Site License Agreement
Where The Licensee Is a School
This agreement is entered into by the school as named on the Quotation (Licensee) and FIC Technology Pty Ltd ACN 154 315 045, Unit 41/159 Arthur Street, Homebush West, NSW 2140, Australia(FIC), distributor of the edQuire software (Software). By using the Software, the Licensee agrees to the terms of this Agreement.
Licensee acknowledges that accuracy of edQuire results is subject to data collected ‘as is’ from school data systems and students’ computers not being erroneous, corrupted or falsified. The Software’s summary and analytical results and classification of websites accessed by the students are based on edQuire’s algorithms and opinions which may differ from the Licensee’s and which may apply differently for specific students and circumstances.
The Licensee acknowledges that the Software results are only a guide and do not constitute professional advice nor recommendations. It is the Licensee’s and its teachers’ responsibility to rely on their own evidence and professional judgment in interpreting this Software’s results for assessment of students and for deciding on appropriate steps in response to reported student behaviours and activities, such as for example, access to inappropriate or illegal websites.
Licensee also acknowledges that edQuire analyses and reports on educational parameters of computer use only; it is not a cybersafety product, it does not inspect text content and does not claim to detect or report on, or inhibit access to harmful or illegal websites other than possibly categorizing them as off-task and the Licensee agrees to rely on their existing internet filters and monitoring processes for provision of student cybersafety.
Prior to using the Software, the Licensee must ensure that its and its students’ computer hardware, software and configuration can successfully run and install the Software. The Licensee will not be entitled to a refund of the license fee and to the extent permitted by law, FIC will not be responsible or liable for any claim, loss or expense that you may suffer as a result of not being able to run and install the Software.
FIC grants the Licensee and each authorised student for the term of this Agreement, a non-exclusive, non-transferable, revocable licence to use the Software in Australia, during the period the Licensee has paid the relevant fees. The Licensee is not permitted to sub-licence, distribute or re-sell the Software to anyone else.
The number of students allowed to use this Software is limited to the student capacity, as described in the Quotation (Student Capacity) purchased by the Licensee.
FIC Intellectual Property.
All rights in the Software including the results produced by the Software but not limited to copyright, database rights, and other intellectual property rights, are owned and retained by FIC and the relevant licensors of embedded third-party software. As the Licensee, you hereby undertake to ensure that you do not alter, reverse engineer, decompile, disassemble or modify the Software or remove any protection used in the Software other than to make one temporary copy of the Software for back-up and security purposes, without the express consent of FIC.
The term of Licence and Subscription.
This Agreement is effective during the Subscription Period and any extension subject to early termination. FIC will use its best commercial endeavours to ensure the Software is operating at all agreed times but there may be interruptions for example due to maintenance or installation of upgrades.
Remedies for Implied Terms.
Provisions of theCompetition and Consumer Act 2010(Cth) and other laws in force from time to time in Australia may imply guarantees, warranties, conditions and impose obligations on FIC (Implied Terms). If the Implied Terms apply, to the extent permitted by law, FIC’s liability will be limited at its option to the resupply, repair or replacement of the Software or payment of the cost of such resupply, repair or replacement. Subject to the Implied Terms all representations, guarantees, conditions and warranties of any nature are expressly excluded. Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.
Exclusions of Liability.
Subject to any Implied Terms, to the fullest extent permissible by applicable law, FIC shall not be liable for any damages or loss (direct, indirect or consequential) of whatever nature arising from the Licensee or Licensee’s students’ use or inability to use the Software (eg. due to a virus) and in any case the maximum liability by FIC will be the amount the Licensee has paid FIC for use of the Software.
Technology & Improvements.
It is the responsibility of the Licensee and its students to keep their computers, networks, operating systems, and third-party software up-to-date and functional (including free from any virus). FIC reserves all rights to modify or enhance any existing Software during this Agreement. Any routine service updates made by FIC to the Software (such as minor improvements to the dashboard or the additional of minor features) shall be provided to the Licensee and be automatically included in this Agreement. Improvements and additional features made available by FIC as product upgrades (such as new modules) will be the subject of separate agreements between the parties.
In the event of a breach of any provision of this Agreement, the other party may terminate this Agreement by giving 30 days written notice to the defaulting party. Upon the expiration or termination of this Agreement, all rights granted to the Licensee under this Agreement shall be terminated and immediately reverted to FIC and the Licensee will cease using the Software and will remove and destroy any Software components installed on the Licensee’s or students’ computers and will confirm this has occurred in writing, if requested by FIC.
Jurisdiction and Disputes.
This Agreement shall be governed by the laws of New South Wales.
If any provision of this Agreement is held to be unenforceable, such holding will not affect the validity of the other provisions and the invalid provision shall be treated as if it was severed from the Agreement.
This Agreement and the Quotation constitutes the entire understanding between the parties with respect to the Software and subject matter and supersedes all prior representations. This Agreement may be varied in writing only and signed by an authorised FIC representative.
Students’ and Teachers’ Personal Information.
Privacy Collection Notice
To provide you with the results produced by the Software, FIC will collect from the Licensee the personal information about the Licensee, its students and teachers. For without it, FIC can’t provide you with the results. FIC will look after the personal information and in controlled circumstances, disclose the personal information to external organisations for limited business functions such as technology service providers including overseas recipients who complies with the Australian Privacy Principles.
FIC is authorised to use the edQuire trademark in Australia.
Rev 1.1, May 2017