SOFTWARE LICENSE AGREEMENT
Let’s Get You Up and Running! Understanding Your Usage Terms
Introduction
PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES OR DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee, you or your) and ONVU Limited of 2 London Wall Place, London, United Kingdom EC2Y 5AU (Licensor, us or we) for:
- ONVU’s classroom video lesson capture system as further described at https://www.onvulearning.com (Software) and any support and data supplied with the services (Services).
- All technical end-user manuals, guides, and operating instructions (including video guides) that are provided by and/or on behalf of ONVU to you by email or otherwise as part of the Services (Documents).
We license use of the Services, Software and Documents to you on the basis of this Licence. We do not sell the Services, Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times
1. LICENSE
1.1 The following defined terms are used in this Licence:
Authorised Users
the employees, agents and independent contractors of you, your subsidiaries and affiliates, who you authorise to use the Services, the Software and the Documents
Good Industry Practice
the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector
Licensee Data
the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services, Software or Documents and any data generated by, or derived from your use of the Services, Software or Documents, whether hosted or stored within the Services, Software or Documents or elsewhere
Unit
each camera to be installed at your premises for which you have purchased a valid Unit Subscription
Unit Subscriptions
the subscriptions purchased by you, or on your behalf, from the Licensor (or an entity authorised by the Licensor to provide them), in respect of each Unit installed or to be installed at your premises
Viruses
any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
Vulnerability
a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly
1.2 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Services (and the Software and the Documents in connection with the Services) on the terms of this Licence, solely for your internal business operations.
1.3 You shall:
1.3.1 provide the Licensor with:
(a) all necessary co-operation in relation to this Licence; and
(b) all necessary access to such information as may be required by the Licensor,
to the extent required to provide the Services, Software and Documents including but not limited to Licensee Data, security access information and configuration services;
1.3.2 without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence; and
1.3.3 ensure that your network and systems comply with the relevant specifications provided by the Licensor from time to time.
1.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for:
1.4.1 the proper performance of the Services, including the provision of the Software and the Documents;
1.4.2 the purposes set out in our Privacy Notice as described in condition 8;
1.4.3 compliance with applicable laws, regulations and mandatory codes;
1.4.4 the verification of your compliance with the obligations under this License;
1.4.5 the monitoring, reviewing, improvement and development (including by developing new features and capabilities) of ONVU’s performance, products and services. Such use shall be internal only; and
1.4.6 all other purposes relevant to the proper exercise of our rights and obligations under this License.
1.5 You undertake that:
1.5.1 you shall not exceed the agreed number of Units used in connection with the Software and Services for which you have purchased a Unit Subscription from time to time;
1.5.2 each Authorised User shall maintain a secure password for their use of the Services, Software and Documents and that each Authorised User shall keep their password confidential;
1.5.3 it will be responsible for assigning and reassigning access to the Services, Software and Documentation to those individuals who you elect should be an Authorised User. You are responsible for deleting any Authorised User accounts for individuals who shall no longer have any right to access or use the Services, Software and/or Documents;
1.5.4 you shall permit the Licensor or the Licensor’s designated auditor to audit the Services to verify that your use of the Services, Software and Documents does not exceed the total number of Unit Subscriptions purchased. This audit may take place physically on the Licensee’s premises, or remotely, at the Licensor’s option, and the Licensor may deploy reasonable online audit tools via the Services for these purposes;
1.5.5 you shall supervise and control use of the Services, Software and Documents and ensure they are used by your employees and representatives only in accordance with the terms of this Licence; and
1.5.6 you shall comply with all applicable technology control or export laws and regulations.
2. RESTRICTIONS
2.1 Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not and shall ensure each Authorised User shall not:
2.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services and/or Documents (as applicable) in any form or media or by any means;
2.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;
2.1.3 access all or any part of the Services, Software or Documents to build a product or service which competes with the Services, Software or the Documents;
2.1.4 use the Services, Software or Documents to provide services to third parties;
2.1.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software or Documents available to any third party except the Authorised Users;
2.1.6 attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided under this Licence; or
2.1.7 alter, deface or remove any reference to our trade marks, any reference to ONVU or any other name or Intellectual Property Rights or other legal notice displayed on the Services, Software and/or Documents.
2.2 You shall not and shall ensure each Authorised User shall not use the Services to:
2.2.1 distribute or transmit to the Licensor any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
2.2.2 store, access, publish, disseminate, distribute or transmit any material which:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.2.3 is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, on no less than thirty (30) days’ prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Services, Software and Documents for the duration of time that the breach remains unremedied.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Services, Software and Documents and all other materials (other than Licensee Data) provided by or on behalf of ONVU under or in connection with this License (including in any upgrades, new releases, customisations, configurations and developments) anywhere in the world belong to us or our licensors, that rights in the Services, Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, Software or the Documents other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to any Software in source code form.
4. LIMITATION OF LIABILITY
4.1 You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the Services, Software and Documents have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to.
4.2 We only supply the Services, Software and Documents for internal use by your business, and you agree not to use the Services, Software or Documents for any resale purposes.
4.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
4.3.1 loss of profits, sales, business, or revenue;
4.3.2 business interruption;
4.3.3 loss of anticipated savings;
4.3.4 wasted expenditure;
4.3.5 loss or corruption of data or information;
4.3.6 loss of business opportunity, goodwill or reputation,
4.3.7 where any of the losses set out in condition 4.3.1 to condition 4.3.6 are direct or indirect; or
4.3.8 any special, indirect or consequential loss, damage, charges or expenses.
4.4 Other than the losses set out in condition 3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £500. This maximum cap does not apply to condition 4.5
4.5 Nothing in this Licence shall limit or exclude our liability for:
4.5.1 death or personal injury resulting from our negligence;
4.5.2 fraud or fraudulent misrepresentation; or
4.5.3 any other liability that cannot be excluded or limited by English law.
4.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
5. TERMINATION
5.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
5.2 On termination for any reason:
5.2.1 all rights granted to you under this Licence shall cease;
5.2.2 you must immediately cease all activities authorised by this Licence; and
5.2.3 you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.
6. COMMUNICATION BETWEEN US
6.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 6. Your continued use of the Services, Software and Documents following the deemed receipt and service of the notice under condition 6.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Services, Software and Documents on the deemed receipt and service of the notice.
6.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Services.
6.3 Any notice:
6.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
6.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
6.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
7 EVENTS OUTSIDE OUR CONTROL
7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 7.2.
7.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
7.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
7.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
7.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
8 HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services, Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in https://www.onvulearning.com/privacy-policy/ (Privacy Notice) and it is important that you and any individuals using the Services read that information.
9 OTHER IMPORTANT ITEMS
9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
9.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
9.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.
9.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
9.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
9.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
9.8 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.
9.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
Oncam Global Ltd is our group services hub (globally) and holds our ICO registration. The certification is found here Information Commissioner’s Office – Register of data protection fee payers – Entry details (ico.org.uk)
General Questions and Support
The ONVU Learning support team has several network experts available to help you. Please feel free to contact us with any questions you may have about the installation.
Portal https://support.onvulearning.com/
Email support@onvulearning.com
Tel 0370 774 9510 (support hours 09:00 – 17:00 Mon to Fri)
