Software license agreement
By agreeing with the terms outlined in this document agreement, you will be agreeing to Spondooli LLC’s rules and conditions in terms of the Spondooli Teacher Edition product.
AGREEMENT
1. Definitions
1.1 In this Agreement, except to the extent expressly provided otherwise:
"Agreement" means this agreement including any Schedules and any amendments to this Agreement from time to time;
"Business Day" means any weekday other than a public holiday;
"Business Hours" means the hours of 08:00 to 17:00 EST on a Business Day;
"Charges" means the following amounts:
(a) the amounts specified in Part 4 of Schedule 1 (Software License Particulars); and (b) such amounts as may be agreed by the parties in writing from time to time;
"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee;
"Effective Date" means the date of execution of this Agreement;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or non-registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);
"Schedule" means any schedule attached to the main body of this Agreement;
"Software" means the software identified in Part 1 of Schedule 1 (Software License Particulars)
"Software Defect" means a defect, error or bug in the Software having an adverse effect OR a material adverse effect on the appearance, operation, functionality, or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Licensee or any person authorized by the Licensee to use the Software;
(b) any use of the Software contrary to the Documentation by the Licensee or any person authorized by the Licensee to use the Software;
(c) a failure of the Licensee to perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the Software and any other system, network, application, program, hardware, or software not specified as compatible in the Software Specification;
"Software Specification" means the specification for the Software set out in Part 1 of Schedule 1 (Software License Particulars) and in the Documentation, as it may be varied by the written agreement of the parties from time to time; and
"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.
2. Term
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force until the end of the license term, upon which this Agreement shall terminate automatically, subject to termination in accordance with Clause 12 or any other provision of this Agreement.
3. Supply of Software
3.1 The Licensor shall make the Software available for download and shall provide to the Licensee such assistance in relation to the download of the Software as the Licensee may reasonably request.
4. Disclaimers
4.1 Spondooli contains many features which require user-inputted names or other media. Spondooli LLC does not take any responsibility for any user-inputted content that another user may find offensive or inappropriate.
4.2 Spondooli does not take any responsibility for the misuse of its software or its implications.
4.3 Spondooli does not take any responsibility for damage done to host devices, network, hardware, or software when used improperly, outside of Software Specifications, or in abnormal use cases.
4.4 Spondooli does not provide financial or stock market advice, Spondooli Teacher Edition is designed to improve the teaching and learning experience in the classroom, not to provide financial advice. All information in Spondooli is purely objective and does not give guidance on real-life market decisions. Spondooli is designed to provide a safe environment for students to learn about the stock market at their own pace.
4.5 In extreme circumstances, software glitches and bugs could cause abnormal visual and/or auditory output. Spondooli does not take responsibility for any discomfort or disturbances that may be brought upon its users by unprecedented and unintended events.
4.6 Spondooli provides no such open-source licenses to any users at this time. Therefore, any ramifications caused by modifications done to Spondooli software or its dependencies are not under Spondooli LLC’s responsibility.
4.7 Spondooli relies on multiple 3rd party development tools, extensions, and/or networking services to provide the necessary experience. Therefore, Spondooli LLC does not take responsibility for any outages, misuse of user data, or other unexpected events caused by these 3rd party entities. Spondooli LLC will work to be transparent about these issues if they occur but said issues do not tarnish our services’ or products’ reliability.
4.8 Spondooli’s stock information is provided by a 3rd party. Therefore, Spondooli LLC does not take any responsibility for any incorrect or inappropriate information provided by the 3rd party.
5. License
5.1 The Licensor hereby grants to the Licensee from the date of supply of the Software until the end of the Term a non-exclusive license to install an unbounded quantity of instances of the Software subject to the limitations and prohibitions set out and referred to in this Clause 5.
5.2 The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 5.1 without the prior written consent of the Licensor.
5.3 The Software may only be used by the officers and employees of the Licensee, and the officers and employees of the Licensee's recognized subdivisions.
5.4 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any license granted under this Clause 5 shall be subject to the following prohibitions:
(a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
(b) the Licensee must not alter, edit or adapt the Software; and
(c) the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate, or reverse engineer, the Software.
5.5 The Licensee shall be responsible for the security of the Software supplied to the Licensee under this Agreement and shall use all reasonable endeavors including all reasonable security measures to ensure that access to the Software is restricted to persons authorized to use them under this Agreement.
6. No assignment of Intellectual Property Rights
6.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor.
7. Charges
7.1 The Licensee shall pay the Charges to the Licensor in accordance with this Agreement.
7.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value-added taxes, which will be added to those amounts and payable by the Licensee to the Licensor.
8. Payments
8.1 The Licensor shall issue invoices for the Charges to the Licensee from time to time during the Term.
8.2 The Licensee must pay the Charges to the Licensor within the period of 30 days following the issuance of an invoice in accordance with this Clause 8.
8.3 The Licensee must pay the Charges by debit card, credit card, direct debit, bank transfer, or check.
8.4 If the Licensee does not pay any amount properly due to the Licensor under this Agreement, the Licensor may charge the Licensee interest on the overdue amount at the rate of 2% per annum above the Bank of America prime rate from time to time which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.
9. Warranties
9.1 The Licensor warrants to the Licensee that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
9.2 The Licensor warrants to the Licensee that the Software as provided will conform in all material respects with the Software Specification;
9.3 The Licensor warrants to the Licensee that the Software when used by the Licensee in accordance with this Agreement, will not breach any laws, statutes, or regulations applicable.
9.4 The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
9.5 The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
9.6 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
10. Acknowledgements and warranty limitations
10.1 The Licensee acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors, and bugs.
10.2 The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.
10.3 The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
10.4 The Licensee acknowledges that the Licensor will not provide any financial advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any liability on the part of the Licensee or any other person.
11. Limitations and exclusions of liability
11.1 The Licensor shall not be liable to the Licensee in respect of any loss of business, contracts, or opportunities.
11.2 The Licensor shall not be liable to the Licensee in respect of any special, indirect, or consequential loss or damage.
12. Termination
12.1 The Licensor may terminate this Agreement by giving to the Licensee not less than 30 days’ written notice of termination.
13. Effects of termination
13.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 8.2, 8.4, 11, 13, 15 and 16.
13.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
13.3 For the avoidance of doubt, the licenses of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.
14. Notices
14.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods using the relevant contact details set out in Clause 14.2:
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
14.2 The parties' contact details for notices under Clause 14 are as follows:
(a) in the case of notices sent by the Licensee to the Licensor,
spondooliofficial@gmail.com; and
(b) in the case of notices sent by the Licensor to the Licensee,
spondooliofficial@gmail.com.
14.3 The addressee and contact details set out in Clause 14.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 14.
15. General
15.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
15.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
15.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
15.4 Neither party may, without the prior written consent of the other party, assign, transfer, charge, license, or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
15.5 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party.
15.6 Subject to Clause 11.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.
16. Interpretation
16.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated, and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision. 16.2 The Clause headings do not affect the interpretation of this Agreement.
16.3 References in this Agreement to "calendar months" are to [the 12 named periods (January, February, and so on) into which a year is divided].
16.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters, or things.
EXECUTION
The parties have indicated their acceptance of this Agreement by agreeing to this document.
SCHEDULE 1 (SOFTWARE LICENSE PARTICULARS)
1. Specification of Software
SpondooliTM Teacher Edition
Compatible with SpondooliTM mobile phone app
Minimum Supported System Specifications:
4 GB RAM
5 GB Free Space
64-Bit Dual-Core Intel or AMD x86 Processor
DirectX 11 or above
Windows Vista 64-bit or above
2. Timetable
This license is valid until the end of the paid license period.
3. Software license
The software license provided for Spondooli Teacher Edition is on a per-student basis. This software license is only valid to be used by or for a licensed educational institution. Additional limits, for example, but not limited to specific education subjects and divisions, can be added at any time for any reason by the parties agreeing to this document, with previous written notice of no less than 48 hours. This license provides complimentary bug-fix and feature updates to the current version of Spondooli Teacher Edition until 30 days after the license expires.
4. Financial provisions
The listing price of Spondooli Teacher Edition is determined privately by the two parties before the signing of this document