Download BLAKE_licence_agreement

BLAKE EDUCATION
PERPETUAL END USER LICENCE AGREEMENT
INTRODUCTION
Notice to all users: Carefully read through the following legal agreement. By installing the software
you consent to be bound by and become a party to this agreement. If you do not agree to all of the
terms of this agreement, do not install the software. If applicable, you may return the product to the
place of purchase for a full refund. AN EXCEPTION IS MADE TO THIS AGREEMENT IN THE
CASE OF SCHOOLS REVIEWING THE SOFTWARE FOR POSSIBLE PURCHASE. IN THIS
CASE ONLY, THE SOFTWARE MAY BE INSTALLED WITHOUT PURCHASING IT. IF THE
SCHOOL DECIDES TO RETURN THE SOFTWARE IT MUST BE UNINSTALLED FROM THEIR
NETWORK.
1.DEFINITIONS
a) “Goods” the CD Rom containing the Software and the packaging of the CD Rom as supplied to
the Buyer under the Terms.
b) “Software” the software and any documentation, associated media, printed materials and
embedded materials or any part thereof contained in the Goods.
c) “The Company” refers to Blake Education.
d) “The Buyer” refers to the person or schools’ representative reviewing or purchasing the
software.
2. LICENCE
a) The Company hereby licences the Software to the Buyer on a limited, non-exclusive, royalty
free, perpetual, non-transferable basis in Australia only, subject to the terms set out in this Licence.
b) The Buyer may use the Software solely for internal purposes as an educational teaching aid
only. The Software may be installed on each computer or workstation at one (1) school campus or
installed onto a server to allow distribution of the software to each computer or workstation at one
(1) school campus. Additional campuses will require additional licenses.
c) The Buyer may not install the Software in such a way as to be accessible via the Internet a
Virtual Private Network or in any way by anyone not at the campus where the software is located.
d) The Buyer may not transmit any part of the Software by electronic means to anyone not at the
campus where the software is located.
e) The Company shall be under no obligation to provide upgrades of the Software.
3. TERMS
This Agreement is effective for an unlimited duration unless and until earlier terminated as set forth
herein. This Agreement will terminate automatically if the Buyer fails to comply with any of the
limitations or other requirements described herein. Upon any termination or expiration of this
Agreement, the Buyer must destroy all copies of the Software and documentation and uninstall it
from their computers and Network.
4. LICENCE RESTRICTIONS
The Buyer may not:
a) Make or distribute copies of the Software, other than one copy for back-up purposes only;
b) Sell, sub-licence or transfer the Software to any third party;
c) Decompile, reverse engineer, disassemble or otherwise reduce the Software to eye-readable
form;
d) Modify or use the Software to create any derivative works;
e) Make any public presentation (other than in accordance with the licence granted in clause 2b of
the Software or use the Software or any printed copy of the Software without the prior written
consent of the Company.
5. WARRANTY AND DISCLAIMER
a) Limited warranty. The Company warrants that for sixty (60) days from the date of the original
purchase the media (e.g. CD-ROM) on which the software is contained will be free from
defects in materials and workmanship.
b) Customer Remedies. The Company and its suppliers’ entire liability and the Buyer’s exclusive
remedy for any breach of the foregoing warranty shall be, at the Company’s option, either:
(i)
return of the purchase price paid for the Software
(ii)
replacement of the defective media in which the Software is contained
The buyer must return the defective media to the Company at their expense with a copy of their
receipt. This limited warranty is void if the defect has resulted from an accident, abuse, or
misapplication. Any replacement media will be warranted for the remainder of the original warranty
period. Outside of Australia this remedy is not available to the extent the Company does not have
the right to distribute or sell this product in any other territory outside of Australia.
c) Warranty Disclaimer. Except for the limited warranty set forth herein. The Software is provided
‘As is”. To the maximum extent permitted by applicable law, the Company disclaims all warranties,
either express or implied, including but not limited to implied warranties of merchantability, fitness
for a particular purpose, and non-infringement with respect to the Software and the accompanying
documentation. The Buyer assumes responsibility for selecting the Software to achieve their
intended results, and for the installation of, use of, and results obtained from the Software. Without
limiting the foregoing provisions, the Company makes no warranty that the Software will be errorfree or free from interruptions or other failures or that the Software will meet the Buyer’s
requirements.
6. TERMINATION
a) The Company may terminate this Licence upon written notice in the event of:
(i) Any breach by the Buyer of any of the terms of this Licence or any material breach of
the Terms; or
(ii) Termination of the Terms for any reason whatsoever.
b) Upon termination of this Licence in accordance with clause 6a the Buyer shall immediately:
(i) Cease to use the Software and/or the Goods and return the same to the Company or
destroy/delete the Software and/or the Goods as instructed by the Company; and
(ii) Destroy/delete any copy made in accordance with clause 4.1.1
c) The Buyer shall indemnify the Company against any costs, expenses, liability, claims or losses
incurred as a result of any failure by the Buyer to comply with the obligations under clause 6b.
d) This clause shall survive termination of this Licence.
7. LIMITATION OF LIABILITY
Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, shall the
Company or its suppliers be liable to the Buyer or to any other person for any indirect,
consequential or purely financial damages of any character including, without limitation, damages
for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other damages
or losses. In no event will the Company be liable for any damages in excess of the list price the
Company charges for a licence to the Software, even if the Company shall have been advised of
the possibility of such damages. This limitation of liability shall not apply to liability for death or
personal injury to the extent that applicable law prohibits such limitation.
8. MISCELLANEOUS
This agreement is governed by the laws of New South Wales, without reference to conflict of laws’
principles. This Agreement sets forth the rights of the user of the Software and is the entire
agreement between the parties. The Company reserves the tight to periodically audit the Buyer to
ensure they are not using the Software in violation of the Agreement. During the Buyer’s standard
business hours and upon prior written notice, the Company may visit the Buyer and the Buyer will
make available to the Company or its representatives any records pertaining to the Software to the
Buyer. The cost of any requested audit will be solely borne by the Company, unless such audit
discloses an underpayment or amount due to the Company in excess of five percent (5%) of the
initial licence fee for the Software or the Buyer is using the Software in an unauthorised manner, in
which case the Buyer must pay the cost of the audit. This Agreement supersedes any other
communication with respect to the Software and Documentation. This Agreement may not be
modified except by a written addendum issued by a duly authorised representative of the
Company. No provision hereof shall be deemed waived unless such a waiver shall be in writing
and signed by the Company or a duly authorised representative of the Company. If any provision of
this Agreement is held invalid, the remainder of this Agreement shall continue in full force and
effect. The parties confirm that it is their wish that this Agreement has been written in the English
language only.