By using the Securus online safety solution (“Securus”), and by your continued use of Securus you are deemed to have entered into an End User Licence Agreement (“EULA)” with Securus and you agree to strictly abide by the terms and conditions of use set out below and as may be changed from time to time, and published on the Securus website.
1 DEFINITIONS AND INTERPRETATION
- The definitions and rules of interpretation in this clause 1 shall apply in this Agreement.
- "Agreement" means this Agreement, which is subject to the terms and conditions herein and any other documents expressly incorporated or referred to;
- “Commencement Date” means the date on which the Licence starts and is documented in correspondence separately;
- “Customer” means the company or institution that has subscribed for Securus and is granted a Licence once payment of the relevant Licence Fee and any other charges has been made to Securus;
- "Documentation" means any documentation such as the operating manuals, user instructions, technical literature and other related materials the Licensor supplies to the Licensee in any form pursuant to this Agreement for aiding the use of Securus, including any part or copy of them;
- "Initial Term" means the period of twelve (12) months from the Commencement Date, or other longer period agreed in writing;
- "IPR" means all intellectual property rights including, without limitation, all patents, copyright, design rights, database rights (including rights in the design or structure of any database) trademarks, confidential know-how, database rights and all other similar rights (whether registered or unregistered) and all applications for the same anywhere in the world;
- "Licence" means the Licence specified in clause 2;
- “Licensor” means Securus;
- “Licensee” means You
- "Licence Fee" means the fee for the use of Securus as published by Securus from time to time, or as set out in the invoice or other written notification the Licensor sent to You;
- "Purpose" means use of Securus for the purposes of Online Safety
- “Product” means Securus and Documentation
- "Renewal Term" means the period defined in clause 8;
- “Securus” means Securus Software Limited trading as Securus, a limited liability company incorporated in England, registration number 04613837
- "Site" means the location(s) of the Customer;
- "Term" means the Initial Term and any Renewal Term, or either of them.
- “You” means Customer;
- “Your” means the possessive case of You;
- "Securus" means the software programs created which delivers an Online Safety service solution;
2 GRANT OF LICENCE
- 2.1 Subject to the terms and conditions of this Agreement, Securus grants to You a non-exclusive, non-transferable Licence to use Securus for the Purpose on the Site.
- 2.2 You may only use Securus in executable format for Your own use. You may not transfer or sublicense Securus to any third party, in whole or in part, in any form, whether modified or unmodified.
- 2.3 Securus may be used concurrently by the number of users documented in the invoice of the Licence. You agree to inform Securus if the number of users exceeds the number of users indicated in that invoice.
3 PERMITTED USE
- 3.1 You may use Securus solely for the Purpose.
- 3.2 You agree that You shall not:
3.3 You shall follow all lawful and reasonable instructions and directions that may be given by Securus from time to time in relation to the use of Securus and the Documentation.
3.4 You hereby grant permission to Securus to access all data arising from Your use of Securus mainly for the purpose of helping in improving the Product, including but not limited to improving and updating the data, provided that at all times the Securus’s use of access is both (i) aggregated and rendered anonymous; and (ii) complies with the Data Protection Act 1998.
3.5 You shall permit Securus or its agent on reasonable prior notice, to inspect and have access to the Site, to verify that the use of Securus by You is in accordance with the terms of this Agreement. Alternatively, You give Securus permission to, or Securus may require You to, operate and run a tool or program provided by Securus in order to verify that Your use of Securus complies with the terms of this Agreement.
- Decompile, reverse engineer or disassemble Securus or ant part thereof.
- Decrypt or otherwise derive source code from Securus.
- Use Securus in any manner that infringes the IPR of Securus or any other party;
- Make for any purpose (including without limitation for error correction), any alterations, modifications, additions or enhancements to Securus;
- Transfer or distribute (whether by licence, loan, rental, lease, sale or otherwise) or otherwise deal in, charge or encumber all or any part of Securus to any other person, or use Securus on behalf of any third party or permit the use of the same by any third party or make available the same to any third party;
- Make any copies of Securus;
- Translate or adapt the Documentation for any purpose nor arrange or create derivative works based on Securus; or
- Permit or authorise any third party to do any or all of the acts set forth in sub-clauses (a)-(g) of this clause 3.2.
4 CONSIDERATION TO SECURUS
- 4.1 You agree to pay the Licence Fees and any other charges agreed in writing as stated in the invoice from Securus within the terms stated on the invoice.
- 4.2 Licence fees are payable in advance of the Commencement Date and any date of Renewal Term.
- 4.3 Licence Fees are subject to Value Added Tax, Sales Tax or other relevant taxes due depending on the location of the service at the prevailing rate.
- 4.4 Late payment of the fees may cause a delay in delivery and Your access to Securus.
5.1 Securus shall at all times remains the property of Securus.
6 PROPRIETARY RIGHTS
- 6.1 You recognise that Securus regards Securus as its IPR and as confidential trade secrets of great value. You agree not to provide or to otherwise make available in any form Securus, or any portion thereof, to any person other than employees of Yours. You further agree to treat Securus with at least the same degree of care with which You treat Your own confidential information and in no event with less care than is reasonably required to protect the confidentiality of Securus and Securus.
- 6.2 You agree not to remove or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in Securus or which is visible during its operation or which is on any physical media or on any Documentation. You agree to include Securus’s proprietary markings in any copies of the Product made by You in compliance with this Agreement.
- 6.3 You shall notify Securus immediately if You become aware of any unauthorised access to, use, copying or disclosure of, any part of the Product by any person and shall permit Securus’s staff remote access to the Securus or access to the Site or such other location as Securus considers necessary or appropriate to ensure compliance.
7 YOUR OBLIGATIONS
- 7.1 To satisfy Yourself that Securus meets the needs of the Purpose, and it is Your sole responsibility to determine that Securus is ready for operational use by You for the Purpose before it is so used. If You are not qualified to make these assessments yourself, it is Your responsibility to engage the services of someone with requisite expertise who can make that assessment for You;
- 7.2 To ensure that the operating system and any other software with which Securus will be used is either the Your property or is legally licenced to You for use. You will indemnify Securus in respect of any claims by third parties and for all related costs, expenses or damages in the event of any alleged violation of third party proprietary rights which results in any claims against Securus.
- 7.3 Without limiting any of the provisions of clause 7.2 You shall fully and promptly indemnify Securus against any losses, damages, costs (including legal and other professional fees) and expenses incurred by or awarded against Securus as a result of Your breach of this Agreement or any negligent or wrongful act by You or Your officers, employees, contractors or agents.
This Agreement will commence on the Commencement Date and will continue for the Initial Term unless terminated earlier in accordance with this Agreement and shall automatically renew on expiry of the Initial Term for subsequent periods of 12 months duration as the Initial Term or as otherwise specified in any written notification Securus sends to You ("Renewal Term") provided that (a) You have not breached this Agreement and (b) You pay any charges due to Securus in respect of such Renewal Term, thirty days prior to the commencement of any Renewal Term or otherwise in accordance with Securus’s invoice.
- 9.1 Securus may terminate this Agreement (a) without cause, by giving not less than thirty (30) days' prior written notice to take effect at the expiry of the Initial Term or any Renewal Term or (b) immediately, if You fail to pay any sum due to Securus under this Agreement and such sum remains unpaid for fourteen (14) days after notice has been given to You that such sum has not been paid.
- 9.2 You may only terminate this Agreement without cause by giving not less than thirty (30) days' written notice prior to the expiry of the Initial Term or any Renewal Term, but will not be entitled to any refund of any Licence Fees paid under this Agreement.
- 9.3 Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other if the other:
9.4 In the event of termination of this Agreement for whatever cause, the Licence and accordingly Your right to use the Product shall automatically cease and at Securus’s option, You shall either return all copies of the Product or, delete, destroy or otherwise make them permanently unusable and certify to Securus in writing that this has been done within fourteen (14) days of the date of termination.
9.5 Termination of the Agreement, however caused, shall not affect the rights of either party under this Agreement that may have accrued up to the date of termination.
- Is in material breach of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy the breach within thirty 30 days of receipt of a written notice setting out the breach and indicating that failure to remedy the breach may result in termination of this Agreement; or
- Becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986, or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or notice has been received of a pending appointment of or the appointment of a receiver, manager, administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for its winding-up, or has a petition presented to any court for its winding up or for an administration order, or has ceased or threatened to cease to trade.
10 DELIVERY OF SOFTWARE
Securus shall use reasonable efforts to deliver Securus promptly after receipt of the Licence Fees. Updates or changes to Securus may be added or withdrawn or otherwise changed without notice. Securus does not warrant Securus to be error free, and You should take appropriate tests to ensure the service is as required for Your environment and use.
11 LIMITATION OF LIABILITY
Securus’s liability to You under any provisions of this Agreement for damages finally awarded shall be limited to the amount of the Licence Fee paid to Securus by You under the terms of this Agreement. In no event shall Securus be liable for any direct, indirect, incidental, loss of earnings or savings, loss of profits, loss of goodwill, special or consequential damages however caused. Securus will not be liable for any errors or omissions from Securus or the Documentation, Your use of them, the unavailability or interruption of service, and by using Securus You confirm you have not relied on any representation (oral or written) of any kind.
All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address of You and Securus. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail only on acknowledgement.
13 FORCE MAJEURE
Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control. For the avoidance of doubt, nothing in this clause 10 shall excuse You from any payment obligations under this Agreement. If any such event continues for more than ninety (90) days and provided substantial performance is still impeded, either party may terminate this Agreement forthwith by prior written notice without prejudice to the accrued rights of either party.
In the event that any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.
This Agreement and the Licences granted by it may not be assigned, sub-licenced, or otherwise transferred by You without the prior written consent of Securus.
16 ENTIRE AGREEMENT
This Agreement and any document expressly incorporated or referred to in it contains the entire and only agreement between the parties and supersedes all previous agreements between the parties with respect to the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation.
17 GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.
Date of these Terms and Conditions: 20th September 2017