EquatIO End User License Agreement : Version 1 Revision 6 : Auth DH : Last Reviewed 12-12-2018

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EquatIO

End User License Agreement

If you do not fully agree with the terms and conditions of this agreement you should remove the software from your computer immediately. Contact the party from whom you obtained the Purchase Email and a full refund will be given provided that party is duly authorised by Texthelp Ltd. to resell the Software.

DEFINITIONS

‘Commercial Accessible Media Production’  refers to the creation of accessible instructional materials which are for commercial distribution.  Equatio uses 3rd party MathML conversion technology that should not be used for commercial Accessible Media Production without an ‘Accessible Media Production Single User License’.

‘Component Product’  refers to fully featured version of any of the following: EquatIO for Windows, EquatIO for Mac, EquatIO MathSpace, EquatIO for Google, (collectively “Software”).

‘Devices’ refers to any supported desktop and laptop computers, and any other supported mobile handheld device. For a full list of supported devices see support.texthelp.com.

‘Domain a distinct subset of the Internet with email addresses sharing a common suffix or under the control of a particular school, college, university or other organization for whom the Licensee has purchased and holds a valid Software License as specified in the Purchase Email.

'End Date' is the date upon which this Software License expires.

'End User' is any user properly authorised to use the Software under the terms of this Agreement.

‘Group License’ is a License comprising a fixed number of End Users for whom the Licensee has purchased and holds a valid Software License as specified in the Purchase Email.

HE Disability Services Accessible Media Production refers to the creation of accessible instructional materials for use in Higher Education institutions.  EquatIO uses 3rd party MathML conversion technology that requires an unlimited software license when used for Accessible Media Production by HE Disability Services staff. An EquatIO unlimited software license is only applicable for staff and students within the HE Licensee's domain.

'License Type' is specified on the Purchase Email and further described in Schedule 1.

'Licensee' refers to the party to whom the Software is licensed under this Software License.

'Licensor' refers to Texthelp Ltd.

Purchase Email’ refers to the email which provides necessary information to download and install/deploy the Software including a product code if applicable. The Purchase Email will include the End Date of the Term.

‘Term’ refers to the period from the date that the terms and conditions of this Agreement are accepted by the Licensee by downloading and installing the Software until the End Date (as specified in the Purchase Email) unless terminated earlier under the terms of section 5 herein.

'Territory' is worldwide unless separately defined.

The license granted under this agreement authorises the Licensee to use the Software as specified by the License Type.

1. AUTHORITY TO LICENSE: Licensor is the sole proprietor of the Software and reserves exclusive authority to grant a license. The Software is protected by all applicable laws and international treaty provisions relating to intellectual property (including, but not limited to laws relating to copyrights).

2. GRANT OF LICENSE: In consideration of payment of the fee which is part of the price the Licensee paid for the Software, the Licensee agrees to abide by the terms and conditions of this License. Furthermore Licensor agrees to grant, and the Licensee agrees to accept on the terms and conditions contained herein, a non-transferable and non-exclusive License to use the Software.

3. ASSIGNMENT: This Agreement and any of the Licenses, programs or materials to which it applies may not be assigned, sub-licensed or otherwise transferred by the Licensee without prior written consent from Licensor. No right to print or copy the Software, in whole or in part, is granted except as expressly provided under this Agreement.

4. COPY RESTRICTIONS: Any Software which is provided by Licensor in machine readable form may be copied in whole or in part in sufficient number for the use by the Licensee on such number of Devices as permitted for the License Type, or (a) for backup purposes, or (b) for archival purposes. Copies of the Software for any purpose other than as described in 4(a) and 4(b) cannot be made without prior written consent from Licensor. Any and all such copies are subject to the terms and conditions of this Agreement. The Licensee shall not provide or otherwise make available the Software to any person other than his or her employees, students and/or duly authorised agents without prior written consent from Licensor.

The licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble the Software or any copy of the Software, or create derivative works based on the Software or any copy of the Software. If licensee does so, this Agreement is automatically terminated.

5. TERMINATION: Licensor may terminate this Agreement forthwith upon written notice if the Licensee commits a breach of any of the terms and conditions hereof and in circumstances where such breach is capable of rectification has failed to rectify such breach within 30 days of receiving written notice thereof. The Licensor may terminate this Agreement in respect of subscription licenses without cause by providing 30 days written notice to Licensee. Where Licensor terminates without cause Licensor shall issue Licensee a pro-rata refund of subscription license fees paid under this Agreement in respect of the remaining Term.

6. GENERAL: Failure by Licensor to enforce any of the terms and conditions of this Agreement shall not be construed as a waiver of its rights hereunder.

This Agreement constitutes the entire agreement between the parties relating to the licensing of the Software. No variation or amendment of or addition to the terms and conditions of this Agreement shall be effective unless Licensor's prior agreement in writing shall have been obtained. The Governing Law of this Agreement shall be that of the Statutes of Northern Ireland.

7. LIMITED WARRANTY: The Software is provided "as-is" and Licensor makes no warranties with respect to the Software.

The above mentioned warranty is in lieu of all other representations, warranties, conditions and guarantees of any kind, express or implied (by statute, common law, collaterally or otherwise), including, but not limited to implied warranties of merchantability and/or fitness for a particular purpose and/or warranties against infringement. Licensor does not warrant that the Software will meet the requirements of any user of the Software under this Agreement or that the Software will be uninterrupted or error free.

8. NO LIABILITY FOR DAMAGES: In no event shall Licensor or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Software, even if Licensor has been advised of the possibility of such damages; provided, however, that this limitation on liability shall not apply to damages arising from the gross negligence or wilful misconduct of Licensor. No Licensor agent or representative is authorised to make any modifications or additions to this provision. Licensee shall defend, indemnify and hold Licensor harmless from any and all claims, demands responsibilities, liabilities, and damages arising from any unauthorised use of the Software.

9. USE OF PERSONAL INFORMATION: Licensor processes the personal information collected by it in relation to the Licensee for the purposes of providing technical support and maintenance services (including the issue of patches) to the Licensee, and the Licensee acknowledges and agrees to the use of its personal information for such purpose. Licensor does not disclose any personal information to any outside parties other than Texthelp Ltd group companies to facilitate delivery of service under this agreement.

10. BREACH OF COPYRIGHT: Licensee is solely responsible for ensuring that all output generated using the Software including, but not limited to, audio files or scanned text is in compliance with appropriate copyright laws.

11. NON COMMERCIAL DISTRIBUTION: Licensee shall not,  or knowingly permit any third party to, commercially exploit in any way any output generated using the Software including, but not limited to, audio files or scanned text unless under a Accessible Media Production Single User license as defined above.

12. SOFTWARE USE RESTRICTIONS: Licensee shall not, or knowingly permit any third party to, use the Software to create any speech or audio file whose contents (a) are harmful, threatening, tortuous, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, racially, ethnically, religiously, ethically, morally or otherwise objectionable or harm minors in any way or (b) infringe any third party right, or (c) duplicate, broadcast, transmit or otherwise diffuse any such speech or any audio file.

13.  GDPR COMPLIANCE AND INTERNATIONAL DATA TRANSFERS  Texthelp Billing & Contact Data is stored in Amazon Web Services (AWS) which meets the EU-US Privacy Shield framework adopted by the European Commission. This complies with data protection requirements and GDPR legislation when transferring data outside of the EU.  By accepting these terms you accept that Texthelp may transfer and process information in a USA based EU-US Privacy Shield compliant data center, and in accordance with the Texthelp ISO 27001:2013 data security policies.  

ACKNOWLEDGEMENT: The licensee acknowledges that (s)he has read this license and limited warranty, understands them, and agrees to be bound by their terms and conditions. (S)He also agrees that the license and limited warranty are the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of the license or the limited warranty.

SCHEDULE 1

License Type

Territory

Description

EquatIO Single License Subscription

ALL

The Licensee may install and use one copy of each Component Product for the duration of the Term.

This license cannot be used for HE Disability Services Accessible Media Production’ or Commercial Accessible Media Production’

EquatIO Group License Subscription

ALL

Within the limits of Licensee’s Group, the Licensee may install and use on Licensee and currently enrolled student owned User Accounts one copy of each Component Product for each User Account as specified by their Group size in the Purchase Email for the duration of the Term.

The EquatIO Group License Subscription is prohibited from being used by HE Disability Services for Accessible Media Production due to 3rd party MathML conversion technology restrictions. Exceptions to this are those Higher Education Institutions who purchase a Group license for their entire campus (all students). If share a domain with other campuses, students and staff associated with those campuses do not get access to EquatIO.

EquatIO Unlimited License Subscription

ALL

Within the limits of Licensee’s Domain(s), as specified in the Purchase Email , the Licensee may install one copy of each Component Product  on an unlimited number of Licensee owned Accounts for the duration of the Term including for the use by HE Disability Services for Accessible Media Production.

EquatIO for Publishers License Subscription

ALL

The Licensee may install and use one copy of each Component Product for the duration of the Term.

This license can be used for ‘OEM or Commercial Accessible Media Production’