This licence agreement (“Licence”) is a legal agreement between you (“Licensee”, “you”, or “your”) and Lion Academy Trust incorporated and registered in England and Wales with company number 08171341 whose registered office is at Barclay Primary School, 155 Canterbury Road, London E10 6EJ (“Licensor”, “us” or “we”)for:
We license use of the Content to you on the basis of this Licence. We do not sell the Content to you. We own or are licensees of the Content and nothing in this Licence transfers any ownership rights to you.
We use an online collaborative whiteboard platform marketed by Realtimeboard, Inc. under the brand name “Miro”. Our access and use of Miro is subject to the terms of a licence from Realtimeboard, Inc. to us. Any content but particularly lesson plans in the form of an interactive form of presentation, which is made available by Miro (“Miro Content”) is excluded from this Licence. You acknowledge that we do not have the right to grant you access to Miro Content nor do we hold ourselves out as having any right to grant you any permission to use any Miro Content which we may draw your attention to from time to time. Your access to Miro Content is in your complete discretion and any access or use you make of Miro Content shall be exclusively governed by the terms of a licence between you and Miro as further described in clause 5.7.
REQUIRED LICENSES: YOUR USE OF THE MIRO CONTENT REQUIRES USE OF MIRO; AN ONLINE COLLABORATIVE WHITEBOARD PLATFORM WHICH IS OWNED BY THE THIRD PARTY REALTIMEBOARD, INC.
IMPORTANT NOTICE TO ALL USERS:
BY CLICKING ON THE "SUBMIT" BUTTON YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 5.
You should print or download a copy of this Licence for future reference.
1 Grant and scope of licence
1.1 This clause 1.1 is subject to clause 1.3 and clause 1.4. In consideration of payment by you of the agreed fee (“Licence Fee”) and you agreeing to abide by the terms of this Licence, we grant to you a limited, terminable, non-exclusive, non-transferable with no right to grant sub-licences, licence to use the Content in the UK for the purposes of internal teaching purposes and subject to the terms of this Licence.
1.2 Subject to the agreed Licence Fee, this Licence shall commence on the date on which you accept the terms of this Licence (“Commencement Date”) and shall, subject to the rights granted under clause 1.3, automatically expire: (a) one (1) year from the Commencement Date where the Licence Fee is for a single year; or three (3) years from the Commencement Date where the Licence Fee is for three (3) years.
1.3 Subject to payment of the Licence Fee, as part of the Content we shall provide to you a limited number of printed materials regarding the education curriculum (“Printed Materials”). These Printed Materials are excluded from the scope of licence granted under clause 1.1 and the restrictions under clause 2.1.
1.4 For the Printed Materials only, we grant to you a non-exclusive, perpetual, non-terminable, non-transferable with no right to grant sub-licences, licence to use the Printed Materials in the UK for the purposes of internal teaching purposes. This clause 1.4 shall survive expiry or termination of this Licence.
2 Restrictions
2.1 Except as expressly set out in this Licence or as permitted by law, you undertake:
2.1.1 not to copy the Content;
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content;
2.1.3 not to issue or communicate copies of the Content to the public where public is deemed to mean any person (natural or legal) who is not under the terms of an employment contract with you;
2.1.4 not to make any adaptation or do any act listed in clauses 2.1.1 to 2.1.3 in relation to an adaptation;
2.1.5 not to make alterations to, or modifications of, the whole or any part of the Content , nor (excluding the terms of your Miro Licence) permit any part of it to be combined with, or become incorporated in, any other program, material or content, digital or otherwise;
2.1.6 to keep all copies of the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Materials;
2.1.7 to supervise and control use of the Content and ensure that the Content is used by your employees in accordance with the terms of this Licence;
2.1.8 to include our copyright notice on all copies you make of any of the Materials on any medium;
2.1.9 not to provide or otherwise make available the Content in whole or in part, in any form to any person other than your employees without prior written consent from us; and
2.1.10 not use the Portal via any communications network or by means of remote access unless you have adequate information and cyber security systems and processes in place.
3 Intellectual property rights
3.1 You acknowledge that all intellectual property rights in the Content anywhere in the world belong to us or our third party licensors and, that rights in the Content are licensed (not sold) to you, and that you have no rights in, or to, the Portal or the Materials other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Portal in source code form.
3.3 If you become aware of any infringement by any third party of our intellectual property rights in the Portal or the Materials, you will promptly notify us and provide us with all assistance required by us for the purpose of bringing, settling or disputing any infringement against such third party.
4 No warranty
4.1 We do not warrant nor make any representation that any of the Content (in whole or in part) does not, nor will not infringe the intellectual property rights, or statutory or common law rights, of any third party.
5 Limitation of liability
5.1 You acknowledge that the Content has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Content meet your requirements.
5.2 We supply the Content for internal use by your business, and you agree not to use or attempt to use the Content for any re-sale purposes.
5.3 We shall not, under any circumstances, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
5.3.1 loss of profits, sales, business, or revenue;
5.3.2 business interruption;
5.3.3 loss of anticipated savings;
5.3.4 loss or corruption of data or information;
5.3.5 loss of business opportunity, goodwill or reputation; where any of the losses set out in clause 5.3.1 to 5.3.5 are direct or indirect; or
5.3.6 any special, indirect or consequential loss, damage, charges or expenses.
5.4 Other than the losses set out in clause 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Licence Fee. This maximum cap does not apply to clause 5.6.
5.5 The time limit for bringing any claim for a direct breach of this Licence shall be three (3) months from the date upon which the event giving rise to the claim occurred or three (3) months from the date upon which the event giving rise to the claim should reasonably have been known by you. This time limit does not apply to clause 5.6.
5.6 Nothing in this Licence shall limit or exclude our liability for:
5.6.1 death or personal injury resulting from our negligence;
5.6.2 fraud or fraudulent misrepresentation;
5.6.3 any other liability that cannot be excluded or limited by English law.
5.7 Any use by you of Miro or any other third party platform provider is subject to the terms of an agreement between you and the owner of such third party platform. We have no control and have no liability for any third party platform you use or any content made available to you by any third party platform provider and particularly the platform under which the Miro Content is made available, including its security, functionality, operation, availability or interoperability or how any third party platform or its providers use any of their customer’s data.
5.8 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Content. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Content which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6 Indemnity
6.1 You hereby agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by us arising out of or in connection with any actual or alleged (including notice of any intention to make or allege to make) infringement of a third party’s intellectual property rights arising out of or in connection with your use of the Content.
6.2 This indemnity shall apply whether or not We have been negligent or at fault or whether any liability arising under the indemnity provided at clause 6.1 was known by Us or was within either party’s reasonable contemplation and whether such liability arises before, during or after the term of this Licence.
7 Termination
7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.2 We may (at our option) suspend or terminate this Licence immediately by written notice upon receipt by us of notice that the Content infringes the rights of a 3rd party. We will refund to you that portion of the Licence Fee for the period of time for which the Content is not available.
7.3 On termination for any reason:
7.3.1 access to the Portal shall be suspended or terminated (as applicable);
7.3.2 all rights granted to you under this Licence shall cease;
7.3.3 you must immediately cease all activities authorised by this Licence; and
7.3.4 you must immediately and permanently delete or remove all Materials from all computer equipment in your possession or under your control, and immediately destroy or return to us (at our option) all copies of the Materials then in your possession, custody or control and, in the case of destruction, in our absolute discretion, certify to us that you have done so.
7.4 For the avoidance of doubt Printed Materials are excluded from the obligations under this clause 7.
8 Communications between us
8.1 We may update the terms of this Licence at any time on notice to you in accordance with this clause 8. Your continued use of the Content following the deemed receipt and service of the notice under clause 8.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Content on the deemed receipt and service of the notice.
8.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your registration for access to and use of the Content.
8.3 Note that any notice:
8.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
8.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
8.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
9 Events outside our control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 9.2.
9.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
9.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
9.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
10 How we may use your personal information
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Portal and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in [LINK TO PRIVACY NOTICE] and it is important that you read that information.
11 Other important terms
11.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
11.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
11.3 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
11.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing and that will not mean that we will automatically waive any later default by you.
11.5 Each of the terms of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect.
11.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales provided that we may seek injunctive relief in any court of competent jurisdiction.