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Between
The Licensor:
Lantiv International
Web Site: www.lantiv.com
E-Mail: contact@lantiv.com
And
The Licensee
Whereas:
- Lantiv is a company registered in Israel and engaged in program development;
- Lantiv has developed an original computer program called “Lantiv Scheduling Studio” for automatic and interactive design and management of a school timetable (hereinafter: “the Program”)
- The Licensee desires to purchase the right to use one copy of the Program (hereinafter: “the Software”) together with the License to install the Software on its computer/s as specified in the Order Details below;
1. Order Details
- Program: Lantiv Scheduling Studio, Version 7
2. The License
The Licensor is the sole and exclusive owner of the Program referred to in the foregoing Order Details and upon execution of this Agreement, the Licensor hereby grants and the Licensee hereby accepts a non-exclusive, non-transferable License to "Use" (as hereinafter defined) the Software selected by the Licensee, all as specified in the foregoing Order Details and upon the terms and subject to the conditions contained herein.
This License entitles the Licensee to:
- Receive one copy of the Program
- Load, install and Use the Software in the number of computers as specified in the Order Details;
- Use the Software in accordance with the provisions of Clause 4 of this License;
- Receive online technical support;
- Receive the Licensor's bulletin reports of errors and "patches" and receive such new updates of the Software incorporating the same;
- Receive information on the availability of upgraded versions of the Program and their price.
For the purposes of this License, upgraded versions of the Program shall mean enhancements, improvements or modifications of the Software.
3. Parties
This Agreement is made BETWEEN Lantiv (the "Licensor" which expression shall include its subsidiaries, agents, and assigns) AND the "Licensee", details of whom are set out on the first page of this Agreement.
4. Issue and Use of Software
- Upon acceptance of the Agreement, the School Principal of the Licensee will sign and stamp it in the name of the School and send it to the Licensor by facsimile.
- The Licensor will sign the Agreement and return it to the Licensee by facsimile.
- Within 14 days of receipt of Agreement with the Licensor’s signature, the Licensee shall pay and transfer the full amount of the License Fee to the Licensor to the bank account specified by the Licensor and inform the Licensor (by E-Mail) about the transfer of the full amount of the License Fee to the Licensor. If payment is not received by the Licensor within the set time, the Agreement shall be void and null.
- Within 3 days after receipt of the License Fee, the Licensor will create a private page of the Licensee at Lantiv’s Internet web site and notify (by E-Mail) the Licensee of his “Client Number” and the “Password” that will enable him to use the private page.
- From his private page the Licensee will download file(s) of the Software.
- On the day of the installation of the Software, the Licensor will give the Licensee the secret Activation Code (one for each computer) needed to use the Software. In order to issue the Activation Code, the Licensor will need to know the Program Code of the computer on which the Software is installed. The Licensee will send his Program Code to the Licensor via E-Mail: activate@lantiv.com.
- There is a unique Activation Code for each computer on which the Software is installed. All Activation Codes received by the Licensee are to remain secret, and not be disclosed to any third party.
- Within 14 days after receipt of the License Fee, the Licensor shall issue and mail to the Licensee a receipt for the payment.
- For the purposes of this Agreement, "Use the Software" shall mean and include:
- Utilisation of the Software by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk, CD ROM or other storage device) of the computer for the processing of the computer instructions or statements contained in such Software;
- Utilising (but not copying) the instructional and/or operational manuals relating to the Software.
5. License Fee
- The License Fee specified in the Order Details is payable in advance unless otherwise agreed in writing by the Licensor.
- An additional charge is payable for each computer upon which the Licensee wishes to Use the Software in excess of the number specified in the Order Details.
- All charges hereinbefore referred to are exclusive of and net of any taxes, duties or such other additional sums including, but without prejudice to the foregoing generality, value added/purchase tax, excise tax, (tax on sales, property or use), import or other duties, and whether levied in respect of this Agreement, the Program, its use or otherwise.
6. Technical Support
6.1 Support Provided under this Agreement shall include:
- On-line support – questions and answers, discussion groups, etc. will be available on the "Support" page of the Lantiv's Internet web site: www.lantiv.com, and via E-Mail: support@lantiv.com.
- In order to correct a specific error, the Licensor may request that a copy of the school data file be sent to it. In this case the Licensee must make a backup copy and upload it to the private page of the Licensee at Lantiv’s Internet web site.
- The Licensor may, in its sole discretion, correct errors by "patch" or by new version.
- Information on availability of new versions of the Program.
6.2 Support Charges
- Online (e-mail, web-site forum and questions and answers in the client login section) support shall be given without charge.
6.3 Support not included
- Support of other software, accessories, attachments, machines, systems or other devices not supplied by the Licensor nor listed in the Order Details;
- Attendance to faults caused by using the Software outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Software; or caused by operator error or omission;
- Diagnosis and/or rectification of problems not associated with the Software.
7. Licensee's Undertakings
The Licensee undertakes not to perform any of the acts referred to in this sub clause (a) except to the extent and only to the extent permitted by the applicable law to the Licensee as a lawful user (i.e. a party with an express right to use) of the Software and only then for the specific limited purposes stated in such applicable law or hereunder.
The Licensee undertakes:
- Not to copy the Software (other than for normal system operation and as specified in Clause 4 above) nor otherwise reproduce the same provided that the Licensee may copy the Software for back-up purposes;
- Not to translate, adapt, vary, or modify the Software;
- Not to disassemble, decompile or reverse engineer the Software.
- To maintain accurate and up-to-date records of the number and location of all copies of the Software which are to be stored in a secure manner to prevent theft or tampering by unauthorised personnel;
- To supervise and control Use of the Software in accordance with the terms of this License;
- To replace the current version of the Software with the updated or upgraded version forthwith upon receipt; for this purpose, to check once every two weeks the private page of the Licensee at the Lantiv internet site and download and install any update, if available;
- To reproduce and include the copyright notice of the Licensor on all and any copies;
- Not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than the Licensee's employees without prior written consent from the Licensor;
- Within fourteen (14) days after the date of termination or discontinuance of this Agreement for whatever reason, to return or destroy (as the Licensor shall instruct) the Software and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Software received from the Licensor or made in connection with this License and all documentation relating thereto and to furnish the Licensor with a certificate, certifying that the same has been done, unless the Licensee has obtained the Licensor's prior written authorisation to retain one copy for archive purposes only or for such other purpose which the Licensor may authorise together with any conditions the Licensor may impose in respect of such continued retention.
8. Licensor's Liability
- The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this License, the Software, its use or otherwise, except to the extent to which it is unlawful to exclude such liability under the applicable law.
- Notwithstanding the generality of (a) above, the Licensor expressly excludes liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its Use or in respect of equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
- In the event that any exclusion contained in this License shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the License Fee.
9. Copyrights, Patens, Trade Marks and Other Intellectual Property Rights
- The Licensee acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Software including all documentation and manuals relating thereto, are and shall remain the sole property of the Licensor. The Licensee shall not during or at any time after the expiry or termination of this License in any way question or dispute the ownership by the Licensor thereof.
- In the event that new inventions, designs or processes evolve in performance of or as a result of this License, the Licensee acknowledges that the same shall be the property of the Licensor unless otherwise agreed in writing by the Licensor.
- The Licensee shall indemnify the Licensor fully against all liabilities, costs and expenses which the Licensor may incur as a result of work done in accordance with the Licensee's specifications involving infringement of any patent or other proprietary right.
10. Warranty
- The Licensee acknowledges that Software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this License.
- In the event that the Licensee discovers a material error which substantially affects the Licensee's use of the same and notifies the Licensor of the error within 90 days from the date of this License (the "warranty period") the Licensor shall at its sole option either refund the license fee or use all reasonable endeavours to correct by patch or new release (at its option) that part of the Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
- To the extent permitted by the applicable law, the Licensor disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
- Although the Licensor does not warrant that the Software supplied hereunder shall be free from all known viruses, it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging but the Licensee is solely responsible for virus scanning the Software.
11. Indemnity
- The Licensor agrees to indemnify and defend at its own expense the Licensee from and against any and all claims of infringement of copyright, patents, trade marks, industrial designs, or other intellectual property rights affecting the Software PROVIDED THAT (i) the Licensee shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in any copyright, patent, trade mark or other rights as hereinbefore provided, and (ii) the Licensee shall have exercised a reasonable standard of care in protecting the same; failing which, the Licensee shall indemnify the Licensor against all actions, proceedings, costs, claims and expenses incurred in respect thereof.
- The Licensee undertakes that the Licensor shall be given prompt notice of any claim specified in (a) above that is made against the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion and the Licensee shall give such assistance as the Licensor may reasonably require to settle or oppose any such claims.
- In the event that any such infringement occurs or may occur, the Licensor may at its sole option and expense:
- Procure for the Licensee the right to continue using the Software or infringing part thereof; or
- Modify or amend the Software or infringing part thereof so that the same becomes non-infringing; or
- Replace the Software or infringing part thereof by other software of similar capability; or
- Repay to the Licensee the license fee relating to the whole or the infringing part of the Software.
12. Confidential Information
- All information, data, drawings, specifications, documentation, software listings, password, client number and "Activation Code", which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this License and that it shall not at any time during or after expiry or termination of this License, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent.
- Subject only to the specific, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
- The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.
13. Force Majeure
The Licensor shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this License arising by reason of force majeure, namely, circumstances beyond the control of the Licensor which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, terrorism, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority, war; inability to supply the Software, materials, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the parties hereto and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of either of the parties hereto or any other employer).
14. Termination
- In addition to provisions for termination as herein provided, the Licensor may by notice in writing to the Licensee terminate this License if any of the following events shall occur, viz.:
- If the Licensee is in breach of any term, condition or provision of this License and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the Licensor;
- If the Licensee, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts.
- Upon termination, the Licensee shall pay to the Licensor all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, this License or otherwise.
- Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this License or in law.
15. Assignment
The Licensee shall not assign or otherwise transfer all or part of the Software or this License without the prior written consent of the Licensor.
16. Waiver
Failure or neglect by the Licensor to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Licensor's rights hereunder nor in any way affect the validity of the whole or any part of this License nor prejudice the Licensor's rights to take subsequent action.
17. Headings
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this License.
18. Severability
In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
19. Notices
Any notice to be given by either party to the other may be sent by recorded delivery to the address of the other party as appearing herein or such other address as such party may from time to time have communicated to the other in writing and if so sent shall be deemed to be served [10] days following the date of posting.
20. Jurisdiction
The parties hereby agree that the License concluded between them and constituted on these terms and conditions shall be construed in accordance with Israeli Law.
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