS FOR ANY VARIETY OF REASONS. LICENSEE AGREES THAT ANY SUCH REASONABLE PERIODS OF INTERRUPTION SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT. LICENSOR AGREES TO EXERCISE ITS BEST EFFORTS TO KEEP SUCH INTERRUPTIONS TO A MINIMUM AND TO REMEDY AS SOON AS PRACTICABLE, UNDER ALL THE CIRCUMSTANCES.
10. No Liability
a. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ITS USERS OR TO ANY THIRD PARTY FOR: (1) ANY AMOUNTS REPRESENTING LOSS OF PROFITS OR REVENUES HOWSOEVER ARISING; (2) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SAME; (3) DAMAGES OR EXPENSES ARISING FROM CHANGES IN OPERATING CHARACTERISTICS OF HARDWARE OR SOFTWARE WHICH ARE MADE AFTER THE RELEASE OF THE SOFTWARE; OR (4) DAMAGES ARISING FROM THE USE OF THE SOFTWARE WITH OTHER SOFTWARE. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR IN RESPECT OF ALL CLAIMS OR DAMAGES EXCLUDED HEREUNDER.
b. LICENSEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, CLAIMS, OR DAMAGES ARISING OUT OF ANY CLAIM, SUIT, ACTION, OR JUDGMENT BROUGHT AGAINST LICENSOR BY A THIRD PARTY AS A RESULT OF THE USE BY LICENSEE AND/OR ITS USERS OF THE SOFTWARE, THE PERFORMANCE, NON-PERFORMANCE, OR IMPROPER PERFORMANCE OF THE SOFTWARE.
11. Licensor Support
The Licensor may at its discretion offer technical support for the Software for a fee. This may be for telephone and email support or even onsite installations (if required). The Licensee may contact the Licensor to confirm the additional fee and technical support solutions.
The article headings in this Agreement are inserted for convenience of reference only and shall not be considered in the interpretation of this Agreement.
13. Preamble and Schedules
The Preamble and Schedules hereto form an integral part of this Agreement.
14. Governing Law
The parties agree that the place of performance of this Agreement is England. This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions.
The parties hereto have required that this License and all documents relating hereto be drawn-up in English.
a. Licensee shall not disclose any business, technical, or financial information of Licensor nor copy or utilize, other than in conjunction with the purposes of this License or the provision of maintenance and support hereunder, any information, trade, or professional secrets of Licensor, which shall be deemed to include the Software (hereinafter “Confidential Information”). Licensee will use at least the same degree of care to protect the Confidential Information of Licensor as it would use to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. Licensee shall ensure that its employees, agents, and subcontractors observe these conditions.
b. The parties agree that Confidential Information shall not include any information which: (i) was previously known to the receiving party if the receiving party can prove such prior knowledge and the receiving party did not learn such information from a person whom the receiving party knew was under a duty to the disclosing party not to disclose the information; (ii) is or becomes part of the public domain without breach of this Agreement; (iii) the receiving party receives from an independent third party who is not under an obligation not to disclose it; (iv) is independently developed by the receiving party as evidenced by documentation dated prior to the time of disclosure by the disclosing party; (v) is required to be disclosed pursuant to the order of a governmental agency, legislative body, or a court of competent jurisdiction, provided reasonable prior notice of the intended disclosure is provided to the other party.
17. Force Majeure
Licensor shall not be liable to the Licensee for non-performance or delay in performance caused by anything beyond its reasonable control, including without limitation, acts of God, acts or omissions of Licensee, acts of government, war, strikes, lockouts, embargoes, failure of communications networks, or denial of service/access attacks.
Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement without invalidating or affecting the remaining provisions of this Agreement in that or any other jurisdiction, which remaining provisions shall continue in full force and effect.
Termination of this Agreement, for any reason, shall not prejudice or affect the accrued rights, claims, and liabilities of either party hereto.