Softools Platform End User License Agreement

GRANT OF LICENSE

a)       In consideration of the payment paid by the Licensee to the Licensor, the Licensor hereby grants the non-exclusive right to the Licensee for the use of the Software for the period specified in the Contract subject to termination provisions set out below.

 b)      The Licensee will be given system administrator rights to enable the continuous update of system configuration items, and the addition of specified users.  The Licensee shall keep a record of the number and the names of all users and shall permit the Licensor (or its authorised representatives) to inspect such records at all reasonable times and on reasonable notice.

 c)       Further use of Licences within the Licensee’s organisation will be granted on request subject to amendments as agreed between the Licensor and Licensee from time to time.  For the avoidance of doubt “organisation” shall mean the Group of Companies of the Licensee entering into this Licence.

d)       The term of license is defined by your agreement with Softools in the form of a Statement of Works. Any purchase transacted through Microsoft MarketPlace will be accompanied by a Statement of Works from Softools. This SoW will define the price per user and licence term and supersede any licensing arrangement defined in Microsoft MarketPlace. Any purchase through Marketplace will be rejected by Softools if there is no associated Statement of Works from Softools which will define license cost per user and the term of the license period.

 COPYRIGHT & INTELLECTUAL PROPERTY
The software has two distinct components:

 a)       Core code: The Intellectual Property rights / Trademarks and copyrights to the underlying Softools platform remain the sole ownership of Softools Limited at all times.  Any changes made to the underlying platform and software code as part of this project are treated as extensions to the platform and remain the ownership of Softools Limited.  The Licensor shall indemnify and keep indemnified the Licensee, including its organisation set forth in Point 3 above, and its successors against all claims, actions and proceedings brought against and all costs, damages, liabilities and expenses incurred by the Licensee arising from the use of Core Code or Third Party Source Code provided that the Licensee: on becoming aware of the same shall promptly give notice of it to the Licensor; makes no admission of liability without the Licensor’s written consent; and allows the Licensor to have sole conduct and control of the defence and any related settlement negotiations provided that the Licensor keeps the Licensee informed of the progress of such action or negotiations.

b)      Configuration: Licensee-specific configuration of the solution to meet the Licensee’s operating needs remain the property of the Licensee.  These include areas such as homepage set-up, Licensee-specific images, reports, and Licensee-specific interactive templates (tools).

COOKIES AND LOCAL STORAGE

a)       In logging in to the Softools platform and using the service, you agree to the Service storing information locally on your browser. This local information allows us the platform to operate and improve your user experience. In some situations it may also improve your connection to the platform by storing tokens so that you do not need to log in each time.

b) As part of our continued approach to keeping the platform up to date, we may also record issues you may experience and use this information to help us resolve those issues.

c) Any information we receive on your use of the platform is purely for the improvement of the platform and will never be used for any other purpose or given to third parties.

d) We use Google Analytics to track routes through the platform for us to improve the customer experience and customer journey when using the platform.

 RESTRICTED ACTS

a)       The Licensee may not modify, adapt, rent, sell or create derivative works based on the Software in whole or part without the express authority of the Licensor.

b)      No license is granted for any general reproduction, republication resale or transmission of the Software.

 WARRANTY & SUPPORT

a)       The Licensor will use its best endeavors to ensure the software is error free.  Any errors will be captured on the Softools support ticketing system and where possible fixed within published SLAs.

b)      The Licensor’s entire liability for a breach of the warranty will be a refund of the payment made by the Licensee for the relevant period (months) in accordance with the Contract.

c)       Development and support services shall be performed with the appropriate skill and care in a timely and professional manner by properly skilled personnel of the Licensor.

d)      The application will meet the specification agreed in the Contract and will continue to meet it during the license period, provided that the Licensor has not introduced errors due to app configuration.

e)      The Licensor has used all reasonable endeavours to ensure (including without limitation by the use of all generally available and accepted anti-virus software and procedures) that the application is free from harmful code of any description (whether called locks, viruses, worms or otherwise) including any computer code, programming instruction, or set of instructions that is intentionally constructed to damage, interfere with or otherwise adversely affect computer programs and/or data files and/or hardware and/or computer systems and/or networks.  

f)        The application and associated documentation (excluding for the avoidance of doubt the Third Party Source Materials) is Licensor's own original work and shall not be copied in whole or in part.

g)       Support services are provided in accordance with the Licensor’s standard Support Services Policy.

h)      Hosting services and data protection are provided in accordance with the Licensor’s standard Server Security Policy.

 LIABILITY

Under no circumstances including negligence will either party be liable for incidental special or consequential damages that result from the use or inability to use the Software.

In no event shall the Licensor’s total liability to the Licensee for damages, losses or costs exceed the amount paid by the Licensee for this Licence and any further Licences issued in accordance with the paragraph above provided that the Licensor does not seek to exclude or restrict its liability for death or personal injury resulting from its negligence.

 VERSION RELEASE & UPGRADES

a)        Where a new issue, update, or version be it either minor or major of the Software and/or documentation or part thereof is released by the Licensor it shall be installed automatically as part of the standard release process.  However, activation of selected new features or implementation of new features on applications is at the Licensor’s discretion and option.

 b)       If the Licensor reduces or replaces the functionality contained in the Software, and provides such functionality as a separate or renamed product, then the Licensee shall be entitled to licence such software product at no additional licence fee or maintenance fee or need to be reviewed and agreed prior to such reduction and replacement of the functionality.

c)        If the Licensor releases an option, future product or other release that has substantially the same functionality as the products listed and/or contained in this License, and it ceases to provide maintenance for the older software product, then the Licensee shall be given the option to exchange licences for such replacement product or functionality at no additional charge.

d)       If the Licensor releases a new product or feature which is not part of the existing functionality of the products listed in this EULA, then the Licensor reserves the right to charge for the use of this functionality.  The additional costs will be optional for the Licensee.

 PROGRAMME OF WORK

a)       “Programme of Work” shall mean the timing and sequence of events agreed between the Licensee and the Licensor for the performance of the Contract as agreed between the Licensor and Licensee; 

b)      Implementation activities shall be carried out in accordance with the agreed Programme of Work.  If, after the date of the award of the Contract, the Licensee shall have been delayed or impeded by any act or omission of the Licensor or any circumstances beyond the reasonable control of the Licensee, and providing the Licensee shall within a reasonable time have notified the Licensor in writing of such delay or impediment, the Licensor shall grant to the Licensee from time to time in writing such extension of time as may be reasonable and the completion date shall be amended accordingly.

ACCEPTANCE

a)       “Acceptance Tests” shall mean the test specified in the Programme of Work and/or such other tests as may be agreed in writing between the Licensee and the Licensor to be carried out by the Licensee and witnessed by the Licensor.

b)      The Licensor shall provide information and facilities as is necessary to enable the Licensee to carry out the Acceptance Test(s) by the date specified in the Programme of Work or such other reasonable date(s) as may be agreed.

c)       If Implementation Activities or any portion thereof fails to pass the Acceptance Test(s), repeat tests shall be carried out within a reasonable time upon the same terms and conditions.  Unless the failure was due to an act or default of the Licensor, the additional cost of these repeat tests (if applicable) shall be borne by the Licensee.  In the event that the repeat tests show that the Software is not in accordance with the Contract or any terms and conditions of the Programme of Work, then the Licensee shall exercise its right to;

                 i.      Require the Licensor to supply free of charge, such additional services to rectify such defects in the Software as may be necessary to enable the Software to pass the Acceptance  Test(s), or;

                ii.      Accept and retain such of the Software as it may consider expedient at such reduced  price as may be agreed between the Licensee and the Licensor, or;

                iii.      Reject the Software.

 APP BUILDER CERTIFICATION ‘ABC’

Fees for ABC training (https://www.softools.net/abc) are not refundable unless the Licensor is notified via abc@softools.net 15 calendar days before the contract start date.

As part of ABC training App Builders will be provided with a sandbox site for 6 months from its creation. The fee provides access to the ABC training content, the Licensor support articles and the community.

Beyond such 6 months, App Builders will need to be covered either via an App Builder License.

Please contact  sales@softools.net for more information.

The site can be used to create applications that help with learning or experimenting with use cases that the App Builder is interested in developing.

The site cannot be used for commercial reasons other than business development.

The Licensor will have access to this site for the purposes of certifying ABC coursework for certification and may audit the use of the site to ensure it is not being used commercially outside this EULA.

The Licensor cannot provide application-level support for training sites unless there is a separate commercial agreement in place.

Completion of ABC is expected within 3 months of signing up, if this is not completed then the Licensor reserves the right to delete the learner's personal journal and sandbox site unless otherwise agreed. 

Certified App Builders will receive a digital badge via our partner badge provider, App Builders agree to their information being used for this purpose.

 TERMINATION

This Licence is effective until terminated or until the licence period has expired, whichever is earlier.  On termination, neither party is obliged to renew the Licence.  The Licensee may terminate the Licence at any time by informing the Licensor in writing.  The Licence will be terminated immediately without notice from the Licensor if the Licensee fails to comply with any provision of this EULA.  On termination, the Licensor will close the site and permanently delete all applications and associated records within 30 working days.

 CONFIDENTIALITY

Neither Party shall disclose the terms of this EULA to any third party, and each Party shall keep confidential all information acquired or disclosed in relation to this EULA as “confidential information”, except where:

a)       It is required to disclose the information under compulsion of any applicable law;

b)      It is requested to disclose the information by the relevant regulatory agencies;

c)       The disclosure is to their professional advisers for the purpose of obtaining their professional services;

d)      The confidential information ceases to be confidential.

 Save as may be required by any applicable law or by the relevant rules or regulations of any recognised securities exchange or of any regulatory or governmental body to which either Party is subject or submits, neither Party shall be entitled to make or issue any announcement, circular or other publicity in whatever form regarding its relationship with the other Party without the prior written consent of the other Party.

 GENERAL
This Licence;-

-          Is subject to English Law;

-          Supersedes all prior understandings and agreements which was not written in this EULA.  Such understandings and agreements shall be null and void and shall have no effect to this EULA and the Licence;

-          May not be assigned by the Licensee without the written consent of the Licensor (such consent not to be unreasonably withheld);

-          May be assigned by the Licensor on prior notice to the Licensee;

-          Covers maximum data use per user of 1Gb (averaged over number of licensed users). Additional blocks of 10Gb of data can be purchased on a per-month basis.