EULA – End User License Agreement
EULA - End User Licence Agreement
By registering for a user account and using this website or any portion thereof (“WEBSITE”), you agree to the following terms and conditions (the “Terms and Conditions”).
1. AGREEMENT between You and Wakefield Council
This EULA is a legally binding agreement between you and Wakefield Council and its affiliates or partners of any of the entities that publish the content of this WEBSITE (collectively referred to in this agreement as the “Change Toolkit”).
You intend to be legally bound to this EULA to the same extent as if Wakefield Council and you physically signed this EULA.
You are employed by a UK (United Kingdom) Public Sector organisation.
By downloading content or otherwise using the WEBSITE, you agree to be bound by the terms and conditions contained in this EULA.
If you do not agree to all of the terms and conditions contained in this EULA, you may not access or use the WEBSITE.
2. DEFINITION OF “WEBSITE”
This EULA governs your use of the Change Toolkit website or otherwise accompanied herewith (individually and collectively, the “WEBSITE”).
The term “WEBSITE” includes, to the extent provided by Wakefield Council:
a. any revisions, updates and/or functionality upgrades thereto
b. any data, images, files, databases, or similar items normally used or distributed with educational based websites
c. any associated media, documentation (including physical, electronic and on-line) and printed materials
3. USE OF WEBSITE
a. Wakefield Council grants you the non-exclusive, non-transferable, limited right and license to use this WEBSITE solely and exclusively for your personal use within a United Kingdom based public sector organisation.
b. You may not use the WEBSITE in any manner that could damage, disable, overburden, or impair the WEBSITE (or servers or networks connected to the WEBSITE), nor may you use the WEBSITE in any manner that could interfere with any other party’s use and enjoyment of the WEBSITE (or servers or networks connected to the WEBSITE).
c. You agree that you are solely responsible for (and that Wakefield Council has no responsibility to you or to any third-party for) your use of the WEBSITE, any breach of your obligations under the Terms and Conditions, and for the consequences (including any loss or damage which Wakefield Council may suffer) of any such breach.
d. You may not use the WEBSITE in any manner that is defamatory, offensive or otherwise objectionable in relation to your use of the WEBSITE;
e. Wakefield Council reserves the right to remove any WEBSITE content it considers will infringe any applicable laws, regulations or third party rights (such as material that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights).
The WEBSITE is managed by Wakefield Council and/or its licensor(s) and is protected by copyright laws and international treaties
5. GRANT OF LICENSE
The WEBSITE is not sold to you. Rather, it is licensed on a non-exclusive basis solely for use by you as a UK Public Sector employee under the terms of this agreement. Wakefield Council retains all title to and ownership of the WEBSITE and reserves all rights not expressly granted to you hereby.
6. SINGLE LICENSE ONLY
The WEBSITE may be accessed only through the Internet and approved UK Public Sector users are only granted permission to access the content designated for registered users only.
7. PROPRIETARY RIGHTS
You acknowledge that Wakefield Council and/or third parties own all right, title and interest in and to the WEBSITE and content, excluding content provided by you, that may be presented or accessed through the WEBSITE, including without limitation all Intellectual Property Rights therein and thereto.
“Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
You agree that you will not, and will not allow any third-party to,
a. Copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the WEBSITE or content that may be presented or accessed through the WEBSITE for any purpose, unless otherwise permitted,
b. Take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the WEBSITE,
c. Use the WEBSITE to access, copy, transfer, trans-code or retransmit content in violation of any law or third-party rights, or
d. Remove, obscure, or alter Wakefield Council’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the WEBSITE.
8. SENSITIVE PERSONAL DATA
You acknowledge that:
a. Wakefield Council and/or third parties are not responsible for the consequences of any property damage, personal identity theft, loss of material belongings, personal injury, harm, and/or personal health or medical conditions, and/or any negative occurrence, activity, and/or situation having occurred as a result of entering and storing personal information and/or sensitive information through the use of the WEBSITE, and that
b. you acknowledge that, after having read this Agreement, that you UNDERSTAND, and AGREE to the precautionary advice to NOT use ACTUAL personal non-work related contact information, and to NOT share, store, and/or transfer the registered user-only data contained within the WEBSITE on public and/or non-secure networks, which includes both wired and wireless networks. You agree to own the risks of such actions and to not hold Wakefield Council and/or third parties accountable for any and all consequences of actions and behaviour that is not in accordance with the above advice.
9. OFF-LINE COPIES
You may make archival copies of the data contained herein, which may only be used for distribution to others within your own UK public sector based organisation.
10. NO TRANSFER OF LICENSE
You may not transfer your license or access rights of the WEBSITE to anyone. Also you may not sub-license any of your rights granted by this agreement.
11. DE-COMPILING, DISASSEMBLING OR REVERSE ENGINEERING
You acknowledge that the WEBSITE contains proprietary information of Wakefield Council and/or its licensor(s). You may not decompile, disassemble or otherwise reverse engineer the WEBSITE code, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the WEBSITE.
This license grants you the right to request enhancements, bug fixes, patches or updates to the WEBSITE and to submit support inquiries if the WEBSITE does not function as expected.
Wakefield Council may entirely at its own discretion agree to requests for enhancements, bug fixes, patches or updates to the WEBSITE or to act upon support inquiries if the WEBSITE does not function as expected but it is not legally obliged to do so.
UPDATES are defined as new versions of WEBSITE functionality or compatibility fixes to guarantee operation with certain web browser applications and/or technologies. Available UPDATES are offered free of charge (this does not include any costs for your internet connection and/or the transfer itself and/or any other costs in relation to obtain UPDATES) by Wakefield Council.
This agreement is binding you as well as to your employees, employers, contractors and agents and any successors and assignees, family members, friends, co-workers, acquaintances of any type, that for one reason or another, with or without your permission, gain access to and use the WEBSITE’s registered user content on your device or personal computer. This agreement is the entire agreement between us and supersedes any other understandings or agreements. If a single term or condition of this agreement is or will become invalid, all other terms and conditions of this agreement remain valid and untouched. For such a case, both parties commit themselves to replace the invalid term and/or condition with a valid term and/or condition which is almost equal to its legal, economic and technical meaning. Place of jurisdiction is The United Kingdom.
14. LICENSE TERMINATION
The license granted to you is valid until termination. You may terminate it at any time by cancelling your registered user account on the WEBSITE. The license will also terminate automatically without any notice from Wakefield Council if you fail to comply with any term or condition of this agreement. You agree upon such termination to stop using any content downloaded or obtained from the WEBSITE (including any portions or copies thereof). Upon termination, Wakefield Council may also enforce any rights provided by law. The terms and conditions of this agreement that protects the proprietary rights of Wakefield Council and/or third parties will continue in force after termination.
These Terms and Conditions will continue to apply until terminated by either you or Wakefield Council as set forth below. You may terminate these Terms and Conditions at any time by cancelling your registered user account on the WEBSITE. Your rights automatically and immediately terminate without notice from Wakefield Council or any Third Party if you fail to comply with any provision of these Terms and Conditions. In such event, you must immediately stop using the WEBSITE.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Wakefield Council and its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or accruing from your use of the WEBSITE, including downloading, installing, or and/or using content from the WEBSITE, and/or your violation of these Terms and Conditions.
17. THIRD PARTY BENEFICIARY
Leeds City Council, John Fisher and Save9 Ltd are third party beneficiaries of this EULA. Under this agreement they will have the right (and you will be deemed to have accepted the right) to enforce the EULA against the end-user as a third party beneficiary thereof.
18. DISCLAIMER OF WARRANTIES
a. WAKEFIELD COUNCIL DOES NOT WARRANT THAT THE TOOLS CONTAINED IN THE WEBSITE WILL MEET YOUR REQUIREMENTS AND/OR NEEDS, AND/OR THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM MALICIOUS CODE (“MALICIOUS CODE” MEANS ANY PROGRAM CODE DESIGNED TO CONTAMINATE OTHER COMPUTER PROGRAMS AND/OR COMPUTER DATA, CONSUME COMPUTER RESOURCES, MODIFY, DESTROY, RECORD, OR TRANSMIT DATA, OR IN SOME OTHER FASHION USURP THE NORMAL OPERATION OF THE COMPUTER, COMPUTER SYSTEM OR COMPUTER NETWORK, INCLUDING VIRUSES, TROJAN HORSES, DROPPERS, WORMS, LOGIC BOMBS, AND THE LIKE).
b. THIS WEBSITE IS PROVIDED AS IT IS WITHOUT ANY WARRANTY OF ANY KIND. WAKEFIELD COUNCIL IS NOT OBLIGATED TO PROVIDE ANY UPDATES, UPGRADES OR TECHNICAL SUPPORT FOR THIS WEBSITE. FURTHER, WAKEFIELD COUNCIL SHALL NOT BE LIABLE FOR THE ACCURACY OF ANY INFORMATION PROVIDED ON THE CHANGE TOOLKIT WEBSITE OR ANY THIRD-PARTY NOR FOR ANY DAMAGES CAUSED, EITHER DIRECTLY OR INDIRECTLY, BY ACTS TAKEN OR OMISSIONS MADE BY YOU AS A RESULT OF SUCH INFORMATION.
c. YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE WEBSITE CONTENT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE AND RESULTS OBTAINED FROM THE WEBSITE. YOU ALSO ASSUME THE ENTIRE RISK AS IT APPLIES TO THE QUALITY AND PERFORMANCE OF THE WEBSITE.
d. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
e. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
f. WAKEFIELD COUNCIL FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE WEBSITE.
g. THE WEBSITE IS NOT INTENDED FOR USERS WHO ARE INVOLVED ANY ACTIVITIES IN WHICH THE FAILURE AND/OR USE OF THE WEBSITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
h. IN NO CASE, WAKEFIELD COUNCIL OR ITS LICENSOR(S) WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR CONTRACTS, LOST ANTICIPATED SAVINGS, LOST BUSINESS, LOST GOODWILL, WASTED MANAGEMENT OR OFFICE TIME, LOSS OR DAMAGE CAUSED TO ANY EQUIPMENT OR SOFTWARE, LOST INCOME OR REVENUES OR LOST DATA OR ANY OTHER LOSS OR DAMAGE OF ANY KIND WHETHER ARISING FROM OR RELATING TO THE ACCESS, USE OR INABILITY TO USE THE WEBSITE OR TOOLS CONTAINED WITHIN IT OR ANY MATERIALS POSTED ON IT OR THIS AGREEMENT, EVEN IF WAKEFIELD COUNCIL OR ITS LICENSOR(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WAKEFIELD COUNCIL AND ITS AFFILIATES AND LICENSOR(S) TO THE FULLEST EXTENT PERMITTED BY LAW HEREBY EXPRESSLY EXCLUDE :
ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY; AND
ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY YOU IN CONNECTION WITH OUR WEBSITE OR IN CONNECTION WITH YOUR ACCESS, USE , INABILITY TO USE, OR THE RESULTS OF THE USE OF THE WEBSITE OR IN CONNECTION WITH THE TOOLS CONTAINED WITHIN THE WEBSITE OR ANY MATERIALS POSTED ON IT, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF GOODWILL, WASTED MANAGEMENT OR OFFICE TIME, LOSS OR DAMAGE CAUSED TO ANY MOBILE DEVICE, EQUIPMENT OR SOFTWARE, LOSS OF INCOME OR REVENUE, LOSS OF DATA OR ANY OTHER LOSS OR DAMAGE OF ANY KIND HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
USE OF THE WEBSITE AND THE TOOLS CONTAINED IN THE WEBSITE ARE AT YOUR OWN RISK.
a. These Terms and Conditions constitute the entire Agreement between you and Wakefield Council relating to the WEBSITE and govern your use of the WEBSITE, and completely replace any prior or contemporaneous agreements between you and Wakefield Council regarding the WEBSITE.
b. The failure of Wakefield Council to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to Wakefield Council.
c. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions is invalid, then that provision will be removed from the Terms and Conditions without affecting the rest of the Terms and Conditions. The remaining provisions of these Terms and Conditions will continue to be valid and enforceable.
d. The rights granted in these Terms and Conditions may not be assigned or transferred by you without the prior written approval of Wakefield Council. You are not permitted to delegate your responsibilities or obligations under these Terms and Conditions without the prior written approval of Wakefield Council.
e. These Terms and Conditions and your relationship with Wakefield Council under these Terms and Conditions will be governed by the laws of The United Kingdom. You and Wakefield Council agree to submit to the exclusive jurisdiction of the courts located within The United Kingdom to resolve any legal matter arising from these Terms and Conditions.