Effective: February 2020
This Licence Agreement (Agreement) is between the Licensee and EduMaxi Limited Trading As User Friendly Resources (Licensor). This Agreement sets out the terms on which the Licensee may use the Resource.
- Where the Licensee is an Educational Institution the terms set out in this Agreement all apply except for clause 3.
- Where the Licensee is an Individual the terms set out in this Agreement all apply except for clause 2.
IT IS AGREED AS FOLLOWS:
In this Agreement the following expressions shall have the following meanings:
- Authorised User means current members of staff of the Licensee employed at the Site, (whether on a permanent, temporary or contractor basis);
- Educational Institution means the school, early childhood centre or educational institution for which the Resource has been purchased as identified in the Order Form;
- Individual means the individual or teacher for whom the Resource has been purchased as identified in the Order Form;
- Internal Network means any network of computers located within the Site which can only be accessed by Authorised Users and Students;
- Licensee means the Educational Institution or Individual for which the Resource has been purchased as identified in the Order Form;
- Order Form means the form completed by or on behalf of the Licensee either electronically on the Licensors website, or by mail or fax, which describes the Licensee, the Site (where applicable), the Resource and the Purchase Price;
- Permitted Purpose means: (a) in relation to Authorised Users, teaching Students; and (b) in relation to Students, private study;
Purchase Price means the purchase price for the Resource specified in the Order Form;
- Resource means the book or books in PDF or other digital format purchased by or on behalf of the Licensee and described in the Order Form and includes any amendments to the Resource provided by the Licensor under clause 6;
- Site means the premises of the Educational Institution described in the Order Form; and
- Student means a student currently enrolled as a student of the Educational Institution at the Site.
2. Grant of Licence Educational Institutions
The provisions of this clause 2 apply only where the Licensee is an Educational Institution.
On receipt of payment of the Purchase Price the Licensor grants to the Licensee a non-exclusive and non-transferable licence to use the Resource at the Site in accordance with the terms of this Agreement (excluding clause 3).
The Licensee may:
2.2.1: load one copy of the Resource onto the Licensees server and make a back up copy of the Resource;
2.2.2: load (and copy for the purposes of loading) the Resource onto any desktop computer or Internal Network located at the Site and allow Students and Authorised Users to access, view, display and print the Resource from the Internal Network or desktop computers only for the Permitted Purpose;
2.2.3: load (and copy for the purposes of loading) the Resource onto any laptop computer used by an Authorised User and allow the Authorised User to view, display and print the Resource for the Permitted Purpose.
The Licensee must not, and must ensure that Authorised Users and Students do not:
2.3.1: use, copy, transfer, distribute, rent, loan, lease, sub-license or otherwise deal in the Resource, except as permitted in clause 2.2;
2.3.2: alter, adapt, merge, modify or translate any part of the Resource in any way for any purpose whatsoever;
2.3.3: remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Resource;
2.3.4: access or permit access to the Resource from any location outside the Site (including by way of remote access to the computers on the Site or the Internal Network), without the express written permission of the Licensor;
2.3.5: upload or distribute any part of the Resource onto the World Wide Web or any other external network, computer or device (other than as permitted under clause 2.2.3);
The Licensee must ensure that that the Authorised Users and Students are aware of their obligations under this Agreement. The Licensee must ensure that all Authorised Users who cease to be employed or engaged by the Licensee return all copies of the Resource provided to that Authorised User.
3. Grant of Licence Individuals The provisions of this clause 3 apply only where the Licensee is an Individual.
On receipt of payment of the Purchase Price the Licensor grants to the Licensee a non-exclusive and non-transferable licence to use the Resource in accordance with the terms of this Agreement (excluding clause 2).
The Licensee may load the Resource onto one computer or device used by the Licensee and make one back up copy of the Resource.
The Licensee may display, view and print any part of the Resource solely for the Licensees own private study and/or teaching purposes.
The Licensee must not:
3.4.1: use, copy, transfer, distribute, rent, loan, lease, sub license or otherwise deal in the Resource except as permitted in clause 3.2 and 3.3;
3.4.2: alter, adapt, merge, modify or translate any part of the Resource in any way for any purpose whatsoever;
3.4.3: remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Resource;
3.4.4: provide or make the Resource available to any person or organisation, other than to the Licensees students as required for the Licensees own teaching purposes;
3.4.5: upload or distribute any part of the Resource onto the World Wide Web or any computer or device (other than the computer permitted under clause 3.2).
The Licensee must ensure that any person to whom the Licensee makes the Resource available is aware of the restrictions applying to the use of the Resource.
If the Licensee uses the Resource at an educational institution or other organisation, and ceases to be employed or engaged by that institution or organisation, the Licensee must remove all copies of the Resource made by or permitted by the Licensee located at the institution or organisation (other than copies already provided to the Licensees students).
4. Security Obligations of the Licensee
The Licensee shall effect and maintain adequate security measures to safeguard the Resource from unauthorised use, copying and access and must immediately notify the Licensor if it believes that there has been any unauthorised use, copying or access of the Resource.
The Licensee must ensure that each copy of the Resource made by or authorised by the Licensee contains a copy of this Agreement.
5. Intellectual Property Rights
l intellectual property rights in and to the Resource remain with the Licensor and nothing contained in this Agreement shall give the Licensee any right, title or interest in or to any part of the Resource.
The Licensee will not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of the Resource except under the terms of this Agreement.
6. Changes to the Resource
The Licensor reserves the right to make any amendments to the Resource that it deems appropriate. If the Licensor provides the Licensee with any amendments to the Resource, the Licensee must cease using and erase all copies of the superseded material.
Unless terminated under clause 7.2, this Agreement commences on the date the Licensor receives payment of the Purchase Price and ends when the Licensee chooses to cease to use the Resource.
This Agreement will terminate automatically if the Licensee fails to comply with any term of this Agreement. Upon termination the Licensee must cease to use the Resource and must destroy all copies of the Resource made by or on behalf of the Licensee, including copies on computers or other devices, servers, hard drives, back-up disks and any printed copies.
8. Disclaimer and indemnity
To fullest extent permitted by law the Licensor disclaims all warranties and conditions, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement, with regard to the Resource.
To the fullest extent permitted by law, the Licensor excludes all liability howsoever arising in relation to the Resource. In no event will the Licensor be liable for any direct or indirect, incidental or special damage or loss of any kind (including without limitation loss of profits, business interruptions, loss of or corruption to data), whether arising under contract, tort (including negligence), statute or otherwise.
If any exclusion, disclaimer or other provision contained in this Agreement is held invalid for any reason and the Licensor becomes liable for loss or damage that could otherwise be limited, such liability will not exceed the Purchase Price.
The Licensee must indemnify and hold harmless the Licensor from and against all liability and costs (including reasonable legal fees) suffered or incurred by the Licensor in connection with the Licensees breach of this Agreement.
This Agreement is the entire agreement between the Licensee and the Licensor and supersedes any other oral or written communications, agreements or representations with respect to the Resource.
Any amendment to this Agreement must be in writing and signed by both the Licensor and Licensee.
If any part of this Agreement is held by a Court of competent jurisdiction to be unenforceable the validity of the remainder of the Agreement will not be affected.
This Agreement is governed by the laws of New Zealand and the Courts of New Zealand will have jurisdiction to determine any dispute relating to it.
EduMaxi Ltd., P O Box 97826, Manukau, Auckland, 2241, New Zealand.