CAMPUS LICENCE AGREEMENT terms and conditions.
"Agreement" the terms of this agreement, together with any materials available on the GoConqr platform (www.goconqr.com and www.examtime.com) or any and all of our other related websites, any and all of their subdomains, any and all of their mobile versions, together with access to databases and content and the opportunity to create and share content to you specifically incorporated by reference herein;
"Admin User(s)" the Customer's employees, representatives, consultants, contractors, agents or pupils who are licenced to use the Service and who have the authority to carry out administration tasks, including purchase of SmartLinks, SmartEmbeds and creating the Customer's Licensed User accounts;
"Licenced User(s)" The Customer's employees, representatives, consultants, contractors, agents or pupils who are Licenced to use the Service and who have been supplied with user identifications and passwords by the Customer (or at the Customer's request);
"Campus Licence Agreement" the agreement signed between the Company and the Customer;
"Confidential Information" information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 13;
"Content" all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, posts and other data or copyrightable materials or content, including the selection and arrangements contained or made available to the Customer in the course of using the Service;
"Effective Date" the date of execution of the Campus Licence Agreement;
"Fees" the fees payable by the Customer for the provision of the Services under this Agreement, details of which are set out in the Campus Licence Agreement;
"Intellectual Property Rights" all intellectual property rights including patents, trademarks, service marks, design rights, copyright, database rights, moral rights (whether or not any of these are registered and including any applications for registration of any such rights), inventions, know how, confidential information and trade secrets, together with all goodwill attaching or relating thereto, and all rights or forms of protection of a similar nature or having similar effect to any of these which may exist or come into existence in the future anywhere in the world;
"Super Administrator" The authorised user designated by the Customer as the primary personal responsible to GoConqr for the Campus, with the authority to manage the Campus settings and to desginated admin users.
"SmartLinks" Links which allow content to be shared with individuals who are not members of GoConqr. These links can be purchased by any Admin User and may be used by any individual to whom an Admin User has granted the SmartLinks permission.
"SmartEmbeds" Links which allow GoConqr content to be embedded on a website and include a form to obtain data from users.These links can be purchased by any Admin User and may be used by any individual to whom an Admin User has granted the SmartEmbeds permission.
"Premium User" a Licensed user who can access the portal and view and create private and public resources on the service;
"Received Data" any data, information or material provided or submitted by or on behalf of the Customer or any Licensed User to GoConqr in the course of using the Service;
"GoConqr Technology" GoConqr's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Customer by GoConqr in providing the Service;
"Service(s)" the right to use the GoConqr software as outlined in the Campus Licence Agreement signed between the parties and / or ancillary online or offline products and services (including Support Services) provided to the Customer by GoConqr, to which the Customer is being granted access under the Campus Licence Agreement, including the GoConqr Technology and the Content;
"Term Commencement Date" the date as specified in the Campus Licence Agreement signed between the parties;
"Term" the Initial Term (as as outlined in the Campus Licence Agreement), together with any Renewal Term.
SERVICE AND NETWORK AVAILABILITY
SERVICE FEES & BILLING
ACCOUNT INFORMATION, LICENSED USERS & DATA
INTELLECTUAL PROPERTY & INFRINGEMENT CLAIMS
Each party represents and warrants that it has the legal power and authority to enter into the Campus Licence Agreement.
DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITY
TERMS AND TERMINATION
6On termination of the Campus Licence Agreement for any reason:
If, at the end of the Initial Term (or, if applicable, at the end of the Renewal Term), the Campus Licence Agreement is not renewed then all Licensed Users will be re-classified as "Basic Users" of GoConqr and will have such entitlement to such quotas as are available to Basic Users at that time.
GoConqr shall have no liability to the Customer under the Campus Licence Agreement if it is prevented from or delayed in performing its obligations under the Campus Licence Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of GoConqr or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Any notice or other communication whether required or permitted to be given under the Campus Licence Agreement shall be given in writing and shall be deemed to have been duly given if delivered by hand to the addressee or sent by registered post to the addressee at the address set out for such party in the Campus Licence Agreement (or such other address as that party may from time to time designate in writing to the other parties in accordance with the provisions of this Clause). Any such notice shall be deemed to have been duly given if delivered, at the time of delivery, or if sent by registered post, forty eight hours after posting.
GOVERNING LAW AND JURISDICTION
The Campus Licence Agreement shall be governed by and construed in accordance with the laws of Ireland, and shall be subject to the exclusive jurisdiction of the Irish courts.