It is agreed as follows:
1.INTRODUCTION
The intellectual property rights in the Software are owned by Chris Malcolm Limited (trading as Daydream Education) (registered number 04216204) whose registered office is at Unit 1 Central Park, Western Avenue, Bridgend CF31 3RH United Kingdom (“Daydream Education”), and this License may be enforced by Daydream Education to the extent permissible by law.
2.DEFINITIONS
“Goods” means the CD Rom containing the Software and the packaging of the CD Rom and supplied to the Licensee by the Licensor
“End User” means the final consumer of the Goods; the intended recipient or user
“Licensee” means the person(s), school, organization or company who has purchased the Goods from the Licensor or any of its Resellers.
“Licensor” means Chris Malcolm Ltd trading as Daydream Education.
“Reseller” means a company with whom the Licensor has a contractual or trading relationship to supply the Goods for resale to the End User(s)
“Software” means the software and any documentation, associated media, printed materials and embedded materials or any part thereof contained in the Goods.
3.LICENSE
3.1 The Licensor hereby Licenses the Software to the Licensee on a limited, non-exclusive, royalty free, perpetual, non-transferable basis in North America only, subject to the terms set out in this License.
3.2 The Licensee may use the Software for the lifetime of the Software solely for internal purposes as an educational teaching aid only. The Software may only be used in respect of each copy purchased from the Company at 1 address.
3.3 The Licensor shall be under no obligation to provide upgrades of the Software.
4.LICENSE RESTRICTIONS
4.1The Licensee may not:
4.1.1 make or distribute copies of the Software, other than one copy for back-up purposes only;
4.1.2 sell, sub-License or transfer the Software to any third party;
4.1.3 decompile, reverse engineer, disassemble or otherwise reduce the Software to eye-readable form;
4.1.4 modify or use the Software to create any derivative works;
4.1.5 make any public presentation (other than in accordance with the license granted in clause 3.2) of the Software or any printed copy of the Software without the prior written consent of the Licensor.
4.1.6 use the Software anywhere outside of the 1 address of the Licensee.
4.1.7 install the Software onto any virtual learning environment (VLE).
4.1.8 allow any publication of the Software over the internet.
5.TERMINATION
5.1 The Licensor may terminate this License upon written notice in the event of any breach by the Licensee of any of the terms of this Licence.
5.2 Upon termination of this License in accordance with clause 5.1, the Licensee shall immediately:
5.2.1 cease to use the Software and/or the Goods and return the same to the Licensor or destroy/delete the Software and/or the Goods as instructed by the Licensor; and
5.2.2 destroy/delete any copy made in accordance with clause 4.1.1
5.3 The Licensee shall indemnify the Licensor against any costs, expenses, liability, claims or losses incurred as a result of any failure by the Licensee to comply with the obligations under clause 5.2.
5.4 This clause shall survive termination of this License.
6.GENERAL
6.1 Each right or remedy of the Licensor under this License is without prejudice to any other right or remedy of the Licensor whether under this License or not.
6.2 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this License and will be ineffective, without, as far as is possible, modifying any other provision or part of the License and this will not affect any other provisions of this License which will remain in full force and effect.
6.3 No failure or delay by the Licensor to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise
of the same, or of any other right, power or remedy.
6.4 This License may only be varied or amended in writing and signed by an authorised representative of the Licensor.
6.5 This License is personal to the Licensee who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the License without the Licensor’s prior written consent.
6.6 The parties to this License do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it, other than this License may be enforced by Daydream Education.
6.7 The formation, existence, construction, performance, validity and all aspects whatsoever of this License or of any term of this License will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with this License. The parties agree to submit to that jurisdiction.