License Agreement Terms & Conditions
E-shop content packs, dunelm e-Learning Ltd.

END-USER SOFTWARE LICENSE AGREEMENT

END-USER SOFTWARE LICENSE AGREEMENT (SLA) between the company, Dunelm e-Learning Ltd. which is granting this license ("Dunelm e-Learning") and end-user ("Licensee").  By installing this Software product you agree to this licence.

1.  DEFINITIONS

"Software" means the computer programs provided to Licensee by E-shop content packs, Dunelm e-Learning and/or computer programs in which E-shop content packs, Dunelm e-Learning has proprietary rights and/or sublicense rights granted by a third party licensor, and any related materials or documents, and any subsequent revisions provided to Licensee.  “Configuration” means central processing unit (“CPU”) or any group of CPUs, connected by a local area network, that operate together for the purpose of performing the functions of the Software and/or restricting the use of the Software to the maximum number of licensed users.

2.  SCOPE OF AUTHORIZED USE

2.1 One copy of the Software is furnished under a personal, non-transferable, non-exclusive license in executable/object code solely for Licensee's own use only on the  <<SITE>> on which the Software is first used.  2.2 Licensee shall not copy nor permit any party to copy Software, except to make a single copy solely for backup or archival purposes as necessary for use on the Configuration, but only with the inclusion of copyright and proprietary notices. If Licensee is unable to operate Software on the Configuration due to an equipment malfunction, the Software may be used temporarily on another Configuration during the period of equipment malfunction. Licensee shall not sublicense or transfer or otherwise make Software available to any third party.  Licensee shall not modify, decompile, disassemble or otherwise reverse engineer Software or create derivative works based on the Software.  The Licensee may only exercise rights under s50 of the Copyright Designs and Patents Act 1988 or similar legislation if it has first asked E-shop content packs, Dunelm e-Learning to disclose the required information and E-shop content packs, Dunelm e-Learning has declined to do so.
2.3 Licensee shall allow E-shop content packs, Dunelm e-Learning and its nominated representatives reasonable access to its premises to audit Licensee's compliance with this Agreement.
2.4Full payment of all invoices for license fees will become due and payable to E-shop content packs, Dunelm e-Learning net thirty (30) days from date of invoice, with invoicing to occur upon delivery of Software to carrier/mail service or once Licensee is provided with the ability to download the Software. No payments may be withheld by the Licensee for any reason nor may any counterclaim of the Licensee be set off against any payment due. E-shop content packs, Dunelm e-Learning will charge interest at the rate set out in the Late Payment of Commercial Debts (Interest) Act1998 on overdue payments on a daily basis both before and after judgement. E-shop content packs, Dunelm e-Learning reserves the right at any time when, in its opinion, Licensee's financial condition or other conditions warrant it, to revoke, alter or suspend any credit already extended, demand full payment on any outstanding obligations, or require full or partial payments in advance of any future delivery or other performance, or to otherwise defer or decline to make delivery under this Agreement and/or terminate this Agreement without liability to Licensee.
2.5 The software shall only be operated on a VLE, LMS or a protected intranet or institution site.

3.  TITLE AND OWNERSHIP; CONFIDENTIALITY

Title to, ownership of the Software and any patent, copyright, underlying trade secret and other intellectual property rights in it or any of its parts shall not transfer to Licensee but shall remain in E-shop content packs, Dunelm e-Learning or its third party licensors . Software is confidential and proprietary to E-shop content packs, Dunelm e-Learning and/or its third party licensors and Licensee shall observe the proprietary nature thereof.  Licensee shall not disclose, provide or otherwise make available Software or any part (which includes without limitation, database structures and message formats) or copies thereof to any third party. Licensee shall take action by instruction or agreement with its employees who are permitted access to Software, to protect the confidentiality of Software. Licensee shall keep Software and such materials secure, and prevent unauthorised access, copying or use thereof.  Licensee agrees to notify E-shop content packs, Dunelm e-Learning immediately it becomes aware of any unauthorised knowledge, possession, or use of Software or any such materials by any person or entity.
Additional terms may apply where the Software is owned by a third party and provided by E-shop content packs, Dunelm e-Learning under license; in such cases, those terms will be provided separately.

4.  LIMITED WARRANTY
A. E-shop content packs, Dunelm e-Learning warrants that all unmodified Software, when used under the conditions described in the applicable E-shop content packs, Dunelm e-Learning  published specifications furnished to Licensee, if any, will conform to said E-shop content packs, Dunelm e-Learning published specifications at time of shipment and for a period of ninety (90) days or when licensed as part of a E-shop content packs, Dunelm e-Learning tester order as specified in the applicable E-shop content packs, Dunelm e-Learning quotation for such Software. If Licensee determines that a non-conformity exists which is a substantial deviation from the E-shop content packs, Dunelm e-Learning published specification, Licensee shall provide proper written notification to E-shop content packs, Dunelm e-Learning, within the warranty period, explaining the alleged nonconformity.  Upon receipt of such written notification E-shop content packs, Dunelm e-Learning or its third party Licensors’ sole liability and Licensee's sole and exclusive remedy shall be for E-shop content packs, Dunelm e-Learning to use reasonable efforts to provide, at no cost to Licensee, programming corrections by telephone and/or mail to correct such documented nonconformity.  Provided E-shop content packs, Dunelm e-Learning determines that the alleged nonconformity is a defect in the unaltered version of the Software and is not the result of (i) Licensee’s use of the Software other than in accordance with the E-shop content packs, Dunelm e-Learning published specification; or (ii) modifications to the Software made by parties other than E-shop content packs, Dunelm e-Learning; or (iii) damage due to improper use or neglect, E-shop content packs, Dunelm e-Learning shall use reasonable efforts to remedy such nonconformity by issuing corrected information to Licensee, including corrected documentation or code or a work-around if available. E-shop content packs, Dunelm e-Learning does not warrant that the operation of Software will be uninterrupted or error free or that all errors will be remedied. E-shop content packs, Dunelm e-Learning does not warrant that Software will meet Licensee’s specific requirements or operate with any hardware or software other than as specified in the E-shop content packs, Dunelm e-Learning published specification, if any shall have been provided.
B. E-shop content packs, Dunelm e-Learning does not warrant the performance of E-shop content packs, Dunelm e-Learning products if used with third party products not approved by E-shop content packs, Dunelm e-Learning.
C. NEITHER E-shop content packs DUNELM E-LEARNING NOR ANY OF ITS THIRD PARTY LICENSORS MAKES ANY OTHER REPRESENTATION OR WARRANTY REGARDING THE SOFTWARE, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  LICENSEE RETAINS FULL CONTROL OVER AND RESPONSIBILITY FOR THE USE OF SOFTWARE.  E-shop content packs DUNELM E-LEARNING DOES NOT WARRANT THE MERCHANTABILITY OF ANY OF LICENSEE’S PRODUCTS THROUGH THE USE OF THE SOFTWARE.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

5. LIMITATION OF LIABILITY

IN NO EVENT IS E-shop content packs DUNELM E-LEARNING OR ITS THIRD PARTY LICENSORS LIABLE FOR DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, OPPORTUNITY, DATA OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, EVEN IF NOTICE HAS BEEN GIVEN OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR FRAUD AND DEATH OR PERSONAL INJURY RESULTING FROM E-shop content packs DUNELM E-LEARNING'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS LIABILITY, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.   IN NO EVENT WILL E-shop content packs DUNELM E-LEARNING OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY AMOUNT GREATER THAN THE INITIAL LICENSE FEE PAID FOR THE SOFTWARE WHICH ALLEGEDLY CAUSED THE DAMAGE, EVEN IF E-shop content packs DUNELM E-LEARNING SHALL HAVE BEEN INFORMED OF SUCH DAMAGES OR OF ANY CLAIM BY ANY THIRD PARTY.

6.    INFRINGEMENT INDEMNITY

E-shop content packs, Dunelm e-Learning shall defend any action, suit or proceeding brought against Licensee which alleges that any E-shop content packs, Dunelm e-Learning  proprietary Software infringes a U.S. or U.K. patent or copyright that E-shop content packs, Dunelm e-Learning is aware of, on the condition that Licensee promptly notifies E-shop content packs, Dunelm e-Learning of the action and gives E-shop content packs, Dunelm e-Learning the opportunity, full authority, information and assistance for the defense of the action. E-shop content packs, Dunelm e-Learning shall pay all resulting damages and costs awarded against Licensee but shall not be responsible for any settlement made without its consent. E-shop content packs, Dunelm e-Learning may, at its option and expense: (i) replace or modify Software so that infringement will not exist; (ii) remove Software involved and refund Licensee a portion of the price paid therefore as depreciated or amortised by an equal annual amount over the lifetime of the Software as established by E-shop content packs, Dunelm e-Learning; or (iii) obtain for Licensee the right to continue using the Software. E-shop content packs, Dunelm e-Learning and its third party licensors disclaim all other liability for copyright, patent or other infringement, including any incidental or consequential damages. E-shop content packs, Dunelm e-Learning shall have no liability for any infringements or claims thereof based upon: (i) the combination of Software with products not supplied by E-shop content packs, Dunelm e-Learning, (ii) modification or alteration of Software by E-shop content packs, Dunelm e-Learning in accordance with Licensee's instructions or by parties other than E-shop content packs, Dunelm e-Learning, or (iii) failure to install updates provided by E-shop content packs, Dunelm e-Learning.


7.  TERM AND TERMINATION

7.1 This License shall become effective upon Software shipment and terminate at such time as Licensee discontinues use of Software on the Configuration, or upon sale, lease, or transfer by operation of law or otherwise, of the Configuration.
7.2 If Licensee fails to cure any breach of this Agreement, including failure to pay any required license fees, within ten (10) days after receipt of written notice of such breach, the license(s) as to which the breach exists shall be terminated.
7.3 Upon termination of any license, Licensee shall immediately terminate use of Software for which the license has been terminated and immediately either return or destroy all copies of such Software and other proprietary materials and certify in writing as to such destruction or return.  Sections 3, 4, and 5 shall survive termination of this Agreement.

8.    NON-WAIVER

The failure or delay of either party to exercise any right or remedy provided for herein shall not be deemed a waiver of that right or of any other rights or remedies available hereunder.

9.  MISCELLANEOUS

9.1 Licensee agrees not to export Software, or re-export or resell Software from or in country of installation, without first complying with all applicable export laws and regulations.  The Software may not be downloaded into any country which the United Kingdom has prohibited export.
9.2 Software support shall be provided under terms and conditions specified and in a separately executed E-shop content packs, Dunelm e-Learning Software located in Support Agreement.
9.3 Where Licensee is located in the United States, its agencies or instrumentalities whether located within or outside of the United States, all Software and Documentation furnished hereunder is Commercial Computer Software and Commercial Computer Software Documentation provided only with the rights specified in this SLA customarily provided to the public by E-shop content packs, Dunelm e-Learning in accordance with FAR 12.212 (a) and (b) (OCT 1995) or DFARS 227.7202-3(a) (JUN 1995) as applicable.
9.4 The Software may contain an electronic version of this SLA intended to have the same force and effect as a hardcopy SLA.
9.5 This Agreement shall be governed by English law.  The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.  Licensee's order documents shall state that the terms and conditions of this Agreement are the sole terms and conditions governing such order.  This SLA states the entire understanding between the parties as to Software licensed by Licensee and shall take precedence over any omitted, conflicting or additional terms in any Licensee purchase order.  If any provision of this SLA is determined to be invalid or unenforceable by a court of competent jurisdiction hereunder, the remaining provisions of this SLA shall not be affected and shall remain in full force and effect as though said invalid or unenforceable provision were not contained herein.  The English language version of this E-shop content packs, Dunelm e-Learning End-User Software License Agreement shall prevail and any translation into other languages other than English is for convenience only. No third party may enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.


9.7 Notwithstanding anything to the contrary provided herein, in the event of a change in control of all or substantially all of the assets of E-shop content packs, Dunelm e-Learning, E-shop content packs, Dunelm e-Learning may assign any or all of the rights and obligations under this Agreement to its successor in interest or to a third part assignee.