END USER LICENCE AGREEMENT

END USER SITE LICENCE AGREEMENT
IMPORTANT: THIS SOFTWARE PRODUCT IS LICENSED BY EDPAX INTERNATIONAL
LIMITED
("EDP").
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS.
BY INSTALLING
AND/OR
OPERATING THIS SOFTWARE YOU HAVE INDICATED YOUR ACCEPTANCE OF
THESE TERMS AND CONDITIONS.
IF YOU USE THIS SOFTWARE IN CONJUNCTION WITH PRODUCTS PROPRIETARY
TO THIRD PARTIES YOU MUST ALSO READ, AGREE TO AND COMPLY WITH THE
TERMS AND CONDITIONS SET OUT IN THE RELEVANT THIRD PARTY LICENCE
TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD, WITHIN 7
DAYS OF RECEIPT, RETURN THE SOFTWARE, USER MANUAL, AND ANY
OTHER ASSOCIATED DOCUMENTATION THAT COMPRISE THIS SOFTWARE MEDIA
PACKAGE INTACT TO YOUR SUPPLIER (RETAINING NO COPIES OF THE WHOLE
OR
ANY PART OF THE SAME) WHO WILL CREDIT THE LICENCE FEE PAID BY YOU. IF
YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT
USE THE SOFTWARE.
The Software media, the user manual and any other associated documentation as well as any and all
derivatives thereof (“the Software”) is supplied to you upon the following terms which you will be
deemed to have accepted.
All copyrights and other intellectual property rights in the Software are proprietary to EDP and you
may not load the Software into a computer or use the Software in any manner without the express
licence of EDP on the terms set out below.
In consideration of the licence fee you are granted a non-exclusive, non-transferable licence to use the
Software in accordance with the terms and conditions herein, and within the scope of the licence as set
out below:
1. Conditions of Use
You may:
- use, on the terms of this Agreement, this Software on any computer linked to
any electronic white board within the individual school for which this Software was purchased. For
the avoidance of doubt where the purchasing organisation is an educational authority, the Software
may only be installed and used by the particular school for which it was purchased. This software
may not be transferred to a different school for any reason.
You may not:
- use the Software or any part thereof on any equipment other than that for which the software
licence was granted;
- other than as set out above, make any further copies of the Software, user manual or any associated
Documentation;
- transfer this Software in any manner to the computer, system or network of any third party, or
install or facilitate the installation of this Software on any computer, system or network owned or
controlled by such third parties;
- loan, distribute, rent, assign, sub-license, transfer or otherwise provide, electronically or otherwise,
the software or any copy or part of it to anyone else or make the Software available for use by
others in any time sharing, file sharing, service bureau or similar arrangement or otherwise;
- remove any copyright notice, trade mark, legend, logo or product identification on the Software or
the backup copy or any user manual or associated documentation;
- reverse engineer, disassemble, reverse translate, or in any way decode the Software or any copy or
part of it in order to derive any source code, save only as is permitted by any applicable law.
WARNING: The software source code and the valuable trade secrets contained in it are not
licensed to you under this licence agreement.
2. Term
This Licence Agreement becomes effective when you first operate the Software. The licence
granted under this Agreement shall terminate automatically if you are in breach of or fail to
comply with any term or condition in it. Upon such termination you must destroy all copies of the
Software, completely purge the Software from any system/equipment, and certify to your supplier
that they have been so destroyed. Upon such termination you will not be entitled to any refund of
any monies or other consideration paid by you and you relinquish all rights granted to you under
this Agreement
3. Limited 90 day Warranty
For a period of 90 days from the date on which you receive the Software, your supplier will, if you
discover and notify your supplier of any material physical defect in the media on which the
Software is recorded, replace the defective media free of charge provided that you return (postpaid)
to your supplier the defective media stating your name and address and enclosing proof of
your licence (e.g. an invoice). This is your sole remedy in the event of such media defect.
The 90 day warranty shall not apply in the event that the Software media is lost or stolen or has
been damaged by accident, misuse, neglect or unauthorised use or modification.
4. Liability
EXCEPT AS EXPRESSLY PROVIDED ABOVE FOR MEDIA, NEITHER EDP NOR YOUR
SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR
IMPLIED (BY STATUTE OR OTHERWISE) RELATING TO THE PERFORMANCE,
QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
SOFTWARE, AND/OR THE USER MANUAL OR ASSOCIATED DOCUMENTATION OR
OTHERWISE AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY
SPECIFICALLY DISCLAIMED AND EXCLUDED.
YOU ALONE ARE ABLE TO DETERMINE WHETHER THE SOFTWARE WILL MEET
YOUR REQUIREMENTS AND THE ENTIRE RISK AS TO ITS PERFORMANCE, IS WITH
YOU AND, EXCEPT TO THE EXTENT PROVIDED IN SECTION 3 ABOVE, SHOULD THE
SOFTWARE PROVE DEFECTIVE, YOU ALONE MUST ASSUME THE ENTIRE COST OF
ALL NECESSARY SERVICING, REPAIR OR CORRECTION AND ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EDP OR YOUR SUPPLIERS BE
LIABLE FOR (1) DIRECT, (2) INDIRECT, (3) SPECIAL, (4) INCIDENTAL OR (5)
CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS
OR BUSINESS) RESULTING FROM ANY DEFECT IN AND/OR USE OF THE SOFTWARE,
AND/OR THE USER MANUAL OR ASSOCIATED DOCUMENTATION EVEN IF EDP OR
THE SUPPLIER OR ANY SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE, WHETHER DUE TO OR ANY SUCH OTHER ENTITY’S NEGLIGENCE,
BREACH OF CONTRACT, MISREPRESENTATION OR OTHERWISE.
NOTWITHSTANDING THE ABOVE, IF THERE SHOULD ARISE ANY LIABILITY ON THE
PART OF OR ANY OTHER SUCH ENTITY BY REASON OF THE LICENSING OR USE OF
THE SOFTWARE OR OTHERWISE WHETHER DUE TO EDP, YOUR SUPPLIER OR ANY
OTHER SUCH ENTITY’S NEGLIGENCE, BREACH OF CONTRACT,
MISREPRESENTATION OR OTHERWISE SUCH LIABILITY SHALL UNDER NO
CIRCUMSTANCES WHATSOEVER EXCEED THE PRICE PAID BY YOU FOR THE
LICENCE TO USE THIS SOFTWARE OR AT THE ELECTION OF EDP OR YOUR
SUPPLIER AS THE CASE MAY BE THE COST OF REPAIR OR REPLACEMENT OF THE
DEFECTIVE SOFTWARE.
5. Support
To avoid any doubt, no additional support services will be made available by EDP in relation to the
Software.
6. Update Policy
Updates of the Software may be available on a secure page on EDP’s website from time to time. It
will be your responsibility to download any available updates for your use. For the avoidance of
any doubt, however, EDP is not obliged to provide any updates of the Software and EDP reserves
the right to apply a charge for updates from time to time.
7. General
This Agreement is governed by and interpreted in accordance with the laws of England and you
agree to submit to the non-exclusive jurisdiction of the English courts.
By your use of the Software you acknowledge that you have read this Agreement, agree to be
bound by its terms and conditions and agree that it is the complete and exclusive statement of the
Agreement between you and the suppliers which supersedes any other previous proposal or
agreement, whether oral or written, relating to the subject matter of this Agreement.
Either party’s failure or delay in enforcing any provision hereof will not waive that party’s rights.
To avoid doubt, if your supplier under this Agreement is not EDP (owner of proprietary rights in
the Software), then EDP shall be a third party beneficiary of this Agreement and the provisions
herein shall be enforceable by EDP in addition to the supplier.
If any provision of this Agreement is found invalid or unenforceable pursuant to any judicial
decree or otherwise, the remainder of this Agreement shall remain valid and enforceable according
to its terms.
You may not transfer to any other party your rights under this Agreement, without written
authority from EDpaX International Ltd.