TRACKIT LIGHTS CLASSROOM – FREE SOFTWARE LICENCE AGREEMENT
IMPORTANT NOTICE: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THIS SOFTWARE:
This licence agreement (the “Licence”) is a legal agreement between you (“you”) and School Tools Limited of Club Chambers, Museum Street, York, North Yorkshire, United Kingdom, YO1 7DN (“us” or “we”) permitting you to use the TRACKIT LIGHTS CLASSROOM software product (the “Software”) and any online or electronic documentation accompanying the Software (“Documentation”). We licence use of the Software and Documentation to you on the basis of this Licence only. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND ANYBODY USING THE SOFTWARE ON YOUR BEHALF. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU AND YOU MUST NOT USE THE SOFTWARE OR DOCUMENTATON.
Important Note: This Licence applies to the free version of the Trackit Lights Software product (which is known as TRACKIT LIGHTS CLASSROOM) only. By entering into this Licence you acknowledge that the free version of the Software may have limited or restricted functionality and that it is provided without any warranty or support. If you want to benefit from additional functionality you should consider purchasing a subscription to our TRACKIT LIGHTS SCHOOL product to be released in early 2017.
Grant and scope of licence
In return for you agreeing to abide by the terms of this Licence, we hereby grant to you a free-of-charge, non-exclusive, royalty-free, licence to use the Software and the Documentation on the terms of this Licence. The licence granted under this Clause 1 permits you to do the following:
download, install the Software on a single PC, laptop or other device under your control; and
use the Software in a single classroom at any one time, for the purpose for which it was intended, namely to track the behaviour of pupils in that classroom; and
use any Documentation in support of the use permitted under this Clause 1; and
make a reasonable number of back-up copies of the Software in support of the use permitted under this Clause 1.
The licence granted to you under Clause 1 is granted to you free-charge. However, in return for us permitting you to use the Software and Documentation, you must agree to abide by the terms and conditions of this Licence and you must ensure that you have registered with us as a licensee (see: www.trackitlights.com) and that you keep your registration details up to date. Your registration details must include full details of any schools and other educational establishments where you use the Software.
Except as expressly set out in this Licence or permitted by us in writing or as may be permitted by mandatory provisions of any applicable local law, you undertake:
not to copy the Software or Documentation except where such copying is incidental to, or reasonably necessary for, the normal use of the Software and Documentation, as permitted under this Licence;
not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
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;
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;
to include our copyright notice and other legal notices on all entire and partial copies of the Software in any form;
not to provide, or otherwise make available, the Software in any form, in whole or in part to any person without prior written consent from us; and
not to use the Software via any communications network or by means of remote access.
Intellectual property rights
You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us (or our licensors), that rights in the Software are licensed (not sold) to you, and 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.
The integrity of this Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in our Software are not misappropriated or used in ways which are not permitted by 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.
Support and maintenance
You acknowledge and agree that we shall be under no obligation to provide any technical support or maintenance services to you under this Licence in respect of the Software or your use of the Software.
We (or our business partners and resellers may) in our/ their absolute discretion), agree to provide technical support and maintenance services in relation to the Software as a gesture of goodwill or under the terms of a separate agreement, but we shall not be obliged to do so.
Exclusion of warranties
You acknowledge and agree that the Software is made available to you free of charge on an “AS IS” basis. Accordingly, to the maximum extent permitted by law, we disclaim all express or implied warranties, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement. You understand that agree that the Software is made available to you free of charge and you use the Software at your own discretion and risk.
Without in any way limiting the provisions of Clause 5.1 above, 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 meet your requirements. You also acknowledge that the Software is not free of bugs and errors and you agree that the existence of any errors shall not constitute a breach of this Licence.
Our liability to you
Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation or any other liability which may not be limited or excluded under applicable law.
Subject to condition 6.1, to the maximum extent permitted by law we exclude all liability to you for any damages or losses suffered by you arising out of or in connection with this Licence or your use of the Software or Documentation, whether arising in contract, tort (including negligence), misrepresentation or otherwise, including but not limited to any lost income, lost profits or contracts, business interruption, lost savings, loss of information, loss of opportunity, goodwill or reputation, loss of, damage to or corruption of data, or any direct, indirect, special, incidental or consequential damages of any kind howsoever arising.
This Licence sets out the full extent of our 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 us 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.
You acknowledge that because the Licence is granted to you “free of charge” you are not placing any reliance on the performance or functionality of the Software or your continued ability to use the Software and that the exclusions of liability set out in Clause 5 and this Clause 6 are fair and reasonable in the circumstances.
This Licence shall commence on the day that you download, install or use the Software (whichever occurs fist) and shall continue indefinitely thereafter unless and until terminated in accordance with the provisions of this Licence.
We may terminate this Licence and your rights to use the Software for convenience at any time by giving you not less than thirty (30) days notice in writing at any time.
We may terminate this Licence immediately by written notice to you if you breach any provision of this Licence, or if we (in our absolute discretion) believe that you have used the Software in any way which is contrary to the purpose and intent of this Licence.
You may terminate this Licence at any time by giving us notice in writing at any time.
Upon termination for any reason: (i) all rights granted to you under this Licence shall cease; (ii) you must cease all activities authorised by this Licence; and (iii) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
Communications between us
If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail [firstname.lastname@example.org]. We will confirm receipt of this by contacting you in writing, normally by e-mail.
If we have to contact you or give you notice in writing, we will do so by e-mail.
Other important terms
We may transfer our rights and obligations under this Licence to another company or organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
We may amend and update the terms of this Licence from time to time. Your use of the Software will be governed by the terms of the Licence which were in force when you downloaded your copy of the Software.
This Licence was last updated on 5 October 2016.