1.2: Acceptance and Installation by Third Party
Installation and use of the Licensed Materials shall be deemed acceptance of this
Licence by the Licensee. Any third party installing the software for the Licensee is
considered to be acting as agent of the Licensee and should only install the
software if authorised by the Licensee to do so and to legally enter into this Licence
Agreement on behalf of the Licensee.
2.1.1: The License Key is specific to the URL provided during the Initlialization
process and can only changed by prior arrangement with DWS. It may be accessed
by DWS at any time for verification of the licence.
2.2: Single URL Licence Only
The Licence is for a single instance of CoursePlay on a single URL only and this
domain is registered during the Admin Initialization process. Licencees creating
additional CoursePlay installations for themselves or third party clients will need to
purchase additional licences as appropriate.
The Software cannot be redistributed.
3.2: Rescind of Licence
The Licensor will allow 60 days for the Licensee to rectify any default of clause 7.1
or other breach of this licence before rescinding this Licence and disabling the
Licence Key.
3.3: Content Used In CoursePlay Instance
Any original or third party content used within the CoursePlay instance (course
content, images and text) is subject to the original copyright and any original
material created by the Licensee to use within CoursePlay remains the copyright
property of the Licensee
3.2.1 It is the responsibility of the Licensee to ensure that any Third Party Material
used in a Publication may be legally included (and, if appropriate, distributed) in
said publication and that any Publication created by the Licensee does not contain
material subject to copyright restriction. The Licensee will ensure that it has
obtained the appropriate rights to use the Third Party Material in the way it is doing.
4.1.1 Although there is open source software which performs a similar function to
some of the components of the Software, none of the components licenced here
are based on or should be deemed as being open source software.
4.1.2 Database Design - The software includes a database design which may be
adapted to suit the specific needs of the Licensee but remains a proprietary
component of this Licence and may not be redistributed.
4.1.3 SCORM API - For the avoidance of doubt the SCORM API supplied with
CoursePlay is a proprietary component and copyright DWS and Interaktiv.
Any installations of CoursePlay created by the original Licensee prior to the transfer
must also be transferred or deleted.
6.2: The Licensee shall not rent, lease, hire or copy or make any copies of Licensed
Materials, nor permit others so to do, except that the Licensor herewith gives
permission that the accompanying Manuals and/or Help files may be printed to hard
copy by a third party but only where such hard copy is for the use of the Licensee.
8.2 The Licensee agrees not to remove or modify proprietary marks, logos, or
copyright notices on or in any of the Licensed Materials, nor remove or modify or
otherwise obscure the Licensor's company details or the name and other identifying
characteristics of the Software.
8.3 The Licensee shall not make any modifications, additions or enhancements to
Software beyond the facilities built into the Software for so doing.
8.4 The Licensee will not reverse engineer any part of the software nor reuse any of
the publicly-viewable elements (for example HTML wrappers) for any reason
beyond the use provided for by the operation of the Software. The Licensee may
customise or adapt the HTML wrappers if required but only for use in conjunction
with the Software and not for separate distribution.
8.5 The Licensor shall indemnify the Licensee against any claims resulting of any
infringement of copyright or any intellectual property rights of a third party provided
the Licensee promptly informs the Licensor of such infringement and the Licensee
takes all reasonable actions to mitigate the claim.
8.6 The Licensor may at its own expense modify or replace the Licensed Materials
so as to avoid infringement.
9.2 The Licensor does not warrant that the functions or facilities of the Software will
meet the Licensee's requirements or that operation of the Software will be
uninterrupted or error free.
9.3 The Licensee acknowledges that it is the Licensee's responsibility to ensure that
the facilities and functions described in Licensed Materials meet the Licensee's
requirements and match any representations relied on by the Licensee in
purchasing this licence.
9.4 Where parts of the Licensed Materials have been customised to more closely
match a particular requirement of the Licensee an evaluation period of 60 days is
allowed during which time the Licensee may identify failings in the operation of the
software relevant to the customisation. Licensor may, at its sole discretion choose to
rectify the problem within a reasonable period or refund the cost of the
customization less any reasonable costs.
9.5 The Licensee acknowledges that the Software is entirely dependent on
functionality provided by internet browsers and plugins provided by third parties and
changes to that software is beyond the Licensor's control. The Licensee accepts
that the Licensor cannot be held responsible for any change or failure in
functionality caused by changes to the software so relied upon.
9.6 The Licensee shall notify the Licensor in writing and provide documented
examples of any defects or errors in the Software. The Licensor undertakes to
correct or replace at the Licensor's option and expense within a reasonable period
of time Software which is demonstrated to fail to perform in accordance with the
warranty.
9.7 The Licensee's sole and exclusive remedy shall be limited to the correction or
replacement of the Software in whole or in part, or (at the Licensor's sole discretion)
the Licensor may rescind this Licence and refund the purchase price of the
Software less any appropriate costs. In the latter instance the Licensor reserves the
right to rescind the licence to offer the CoursePlay instance where it is reasonable
to do so.
Except, in the case of businesses and consumers based in the UK, for liability for
death or personal injury resulting from Licensor's negligence; fraud, for breach of
the obligations arising from the Sale of Goods Act 1979; or the Consumer Protection
Act 1987.
10.2 If you are operating as a consumer normally residing in the UK and you feel
any of the terms of this License are unfair and therefore subject to the Unfair
Contract Terms legislation then you may request a modification of any terms. Such
request to made within 60 days of the supply of the product. Nothing in this licence
affects your statutory rights as a consumer.
10.3 In all instances, except death and personal injury, the aggregate maximum
liability is limited to the cost of the defective product.
10.4 The onus for testing to functionality and fitness for purposes of any material
created by the Licensee using this Software falls on the Licensee. The Licensee
hereby indemnifies the Licensor for any and all claims arising from use of material
created by the Licensee with the Licensed Materials except where covered
elsewhere in this licence.
11.2 Termination of this Licence howsoever caused shall not affect the rights of
either party under this Licence which may have accrued up to the date of
termination.
11.3 If any provision of this Licence shall finally be held illegal or unenforceable
such provisions shall be severed and the remainder of the Licence shall remain in
full force and effect unless the business purpose of the Licence is substantially
frustrated thereby.
11.4 No waiver of any breach of this Licence shall constitute a waiver of any other
breach of the same or other provision of this Licence and no waiver shall be
effective unless made in writing.
11.5 The Licensor will provide technical support via email during normal UK
business hours. Licensor may also provide support outside those hours or by
telephone at its sole discretion.
Technical support shall refer specifically to errors in the product or failures of
operation not to problems caused by the failure of the Licensee to understand
the operation of the Software or to require functionality beyond their
understanding of the operation of the software.
11.6 The Licensor may upon reasonable notice and within normal working hours
send a representative to any Site at which the Software is in use to verify
compliance with this Licence.
11.7 This represents the entire agreement between the two parties and is subject to
English law and the jurisdiction of the English courts.
11.8 All enquiries or queries relating to this licence or licenced use of your
CoursePlay instance should be addressed to DWS via the contact details on
www.digitalworkshop.com or www.interaktiv.co.uk websites.