CAMPUS LICENCE AGREEMENT terms and conditions.

  1. DEFINITIONS

    "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.

    "Terms and Conditions" the terms of use applicable to the use of the Services, as available on the GoConqr website.

  2. LICENSE GRANT

    1. Examtime Limited T/A GoConqr, a limited liability company incorporated in Ireland (registered no. 495899), whose registered office is at Unit 2B, Parkview House, Beech Hill Office Campus, Clonskeagh, Dublin 4, grants to the Customer a non-exclusive, worldwide, non-assignable licence to use the Services (as defined on the Customers Campus Licence Agreement) for the Term for the Customer's internal purposes only.
    2. The rights granted under the Campus Licence Agreement are restricted to the number of Admin Licences and User Licences as specified in the signed Campus Licence Agreement between the parties. In the event that the Customer wishes to increase the maximum permitted number of User Licences the Customer shall inform GoConqr and the Campus Licence Agreement shall be amended accordingly.
    3. Each Admin and Licenced User will be required to agree to GoConqr's Terms and Conditions.
  3. LICENCE RESTRICTIONS

    1. The Customer may not:
      1. licence, sub-licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content or the GoConqr Technology in any way;
      2. modify or make derivative works based upon the Service or the Content or the GoConqr Technology;
      3. "frame" or "mirror" any Content on any other server or wireless or Internet-based device;
      4. reverse engineer or access the Service or the GoConqr Technology in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Service, copy any ideas, features, functions or graphics of the Service;
      5. use the Services for any number of Licensed Users in excess of the maximum number of Licensed Users as set out in the Campus Licence Agreement; or
      6. publish or distribute externally any results of any use of the Services for any form of benchmarking or software comparison purposes.
    2. The Customer may not:
      1. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
      2. send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or that violates any third party privacy rights;
      3. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
      4. interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
      5. attempt to gain unauthorised access to the Service or its related systems or networks.
  4. SERVICE AND NETWORK AVAILABILITY

    1. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. GoConqr is not responsible for any delays, delivery failures, or other damage resulting from such problems.
    2. Periodically GoConqr may need to schedule maintenance periods and during such periods the Services will not be available to the Customer. GoConqr will endeavour that such maintenance is scheduled to ensure minimum disruption to the Customer.
    3. GoConqr does not guarantee network availability between the Customer and the GoConqr hosting servers, as network availability can involve third parties and is beyond the control of GoConqr. GoConqr will not be liable for any downtime caused by its internet provider nor for any downtime that the Customer experiences as a result of its own network connectivity issues.
    4. The Customer shall:
      1. obtain and shall maintain all necessary licences, consents, and permissions necessary for GoConqr, its contractors and agents to perform their obligations under the Campus Licence Agreement, including without limitation the Services;
      2. ensure that its network and systems comply with the relevant specifications provided by GoConqr from time to time; and
      3. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to GoConqr's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet
    5. If the Customer experiences a service outage and is unable to access the Services, the Customer must immediately contact GoConqr's helpdesk and notify GoConqr of the service outage, providing all necessary information that may assist GoConqr's technical support in determining the cause of the outage.
  5. SERVICE FEES & BILLING

    1. The Fees for use of the Services are as set out in the Campus Licence Agreement and the Customer agrees to pay the Fees. All payment obligations are non-cancellable and all amounts paid are non-refundable. Payment terms are strictly 7 days from date of invoice.
    2. All pricing terms are confidential, and the Customer agrees not to disclose them to any third party.
    3. The Customer agrees to provide GoConqr with complete and accurate billing and contact information. This information includes the Customer's full name, street address, e-mail address, and name and telephone number of an authorised billing contact and Licence Administrator. The Customer agrees to update this information within thirty (30) days of any change to it.
    4. If the contact information provided is false or fraudulent, GoConqr reserves the right to terminate the Customer's access to the Services in addition to any other legal remedies.
    5. Admin Users may purchase SmartLinks and SmartEmbeds through the GoConqr Campus interface. The customer agrees to pay for all SmartLinks and SmartEmbeds purchased by Admin Users, either by credit card in advance or within 7 days from date of invoice.
  6. ACCOUNT INFORMATION, LICENSED USERS & DATA

    1. GoConqr does not own 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 ("Received Data").
    2. The Customer, not GoConqr, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Received Data.
    3. In the event of any loss or damage to Received Data, the Customer's sole and exclusive remedy shall be for GoConqr to use reasonable commercial endeavours to restore the lost or damaged Received Data. GoConqr shall not be responsible for any loss, destruction, alteration or disclosure of Received Data caused by any third party (except those third parties sub-contracted by GoConqr to perform services related to Received Data maintenance and back-up).
    4. GoConqr shall, in providing the Services, comply with its privacy policy relating to the privacy of the Received Data.
    5. If GoConqr processes any personal data on the Customer's behalf when performing its obligations under the Campus Licence Agreement, the parties record their intention that the Customer shall be the data controller and GoConqr shall be a data processor.
      1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to GoConqr so that GoConqr may lawfully use, process and transfer the personal data in accordance with the Campus Licence Agreement on the Customer's behalf;
      2. the Customer shall ensure that the relevant third parties (including, but not limited to, Licensed Users, SmartLinks recipients, and users accessing a SmartEmbed link created by the Customer) have been informed of, and have given their consent to, such use, processing, and transfer to the extent required by any applicable data protection legislation;This includes providing information to users about the Customer’s privacy policy and a mechanism for obtaining consent;
      3. the Customer shall continue to ensure at all times that the Customer's use of the GoConqr service complies in all respects with the Customer's obligations under the data protection under the Data Protection Acts 1988 and 2003;
      4. GoConqr shall process the personal data only in accordance with the terms of the Campus Licence Agreement and any lawful instructions reasonably given by the Customer from time to time; and
      5. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
    6. In the event the Campus Licence Agreement is terminated (other than by reason of the Customer's breach), GoConqr will make available to the Customer a file of the Received Data within thirty (30) days of termination provided that the Customer lodges a request to receive the data within seven (7) days of termination.
    7. Upon termination for cause, the Customer's right to access or use Received Data immediately ceases, and GoConqr shall have no obligation to maintain or forward any Received Data (excluding personal data, which shall be made available to the Customer within sixty (60) days of termination provided that the Customer lodges a request to receive the data within seven (7) days of termination).
    8. GoConqr's Privacy Policy, Acceptable Use Policy, Copyright Policy and Guidelines for GoConqr Groups are available on GoConqr.
    9. All Admin and Licensed Users will be required to agree to company's Terms and Conditions prior to being provided access to their account. The Customer confirms that all Admin and Licensed Users will adhere to the GoConqr's Privacy Policy, Acceptable Use Policy Copyright Policy and Guidelines for GoConqr Groups as set out on GoConqr.
  7. INTELLECTUAL PROPERTY & INFRINGEMENT CLAIMS

    1. The Customer acknowledges that all Intellectual Property Rights in the Services, Content and GoConqr Technology belong and shall belong to GoConqr and/or its third party licensors, as appropriate. The Customer has no rights in or to the Services, Content and GoConqr Technology other than the right to use it in accordance with the terms of the Campus Licence Agreement. The Customer may be held legally responsible for any copyright infringement, unauthorized transfer, reproduction or use of the Software and/or its documentation.
    2. The Customer will ensure that the Licensed Users adhere to clause 3.1. In particular, the Customer will ensure that licensed users do not:
      1. make any copies nor allow others to make copies of the Software,
      2. Modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or part of the Software and/or its documentation.
  8. LIMITED WARRANTY

    Each party represents and warrants that it has the legal power and authority to enter into the Campus Licence Agreement.

  9. DISCLAIMER OF WARRANTIES

    1. GoConqr and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. GoConqr and its licensors do not represent or warrant that (A) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (B) the service will meet the customer's requirements, (C) any stored data will be accurate or reliable, (D) the quality of any products, services, information, or other material purchased or obtained by the customer through the service will meet the customer's requirements or expectations, (E) errors or defects will be corrected, or (F) the service of the server(s) that make the service available are free of viruses or other harmful components.
    2. The Service and all Content are provided to the customer strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights are disclaimed to the maximum extent permitted by law by GoConqr and its licensors.
  10. LIMITATION OF LIABILITY

    1. The total liability of GoConqr, whether in contract, tort or otherwise and whether in connection with the Campus License Agreement of any collateral contract, shall in no circumstances exceed a sum equal to the fees received by GoConqr from the customer in the twelve (12) month period prior to the date of any claim by the customer.
    2. In no event shall either party and/or its licensors be liable to anyone for any loss of data, revenue, profits, use or other economic advantage, or for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
  11. LICENSEE INDEMNITY

    1. The Customer shall indemnify and hold GoConqr, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
      1. a claim alleging that use of the Received Data infringes the rights of, or has caused harm to, the party that supplied the Received Data or a third party;
      2. a claim, which if true, would constitute a violation by the Customer of its representations and warranties; or
      3. a claim arising from the breach by the Customer or any Authorised or Licensed User of the Campus Licence Agreement, provided in any such case that GoConqr:
        1. (a)gives written notice of the claim promptly to the Customer;
        2. (b)gives the Customer sole control of the defence and settlement of the claim (provided that the Customer may not settle or defend any claim unless the Customer unconditionally releases GoConqr of all liability and such settlement does not affect GoConqr's business or Service);
        3. (c)provides to the Customer all available information and assistance; and
        4. (d)has not compromised or settled such claim.
  12. TERMS AND TERMINATION

    1. The Campus Licence Agreement shall commence on the Term Commencement Date as specified on the Campus Licence Agreement and shall, unless otherwise extended or terminated in accordance with the terms hereof, automatically expire on the first anniversary of this date. The Customer may, no later than thirty (30) days prior to the expiry of the Initial Term request the extension of the Campus Licence Agreement for a further twelve (12) month period (a "Renewal Term"), and subject to the parties reaching agreement in respect of the Fees payable during the Renewal Term along with any other terms of the Campus Licence Agreement, the Campus Licence Agreement shall be automatically renewed for a further twelve (12) months.
    2. For the three year licensed period option the Campus Licence Agreement shall commence on the Term Commencement Date as specified on the Campus Licence Agreement and shall, unless otherwise extended or terminated in accordance with the terms hereof, automatically expire on the third anniversary of this date. The Customer may, no later than thirty (30) days prior to the expiry of the Initial Term request the extension of the Campus Licence Agreement for a further twelve (12) or thirty-six (36) month period (a "Renewal Term"), and subject to the parties reaching agreement in respect of the Fees payable during the Renewal Term along with any other terms of the Campus Licence Agreement, the Campus Licence Agreement shall be automatically renewed for a further thirty-six (36) months.
    3. Either party may terminate the Campus Licence Agreement at any time on written notice to the other if:
      1. the other is in material or persistent breach of any of the terms of the Campus Licence Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach;
      2. the other is deemed to be unable to pay its debts within the meaning of section 570 of the Companies Act 2014, is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or composition with its creditors;
      3. the other ceases carrying on, threatens to cease carrying on, or disposes of its business or a material part of its business;
      4. the other takes any corporate action or other steps are taken or legal proceedings are started for its winding up, dissolution, examiner ship or re-organisation or for the appointment of a liquidator, receiver, examiner, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets; or
      5. any execution or distress is levied against, or an encumbrancer takes possession of, the whole or any part of, the property, undertakings or assets of the other or any event occurs which under the laws of any jurisdiction has a similar or analogous effect.
    4. may suspend or terminate the Campus Licence Agreement and the Customer's access to the Service immediately if the Customer fails to pay any Fees due. The Customer will continue to be charged Fees (based on previous averages) during any period of suspension. Overdue Fees are subject to interest of 3% per month on any outstanding balance, or the maximum permitted by law, whichever is more, plus all expenses of collection.
    5. In the event that GoConqr increases the Fees payable by the Licensee in accordance with the provisions of Clause 5, the Customer may terminate the Campus Licence Agreement on ninety (90) days' written notice to GoConqr, provided such notice is served within thirty (30) days of any Fee increase.
    6. 6On termination of the Campus Licence Agreement for any reason:

      1. all licences granted to the Customer under the Campus Licence Agreement shall cease;
      2. the Customer shall cease all activities Licenced by the Campus Licence Agreement;
      3. the Customer shall immediately pay to GoConqr any sums due under the Campus Licence Agreement; and
      4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
    7. 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.

  13. CONFIDENTIALITY

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Campus Licence Agreement. A party's Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Campus Licence Agreement.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Campus Licence Agreement.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute GoConqr's Confidential Information.
    6. This Clause 13 shall survive termination of the Campus Licence Agreement, however arising.
  14. ASSIGNMENT

    1. The Campus Licence Agreement may not be assigned by the Customer without the prior written approval of GoConqr but may be assigned without the Customer's consent by GoConqr.
    2. Any purported assignment in violation of this Clause 14 shall be void. Any actual or proposed change in control of the Customer shall entitle GoConqr to terminate the Campus Licence Agreement for cause immediately upon written notice.
  15. FORCE MAJEURE

    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.

  16. NOTICES

    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.

  17. MISCELLANEOUS

    1. If any provision in the Campus Licence Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of the Campus Licence Agreement shall not be impaired or affected in any way.
    2. The Campus Licence Agreement shall be binding upon and run for the benefit of the parties, their successors and permitted assigns.
    3. The Campus Licence Agreement constitutes the entire agreement and understanding between the parties with respect to their subject matter, and except as expressly provided, supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter.
    4. Each party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement the Campus Licence Agreement.
    5. The Campus Licence Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute the Campus Licence Agreement.
    6. A failure to exercise or delay in exercising a right or remedy provided by the Campus Licence Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by the Campus Licence Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
    7. No variation of the Campus Licence Agreement shall be effective unless it is made in writing and signed by each of the parties.
    8. GoConqr is not responsible for the contents sent by the Customer when communicating using any GoConqr functionality.
  18. 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.