PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL
End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Smarttech247 for the Smarttech247 software product(s) identified above which may include associated software components, media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and Smarttech247, (referred to as “licenser”), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
License Grant
Smarttech247 grants right to the following use of product(s) for evaluation, in addition to any technology platform, services, subscriptions, application, and any other documentation and related materials for your internal evaluation purposes which are subject to the terms of this Agreement: –
Limited
- Non-Transferable
- Non-Assignable
- Non-Sublicensable
You are entitled to use the product from the earlier of
- The date this Agreement is accepted by you
- The date in which you first installed and downloaded
You are entitled to an online request or a mutual written agreement (including via email) to extend the Evaluation Period. Smarttech247 may, at its sole discretion, provide reasonable maintenance and support for the Product during the Evaluation Period. Subject to earlier termination as provided below, this evaluation license will terminate automatically on expiration of the Evaluation Period, and you will discontinue use and/or access to the Product unless and until you have agreed to purchase a production license to access and/or use such Product. If you agree to purchase a production license for the Product, your access and/or use of such Product will be subject to and governed by the fully executed agreement for such Product by and between you (or the business, government or entity you represent) and Smarttech247, or if the parties have not fully executed an agreement for the production license of such Product.
Ownership
You acknowledge and agree that Smarttech247 and its licensors own all rights, title and interest, in and to the Products. Except for the rights expressly granted in this Agreement, you will acquire no other rights, express or implied, in or to the Product, and all rights not expressly provided to you hereunder are reserved by Smarttech247 and its licensors. You will not, nor permit anyone else to, directly or indirectly: (a) copy, modify, rent, lease or distribute the Product(s); (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Product (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (c) use the Product to help develop any other product or service; and (d) disclose the results of any benchmark tests on the Product without Smarttech247’s prior written consent. You will maintain and not remove or obscure any proprietary notices on the Product. Smarttech247 owns all rights, title and interest in and to Aggregate Data, and may use, reproduce, sell, publicize or otherwise exploit Aggregate Data in any way, in its sole discretion. “Aggregate Data” refers to the information submitted or provided by you for use with the Products that is de-identified (stripped of any information used to identify you, including personal data). Aggregate Data will also include statistical information related to the evaluation of the Products, provided that such statistical information is de-identified. You grant to Smarttech247 a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use and exploit any suggestion, enhancement request, recommendation, correction or other feedback (“Feedback”) provided by you relating to the Products. Feedback will not include Confidential Information.
Copyright
All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by Smarttech247 or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Smarttech247.
Warranty & Support
Smarttech247 expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided ‘As Is’ without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. Smarttech247 does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. Smarttech247 makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Smarttech247 further expressly disclaims any warranty or representation to Authorized Users or to any third party. Smarttech247, at its sole discretion, has the right to supply to you any error correction, modification, new release, bug fix, or other update to the product and these will be deemed a Product hereunder and will be subject to the terms and conditions of this Agreement.
Terms & Termination
Unless otherwise terminated in accordance with this Section, this Agreement will remain in effect until the expiration of the Evaluation Period. Either party may terminate this Agreement (a) for material breach, immediately upon written notice to the other party; or (b) for convenience, upon thirty (30) days’ prior written notice. Upon expiration or termination of this Agreement, all evaluation licenses granted herein will automatically terminate and you must delete all Product, and confirm such deletion in writing to Smarttech247. If applicable, you understand that Smarttech247 may disable access to the Product automatically at the end of the Evaluation Period, without notice to you.
Confidentiality
“Confidential Information” means any information disclosed by one party (“Discloser”) to the other (“Recipient”), directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or some similar designation, or learned by Recipient under circumstances in which such information would reasonably be understood to be confidential. Confidential Information may include information disclosed in confidence to Discloser by third parties. For the purposes of this Agreement, the Product(s), and the results of any performance, functional or other evaluation of the Product(s), will be deemed Confidential Information of Smarttech247. The Recipient agrees that it will: (i) not use any Confidential Information for any purpose except to evaluate the Product(s) and engage in discussions concerning a potential business relationship between the parties; (ii) use at least the same degree of care as the Recipient uses to protect its own Confidential Information, but in no event less than a reasonable degree of care, to prevent the unauthorized use, dissemination of publication of the Confidential Information; (iii) limit disclosure of Confidential Information to those persons within Recipient’s organization who have a need to know and who have previously agreed in writing, prior to receipt of Confidential Information, either as a condition of their employment or in order to obtain the Confidential Information, to obligations similar to the provisions hereof; and (iv) not disclose any Confidential Information to third parties without the prior written consent of the Discloser. Recipient acknowledges that the disclosure of Confidential Information may cause irreparable injury to the Discloser. Discloser will, therefore, be entitled to seek injunctive relief upon a disclosure or threatened disclosure of any Confidential Information, without a requirement that the Discloser prove irreparable harm and without the posting of a bond. This provision will not in any way limit such other remedies as may be available to the Discloser at law or in equity. Within ten (10) business days of the termination of this Agreement or upon the Discloser’s written request, the Recipient will (at the Recipient’s election) promptly destroy or return all of Discloser’s Confidential Information in the Recipient’s possession.
Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SMARTTECH247 BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF SMARTTECH247 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SMARTTECH247’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING FROM THIS AGREEMENT OR THE USE OF THE SOFTWARE PRODUCT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID TO SMARTTECH247 BY YOU UNDER THIS AGREEMENT.
Dispute Resolution and Arbitration
In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, the parties shall first attempt to resolve such dispute through negotiation in good faith.
If the dispute cannot be settled through negotiation within thirty (30) days of the dispute arising, the parties agree to attempt to settle the dispute by mediation administered by the Mediators’ Institute of Ireland or another mutually agreed upon mediator, in accordance with its rules of mediation.
If the dispute is not settled by mediation within thirty (30) days from the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the rules of the Arbitration Act 2010 of Ireland. The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the Council of the Institute of Arbitrators, Irish Branch. The place of arbitration shall be Dublin, Ireland. The language of the arbitration shall be English.
The decision of the arbitrator shall be final and binding on both parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Third-Party Rights
This Agreement does not confer any rights or remedies upon any person or entity not a party to this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the parties agree that the terms of this Agreement are intended to benefit and be enforceable by Smarttech247’s licensors, to the extent necessary to protect the rights of such licensors in their respective intellectual property, and such licensors may directly enforce relevant provisions of this Agreement against you.
Under the Contracts (Rights of Third Parties) Act 1999, a person who is not a party to this Agreement has no right to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
Assignment
You agree to comply with all applicable laws and regulations with respect to your use of the SOFTWARE PRODUCT. Any unauthorized assignment of this Agreement or any rights granted hereunder or any unauthorized delegation of any obligations under this Agreement, without the express written consent of Smarttech247, is prohibited and shall be null and void.
This Agreement constitutes the entire agreement between you and Smarttech247 with respect to the SOFTWARE PRODUCT, superseding all prior negotiations, understandings, or agreements (whether oral or written) between the parties about the subject matter of this Agreement.
This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Governing Law and Jurisdiction
This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Ireland. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Version 1.0.02 – Last Revised 22/06/2023