Paritor Solo - Specialist Teacher Software, Private Teacher Software

Within these terms and conditions the following expressions shall have the meanings assigned to them respectively:

The Company:	Paritor Ltd 18 High Street Budleigh Salterton Devon EX9 6LQ United Kingdom
The Subscriber:	The person, company or other organization who has downloaded the software and been issued with a Connection-ID
The Software:	Paritor Solo
Effective Date:	The date on which a Connection-ID was issued by the company to the subscriber

Licence GRANT. Subject to the terms and conditions of this Agreement, THE COMPANY grants to Subscriber and Subscriber accepts from THE COMPANY, a non-transferable, non-exclusive Licence to access the Software via the Service solely for internal business purposes by the Licenced users for which the Licence fees set forth therein have been paid.

RESTRICTIONS ON USE. Subscriber may not:
1. Modify, translate, reverse engineer, decompile, disassemble, upload, post or create derivative works based on the Software or Service;
2. Assign, rent, lease, grant a security interest in, or otherwise transfer any rights to the Software or Service;
3. Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Service. In addition, Subscriber agrees not to make any attempt to gain unauthorized access to databases of any other subscriber using the Service.

FEES. Subscriber shall pay to THE COMPANY the monthly subscription fees set forth in Pricing Schedule for access to the Software via the Service. Subscriber is responsible for all charges incurred while its account and password(s) are being used. All charges for the Software and Service shall be in accordance with the then current fee schedule set forth in Pricing Schedule hereto. Subscriber agrees to pay all fees (including applicable taxes) on account of use of the Software and Service. THE COMPANY reserves the right to change its fees for the Software and Service at any time. THE COMPANY will notify Subscriber in writing of any such changes. Subscriber shall bear sole responsibility for the payment of any taxes imposed on Subscriber’s use of the Software and Service by the national and/or local jurisdictions of and within the country of Subscriber’s use.

OWNERSHIP/DATA.
1. THE COMPANY holds all right, title and interest in and to the Software (including without limitation, copyrightable or patentable subject matter, trade secrets or other intellectual property rights). All modifications, adaptations, revisions, changes, enhancements, translations, abridgements, condensations, expansions, conversions, upgrades or additions made to the Software shall be the sole and exclusive property of THE COMPANY and shall be considered a part of the Software, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto. Subscriber acknowledges that THE COMPANY owns all UK and international copyrights in the Software and any portions thereof. Subscriber shall not do anything to infringe upon, harm, or contest the validity of any intellectual property rights of THE COMPANY. Subscriber shall not remove or obscure THE COMPANY proprietary rights notices or fail to reproduce them on all copies of the Software in any form.
2. Any data entered by Subscriber, and Subscriber information generated by the Software (“Subscriber Data”) shall remain the sole property of Subscriber and will be held in confidence in accordance with Section 5 of this Agreement.
3. Subscriber acknowledges and agrees that its use of the Software and Service, and any data or information accessed using the Software and Service will be at Subscriber’s own risk. Subscriber acknowledges and accepts that THE COMPANY shall not be responsible in any manner whatsoever for any errors in the Subscriber Data, or in the accuracy or timeliness thereof or in the use of any such information. The Subscriber and each authorized user shall make and rely on their own independent investigation of the truth, completeness, accuracy and suitability of the data provided by Subscriber and each authorized user. Subscriber accepts and agrees that THE COMPANY is not liable for loss of Subscriber Data.

CONFIDENTIALITY.
1. Subscriber acknowledges that the Software is a confidential and proprietary product and process, that it embodies valuable trade secrets of THE COMPANY and that THE COMPANY has certain intellectual property rights in and to the Software including, but not limited to, patents, copyrights, trade secrets, trademarks and service marks. Subscriber agrees to retain and treat the Software, Software specifications and all supporting documentation in confidence, and shall not provide, disclose or otherwise make available the Software, or any part thereof, in any form to any person or entity, other than its employees or authorized third party consultants, without the prior written consent of THE COMPANY. Subscriber shall prevent and not allow any of such information or materials to be disclosed, used, sold, assigned, leased, sub-Licenced, commercially exploited or marketed in any way or matter by Subscriber or its employees, agents or representatives to any third parties. Subscriber shall use its best efforts to safeguard the confidentiality of the Software, shall take steps to advise its employees of the confidential nature of the Software and will ensure that they abide by the restrictions and requirements of this Section 5. Further, Subscriber shall immediately advise THE COMPANY of any suspected breaches by such third parties.
2. THE COMPANY acknowledges that the Subscriber Data is confidential and THE COMPANY agrees to retain and treat the Subscriber Data in confidence, and shall not provide, disclose or otherwise make available the Subscriber Data, or any part thereof, in any form to any person or entity, without the prior written consent of Subscriber. THE COMPANY shall not use the Subscriber Data except to support such data, in the course of providing the Service to Subscriber or update the customer about any product or company developments THE COMPANY shall use its best efforts to safeguard the confidentiality of the Subscriber Data, shall take steps to advise its employees and other involved parties of the confidential nature of the Subscriber Data and will ensure that they abide by the restrictions and requirements of this Section 5. Further, THE COMPANY shall immediately advise Subscriber of any suspected breaches by third parties.
3. FRANCHISEES. If the Subscriber is a Franchisee and the Franchisor has signed a Franchise Subscription agreement with THE COMPANY, then the Subscriber agrees to allow THE COMPANY to provide the Franchisor access to all of the Subscriber data

EQUIPMENT. Subscriber shall, at its own expense, acquire the compatible hardware and accessories needed to gain access to the Software by means of the Service. Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Software and Service.

SUPPORT.
1. THE COMPANY shall provide Subscriber with a Support Service for the Software and for any active Revisions, Updates, Enhancements or New Releases provided to and in use by Subscriber. For purposes of this Section 7, Support Service shall be defined to be:
  1. Correction of unacceptable software errors, as determined by THE COMPANY;
  2. Revisions, Updates, and Enhancements to the Software and revised Software documentation;
  3. Online help and assistance via the integrated support ticketing system.
2. Additional support, including engineering consulting, customisation, modification and data migration services may be made available to Subscriber, upon Subscriber request and as agreed upon by THE COMPANY. Such additional services shall be provided to Subscriber at THE COMPANY’s standard prevailing rate, plus THE COMPANY’s reasonable out-of-pocket expenses incurred to provide such services.
3. THE COMPANY reserves the right to interrupt Service, as necessary, to perform routine maintenance or error corrections, modifications or other changes. THE COMPANY agrees to notify Subscriber via e-mail of any planned interruptions to service

CONNECT-ID. THE COMPANY shall provide one Connection-ID to allow on-line access from any site by an authorized user. An authorized user of Subscriber must be
1. Subscriber, if Subscriber is an individual;
2. A person employed by Subscriber;
3. A person approved by Subscriber.
Subscriber shall maintain its Connection-ID and password in strict confidence. Subscriber agrees to monitor and require each authorized user’s strict compliance with this Agreement THE COMPANY reserves the right to modify or suspend access to the Software or Service at any time for any reason without notice or refund.

INTEREST CHARGES. Subscriber acknowledges that the monetary obligations of Subscriber to THE COMPANY hereunder constitute a commercial account. Subscriber shall pay, in addition to all other amounts owed to THE COMPANY, interest calculated at 1 and 1/2 percent per month on all amounts that have been due and payable by Subscriber to THE COMPANY for 30 days or longer. If THE COMPANY employs any legal process to recover any amount due and payable from Subscriber hereunder, Subscriber shall pay all costs of collection and reasonable attorneys’ fees.

NO WARRANTY. THE SOFTWARE AND SERVICE ARE PROVIDED TO SUBSCRIBER “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY OR REPRESENTATION, WHETHER ORAL, WRITTEN OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THEREIN OR PROVIDED BY THE SERVICE.

DISCLAIMERS.
1. THE COMPANY shall not be liable for any damages to, or viruses that may infect Subscriber’s computer equipment or other property on account of Subscriber’s access or use of the Software or Service. Subscriber acknowledges and agrees that the Software accessed through the Service, as well as the medium Subscriber may use to gain access to such services, are not fault-tolerant and may suffer from service outages, bottlenecks and similar internet system failures. Subscriber agrees that THE COMPANY shall have no liability for such failures and that its only recourse shall be limited to terminating this Agreement pursuant to Section 15.
2. THE COMPANY disclaims any and all loss or liability resulting from, but not limited to:
  1. loss of data;
  2. loss of software or hardware;
  3. loss or liability resulting from access delays or access interruptions;
  4. loss or liability resulting from computer viruses;
  5. loss or liability resulting from the non-delivery or mis-delivery of data;
  6. loss or liability resulting from any errors, omissions or misstatements in any and all information obtained on or through the Software or Service;
  7. loss or liability resulting from disclosure of confidential data; and
  8. loss or liability resulting from acts of God.

EXCLUSION OF DAMAGES. Neither the company nor any other party involved in creating, producing, or delivering the service and/or database content is liable for any direct, special, incidental, consequential, indirect, or punitive damages arising out of or relating in whole or in part to subscriber’s access to, or use of, or inability to use, the service and/or the database content, including without limitation, damages for loss of business or goodwill, loss of profits, work stoppage, computer failure or malfunction, any and all other commercial damages or losses, litigation, or similar damages, under any circumstances, or legal theory, whether based on breach of contract, breach of warranty, tort, including negligence, product liability or otherwise, even if the company has been advised of the possibility of such damage or loss.
LIMITATION OF LIABILITY. Without limiting the foregoing, subscriber understands that its exclusive remedy and the cumulative liability of the company for any and all claims relating to the software or service provided by the company, in contract, tort, or otherwise, shall not exceed the total amount of the basic subscription fees paid to the company for services within the prior year.The limitation of damages set forth herein are fundamental elements of the basis of the bargain between subscriber and the company. The software and service would not be provided without such limitations.
INDEMNIFICATION. THE COMPANY shall indemnify and hold Subscriber harmless from any third party claim, expense, liability or damage arising out of or in connection with the Subscriber’s use of the Software or Service.

TERM AND TERMINATION.
1. This Agreement shall commence on the Effective Date and shall continue for fifteen days and shall automatically renew for successive one month terms thereafter upon payment of the subscription fee on or before the renewal date, provided that the Agreement shall be terminated if either party provides written notice within thirty (30) days from the end of the current one month term of its intention not to renew this Agreement or unless terminated earlier in accordance with this Section 15. Subscriber agrees to have a valid PayPal subscription in place to obtain access to the Services.
2. Either party may terminate this Agreement by providing thirty (30) days notice of the party’s intent to terminate the Agreement. In addition, THE COMPANY may, at its option, terminate the subscription for the Service effective immediately in the event of non-payment or other breach of the Agreement. Upon any termination of this Agreement, THE COMPANY’s sole obligation to Subscriber will be to return to Subscriber the Subscriber Data.

ASSIGNMENT. Subscriber shall not assign or transfer its rights, or delegate its rights or responsibilities under this Agreement, without the prior written consent of THE COMPANY. Any purported assignment or delegation in violation of this Section shall be null and void and of no force or effect. THE COMPANY may assign this Agreement and/or payments due hereunder without requirement for Subscriber permission or approval.

GOVERNING LAW/ACTIONS. This Agreement shall be governed by and interpreted in accordance with English laws, without giving effect to its conflicts of law provision. No action arising out of the Licence of the Software or otherwise under this Agreement may be brought by either party more than one year after the cause of action arises, except that an action for non-payment may be brought at any time within one year of the date of the last payment made hereunder.

NOTICES. Any notices required or permitted under this Agreement shall be in writing and shall be effective when delivered in person or sent by registered or certified mail (return receipt requested, with proper postage affixed) or by personal courier to the address set forth in this Agreement or any more recent address of which the sending party has been apprised.

AMENDMENT. No modification, amendment or other change in this Agreement shall be effective for any purpose unless specifically set forth in writing.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions of the parties.

BINDING EFFECT. This Agreement shall be binding upon both parties hereto, their respective heirs, personal representatives, successors, and assigns, and without limitation, any corporate successor by merger, consolidation or other corporate reorganization.

NO WAIVER. Neither party's failure to exercise any of its rights under this Agreement shall constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

SEVERABILITY. If any term or provision of this Agreement is found to be invalid or unenforceable or illegal under applicable law, such provision shall be narrowly construed to such an extent as is necessary to make it enforceable or, if such narrow construction is not possible, deemed to be deleted with the validity or enforceability of the remainder of this Agreement not effected thereby.