BTL Group Limited END USER LICENCE AGREEMENT (“EULA”) for ContentProducer.
1.1 Document Information
ContentProducer EULA October 2011 version 2.0.
1.2 Notice to End User
PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE THAT ACCOMPANIES THIS LICENCE YOU AND THE ORGANISATION THAT YOU WORK FOR WILL BE DEEMED TO ACCEPT ALL THE TERMS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT (WHICH INCLUDE THE LICENCE AND WARRANTY PROVISIONS SET FORTH BELOW), OR YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANISATION, DO NOT PROCEED TO INSTALL OR USE THE SOFTWARE.
1.3 Definitions
"BTL" means BTL Group Limited whose registered office is at Salts Wharf, Ashley Lane, Shipley, West Yorkshire, United Kingdom, BD17 7DB.
"Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
“Documentation” means any explanatory written materials or files and any training documentation and information provided with the Software.
"Software" means BTL’s ContentProducer software as delivered over the internet with which this EULA is provided. The terms of this EULA also apply to upgrades, modified versions, updates, additions, and copies of the Software (if any) supplied by BTL.
“End User” or “You” refers to You and/or the organisation which employs You.
1.4 Licence Granted
Subject to the terms of this EULA, BTL grants to You a limited, non-exclusive and non-transferable licence to use the Documentation and install and use the Software for: (a) internal purposes; and (b) solely for the purpose of e-assessment supported by the relevant awarding body and/or BTL. Non-transferable means that You may not sell, distribute, assign, sub-license, loan, rent or trade the licence granted above to another party in any form.
1.5 Other Restrictions
You shall not copy the Documentation; permit simultaneous use of the Software by more users than agreed explicitly with BTL; use any source files, images, code, or components of the Software separately from the Software; reverse engineer, decompile, disassemble, translate or adapt the Software. Nor shall You attempt to create the source code from the object code of the Software unless explicitly permitted by applicable and mandatory law.
1.6 Copyright and BTL’s Proprietary and Confidential Information
The Software and Documentation are protected by copyright laws and international treaty provisions. Accordingly, You may not make any copies of the Software save that you may install and use it as per the terms of the licence granted above. Except as expressly stated herein, this EULA does not grant You any rights in the Software and Documentation and all rights not expressly granted are reserved by BTL. You will not remove the copyright notices from the Software or Documentation. You acknowledge and agree that the intellectual property associated with the Software and the Documentation, and any other non public information of a technical or commercial nature concerning BTL, the Software and the Documentation disclosed to You in connection with this EULA constitute BTL’s proprietary and confidential information and trade secrets, and You agree to hold such information in strictest confidence.You will protect the Software and Documentation in a manner consistent with BTL’s rights expressed in this EULA.
1.7 Warranties
BTL warrants that it has the right to license You to use the Software and Documentation. BTL does not warrant that the Software will meet Your requirements or that it is free from defects or errors, or that the operation of the Software will be uninterrupted. Except for the limited warranty provided above, the Software and the Documentation are provided “as is”. All other warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights are hereby disclaimed. If You have been provided with the Software from a vendor other than BTL, the vendor is not authorised to modify this EULA or to make any warranty, representation, or promise which differs from those in this EULA.
1.8 Limitation of Liability
Neither BTL nor its vendors shall be liable for any indirect, speculative, consequential, incidental and special damages hereunder including damages due to lost profits, loss of use or anticipated loss of use, or the inability to use the Software however arising. This limitation of liability shall not apply to liability for death or personal injury to the extent applicable law prohibits such limitation.
1.9 Termination
BTL may terminate this EULA immediately at any time by written notice to You if You have breached any of the terms of this EULA. Upon termination, the licence granted above will terminate and You agree to promptly uninstall all copies of the Software and destroy all copies of the Documentation. All provisions relating to confidentiality, BTL’s ownership and proprietary rights, limitation of liability, disclaimers of warranties and governing law shall survive the termination of this EULA.
1.10 Other Provisions
If any provisions of this EULA are invalid or unenforceable, those provisions shall be construed, limited, or modified to eliminate the invalidity or unenforceability, and the other provisions of this EULA shall remain unaffected.
You shall have no right to transfer or assign the licence above or the rights or obligations under this EULA in whole or in part, and any attempted transfer or assignment shall be null and void.
This EULA may only be modified by a written document that has been signed by both You and/or your organisation and BTL.
The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
A person who is not a party to this EULA has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this EULA but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
This EULA constitutes the entire agreement between You and/or your organisation and BTL with respect to the subject matter contained herein, and supersedes all previous agreements, representations, warranties, statements, negotiations, understandings and undertakings, whether verbal or written, pertaining to such subject matter. You represent and acknowledge that in entering into this EULA, neither You/your organisation has relied on any representations or warranties other than those expressly set forth in this EULA.
This EULA is governed by and interpreted in accordance with the laws of England and Wales and any dispute, controversy or claim arising out of or in connection with this EULA, or the existence, breach, termination or invalidity thereof, shall be settled in the Courts of England.
1.11 Address for all correspondence relating to this EULA
All notices or other communications to BTL shall be addressed to: Software Licences, BTL Group Ltd, Salts Wharf, Ashley Lane, Shipley, West Yorkshire, United Kingdom, BD17 7DB.
Email sales@btl.com; Tel +44 (0) 1274 203250; Fax +44 (0) 1274 203251; Web www.btl.com