You may use the Software on any number of computers that are connected to a single site network.
This Licence Summary does not form part of the Licence Agreement (set out below) but merely serves to summarise the terms of your Use of the Software.
LICENCE AGREEMENT
This is a legal agreement between you ("Licensee") and Classical Comics Ltd. ("Licensor"), by downloading, installing or otherwise accessing the Software; the Licensee is agreeing to be bound by the terms of this Agreement. If the Licensee does not agree to the terms of this Agreement, the Licensee must not access the Software. This Licence Agreement supersedes any other licence agreement.
1. LICENCE
1.1 GRANT OF LICENCE Licensor grants to the Licensee a non-exclusive, non-transferable licence to Use the Classical Comics Software and the included images and graphics (collectively, "the Software") on a Site Licence basis. Nothing in this licence constitutes a sale or grant of any ownership rights in or to the Software.
1.2 SITE LICENCE
The Software may be used on any number of computers at the Site by pupils who are in full time education at the Site and by teachers who are employed at the Site or at locations other than the Site provided that such use takes place on computers owned by the Site.
A “Site” shall consist of the educational establishment which purchases the licence of the Software only. In particular, a “Site” may not consist of more than one educational establishment and, without limitation to the generality of the foregoing: (a) any purchase by a Local Education Authority shall not constitute a licence of the educational establishments within its jurisdiction, each of which will require a separate licence; and (b) where two or more educational establishments are occupying the same premises / location (e.g. a shared campus), each establishment will require a separate licence. The licence granted by this Agreement is for the Site only and users of the Software may not install the Software on privately owned computers.
2. USE OF THE SOFTWARE
2.1 For the purposes of this Licence “Use” shall mean and include: 2.1.1 utilisation of the Software by copying, transmitting or loading the same into the temporary memory (RAM) of a computer for the processing of the instructions or statements contained in such Software; and 2.1.2 copying the Software for back-up or archive purposes provided that no more than two copies will be in existence under any Licence at any one time without prior written consent from Licensor or as otherwise permitted by law; 3. COPYRIGHT
3.1 The Software is owned by Licensor or its suppliers and is protected by copyright laws and international treaty provisions. Therefore, the Licensee must treat the Software like any other copyrighted material (e.g. a book or musical recording) except that the Licensee may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided the Licensee keeps the original solely for backup or archival purposes. The Licensee must reproduce and include the copyright notice on any copy.
3.2 Within an educational context or application, teachers and educationalists are free to take screen shots of the Software and incorporate them into their own teaching materials, as long as this does not exceed reasonable use (defined here as a maximum of 10% of the Software, or 47 frames, where the number of copies of each frame does not exceed the quantity required for the purposes of education) and as long as such copies are taken solely for the purposes of education and are not for use in a commercial product, project, or venture.
3.3 Within an educational context or application, teachers and educationalists are free to use the “No Text” files (the graphic novel pages with empty speech balloons) supplied on the disk as long as this is for non-commercial purposes, for the benefit of students’ education.
4. LICENSEE’S UNDERTAKINGS
4.1 The Licensee undertakes not to perform any of the acts referred to in this sub-clause 4.1 except to the extent and only to the extent permitted by law to the Licensee as a lawful User (i.e. a party with a right to Use) of the Software and only then for the specific limited purpose permitted by law or hereunder. The Licensee undertakes: 4.1.1 not to copy the Software (other than for normal System operation and as specified in Clause 2 above or otherwise under this Agreement) nor otherwise reproduce the same provided that the Licensee may copy the Software for back-up purposes or incidentally, in the course of converting the Software in accordance with clause 4.1.3 below; 4.1.2 not to translate, adapt, vary or modify the Software; 4.1.3 not to disassemble, decompile or reverse engineer the Software except as permitted by law; 4.1.4 not to remove, obscure or alter any notice of patent, copyright, trademark or other proprietary notice on the Software; 4.1.5 not to sub-license, distribute, rent, lease, or otherwise transfer the Software or any unique access code or copy the Software; 4.1.6 not to make the Software accessible by any type of broadcast or transmission, including but not limited to broadcast or transmission by cable, Internet, television, satellite or telephone; 4.1.7 not to Use the Software to attract customers away from Licensor or to procure commercial advantage over Licensor or to Use it in any other way which is likely to be directly or indirectly detrimental to Licensor or its business; 4.1.8 not to enable a third party to do any of the acts set out in this clause 4.1; 4.1.9 to supervise and control Use of the Software in accordance with the terms of this Licence; 4.1.10 to reproduce and include the copyright notice of Licensor on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Software made herein; 4.1.11 not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to program listings, object code and source program listings, object code and source code), in any form in connection with or in conjunction with or as part of any Managed Service or to any person other than as specified in clause 1.2 above without prior written consent from Licensor. For the purpose of this clause 4.1.11 “Managed Service” shall mean any commercial time-sharing rental, bureau service or outsourcing agreement or arrangement; and 4.1.12 within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to destroy the Software and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Software received from Licensor or its suppliers or made in connection with this Licence, and all documentation relating thereto and Licensor shall have the right to enter the Licensee’s premises to retake immediate possession without the need for process or other legal action.
5. WARRANTY AND SUPPORT
5.1 The Licensee acknowledges that Software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence.
5.2 The Software is being delivered to the Licensee "AS IS" and Licensor makes no warranty as to its use or performance and Licensor shall not be obliged to provide any support for any use by the Licensee of the Software.
5.3 To the extent permitted by law, Licensor disclaims all warranties, conditions, guarantees or representations with respect to the Software, either express or implied (except as to statute implied terms as to title), oral or in writing, including but not limited to any implied warranties or terms and conditions of satisfactory quality, merchantability or fitness for any particular purpose. Specifically Licensor does not warrant that the functions mentioned in the Software will meet the Licensee’s individual requirements.
5.4 Notwithstanding clause 5.3 above, the remedies set out in this Licence do not apply to consumer transactions except in so far as they add to the Licensee’s rights implied by statute. In relation to such transactions, the rights and obligations of Licensor and the Licensee in respect of any defects in the Software shall be determined by the terms and conditions implied by Statute.
6. LICENSORS’ LIABILITY
6.1 Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, its Use or otherwise, except to the extent that such liability may not be lawfully excluded. This limit shall also apply in the event that any exclusion or other provision contained in this Agreement is held to be invalid for any reason and Licensor becomes liable for loss or damage that could otherwise have been limited.
6.2 Licensor expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its Use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
6.3 Licensor does not guarantee or otherwise imply that any user of the Software shall obtain any benefit, nor that any level of performance or test proficiency shall be attained from using the Software.
6.4 Licensor does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Licensor, its employees, agents or authorised representatives.
7. COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
7.1 The Licensee acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or Used in connection with the Software including but not limited to all documentation and manuals relating thereto, all images, animations, audio music and text incorporated into the Software remain the sole property of Licensor or its sub-licensors. The Licensee agrees to immediately notify Licensor of any actual or suspected infringement and the Licensee also agrees not to use any of Licensors’ trademarks as any part of the name under which the Licensee conducts its business.
8. CONFIDENTIAL INFORMATION
8.1 All information, data, drawings, specifications, documentation, Software listings, source or object code which Licensor may have imparted and may from time to time impart to the Licensee relating to the Software is proprietary and confidential. The Licensee hereby agrees that it shall Use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third party without Licensor’s prior written consent.
8.2 Subject only to the specific, limited provisions of clause 4.1 and its sub-clauses above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any Software or other program written or developed for itself based on any confidential information supplied to it by Licensor.
8.3 The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.
9. FORCE MAJEURE
9.1 Licensor shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this Licence arising by reason of force majeure, where such event is beyond that party’s reasonable control.
10. TERMINATION
10.1 In addition to provisions for termination as herein provided, Licensor may by notice in writing to the Licensee terminate this Licence if the Licensee is in breach of any term, condition or provision of this Licence or required by law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice from Licensor specifying such breach.
10.2 Upon termination, the Licensee shall comply with its undertaking specified in clause 4.1.12 above.
10.3 Termination, howsoever or whenever occasioned shall be subject to any rights and remedies Licensor may have under this Licence or under law.
11. ASSIGNMENT
The Licensee shall not assign or otherwise transfer all or any part of the Software or this Licence without the prior written consent of Licensor.
12. WAIVER
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party’s rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party’s rights to take subsequent action.
13. HEADINGS
The headings of the terms and conditions herein contained are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.
14. SEVERABILITY
In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such terms, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
15. LAW
This Agreement will be governed by and construed in accordance with the laws of England and shall be subject to the jurisdiction of the English Courts.
16. NOTICES
Any notice required to be given by the Licensee to the Licensor under these conditions shall be in writing and shall be sent to the address of Licensor’s registered office. All notices hereunder shall be sent by confirmed facsimile (provided, however, that any notice which could materially affect the rights of either party shall also be sent by courier as provided herein) or recognised commercial overnight courier service. Such notice shall be effective upon receipt, but in any event no later than three days after sent by recognised commercial overnight courier.
17. SURVIVAL The provisions of clauses 4, 6, 7, 8, 11, 14, and 15 shall survive termination of this Licence.
18. ENTIRE AGREEMENT
This Agreement supersedes all prior agreements and arrangements of whatever nature and sets out the entire agreement and understanding between the parties relating to its subject matter. Nothing in this clause shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or any innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance as the same as being fair and reasonable.
