PICARO™ Terms and Conditions – End User Licence Agreement (EULA)
BY CLICKING THE “I AGREE” BUTTON OR DOWNLOADING THE SOFTWARE, YOU AGREE 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 CLICK “I AGREE,” AND DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. USE OF THE SOFTWARE IS BY PERMISSION OF PICARO ONLY, AND ONLY FOR APPLICANTS WHO ACCEPT THIS AGREEMENT, SUBMIT THE INFORMATION REQUIRED AND RECEIVE PICARO’S APPROVAL.
This LICENSE AGREEMENT (this “Agreement”) is an agreement between you and Aspect Education Limited (“Aspect”), and sets forth the terms under which you may use the PICARO™ software development tool (the “Software”).
1. CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have the meanings indicated below:
1.1 “Authorized Users” means (i) if You are an individual, the person clicking through this Agreement, and if You are an organization or educational institution, each of Your employees and contractors who use the Software, for Your sole benefit, to perform their duties within the scope of their employment or consulting arrangement and subject to all the terms and conditions of this Agreement.
1.2 “Documentation” means all documentation, user manuals, reference manuals, release, application and methodology notes, and/or written utility programs and related material provided by Licensor to Licensee with respect to the Licensed Software.
1.3 “Software” means the current version of the development tool for concurrent programming known as “PICARO,” provided to You by Aspect through (a) web-based application (but not the source code relating to the Software), (b) mobile/tablet applications (Apple IOS, Android or similar platforms) (c) the Documentation, and (d) any updates or new releases that Aspect may provide to You from time to time.
1.4 “You” means the individual person using the Software on his or her own behalf.
2. GRANT OF LICENSE; LICENSE RESTRICTIONS.
2.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this Licence. You may: (a) login on the Website (including the Mobile/Tablet Application) and use the Software for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only or for educational purposes if you are a learning institution only: on one CPU if the Licence is a single-user licence or the Software is for single use; or if the Licence is a multi-user or network licence, by the number of concurrent users agreed between you and us;
2.2 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.
2.3 You agree to use Software for personal or educational use only. Any other use requires the express written permission of Aspect.
2.4 You agree that You will not by Yourself, or through any parent, subsidiary, affiliate, agent or other third party: (a) sell, lease, license, sublicense, or encumber any portion of the Software or the Documentation; (b) decompile, disassemble, or reverse-engineer any portion of the Software or attempt to discover any source code or underlying ideas or algorithms of the Software; (c) create any derivative work of the Software or any Confidential Information of Aspect; (d) use the Software to develop a product that competes with the Software; or (e) use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations.
3. YOUR ACCOUNT AND PASSWORD
3.1 Upon purchase of the Software you will be provided with a user identification code, password and potentially other pieces of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
3.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
4. CERTAIN OBLIGATIONS
4.1 You agree that any input or comments you may provide relating to the Software are the property of Aspect. You agree that any material, data, information, images, sounds, text and other communications you transmit or post to an Aspect website or otherwise provide to Aspect (“Communications”) shall not be considered Confidential Information. Aspect and its designees shall be free to modify, copy, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees and otherwise use the Communications, including derivatives thereof, for any and all commercial and non-commercial purposes without obligation to you of any kind. You hereby assign, and agree to assign, all Communications to Aspect.
5. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
5.1 Neither party excludes or limits liability to the other party for:
fraud or fraudulent misrepresentation;
death or personal injury caused by negligence;
a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
any matter in respect of which it would be unlawful for the parties to exclude liability.
5.2 Subject to clause 5.1 and to the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or the Software, whether express or implied. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: 1.) use of, or inability to use, our site or the Software; or 2.) use of or reliance on any content displayed on our site.
5.3 If you are a business or educational provider user, please note that in particular, we will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
5.4 If you are a consumer user, please note that we only provide a consumer license for domestic and private use. You agree not to use our site or the Software for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
5.5 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment (including mobile equipment), computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
6. TERM; EARLY TERMINATION
7. THIRD PARTY LINKS
7.1 The Website (including the Mobile/Tablet Application) contains hyperlinks and other pointers to websites operated by third parties (“Linked Websites”). We do not control Linked Websites and are therefore not responsible for the content of any Linked Website or any hyperlink contained in a Linked Website. We provide the hyperlinks for your convenience only and do not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of a Linked Website or the products or services offered at Linked Websites. You visit any Linked Websites entirely at your own risk.
7.2 We do not provide any warranty or take any responsibility for any aspect of Linked Websites or their content. You should make your own investigations with respect to the suitability of goods and/or services offered to you via a Linked Website.
8. OTHER APPLICABLE LINKS
9.1 You must not misuse our site or mobile/tablet application by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
10.1 This Agreement may not be assigned, delegated or otherwise transferred by You without Aspect’s prior written consent.
10.2 This Agreement (any exhibits, schedules, or addenda hereto) sets forth the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter.
10.3 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.
10.5 This Agreement will be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.