Sub-schedule 1.2 License Types and Descriptions

Version 2 - December 2020

Previous Versions
Version 1 - March 2020

License Types

    1 Definitions

    1.1 The definitions as set out in Clause 1 in Schedule 1: Terms and Conditions for the supply of Services shall apply to this Sub-schedule.

    Appendix A – Subscription License

    1 Scope, Fees, Charges and Payments

    1.1. The Subsciption Licence is obtained from the Supplier against annual payment of the Fee and as delivered by the Supplier comprising access to the Services as identified in the Purchase Order (“Subscription”). Any additional purchases during the Term will be pro-rated and invoiced for the current Term to ensure overall alignment of the Customer’s total payment for Services as per the first coming renewal. Any added Subscriptions will terminate on the same date as the underlying Subscriptions.

    1.2. The Fee is dependent on the Services purchased by the Customer. In addition to the chosen License Type, the following criteria will affect the License Fee (“License Variables”):

    Editions

    The editions incorporate different feature sets as specified from time to time on the Supplier’s website as currently available at the following link:

    https://www.clicklearn.com/purchasing-and-licensing/subscription/

    Platforms

    Each platform consists of a subset of individual systems as specified from time to time on the Supplier’s website as currently available at the following link:

    https://www.clicklearn.com/purchasing-and-licensing/subscription/

    Authors

    the total number of named Authors as set out in the Purchase Order

    End-Users

     

    1.3. Invoices for any subsequent Terms will be issued by Supplier and due date will be set at commencement of a new Term.

    2 Rights and Restrictions

    2.1. Subject to the Customer purchasing Services and the terms and conditions set out under the Agreement, the Supplier hereby grants to the Customer and solely for the Customer’s business operations and in accordance with the Agreement, and/or as set out at any time in the license statement, a global, non-exclusive, non-transferable right, without the right to grant sublicences, to use and permit the Authors and End-Users to use the Services during the Term.

    2.2. Any changes to the purchased Services and/or lapse of existing Services will be reflected in the license statement as may be amended from time to time. The Customer may upon request receive an updated license statement available from the Customer’s portal or from the Supplier.

    2.3. The Customer is aware of and acknowledges that the Customer is fully liable for the End-Users to whom the Customer affords access to the Services. The Customer shall not charge an End-User any fee for its use of the Services in excess of the Customer’s direct costs to the Supplier for such End-User’s participation. The License and Services may not be exploited for any commercial purposes such as contracting with third parties for delivery of services covered by the Services or the Licence without the express written consent of ClickLearn. Additionally, the Customer may not distribute, exploit or make available any Content or material created using the Services outside the Customer’s organization, i.e. to third parties without the express written consent of ClickLearn.

    Appendix B – Perpetual License

    1 Scope, Fees, Charges and Payments

    1.1. The Perpetual Licence is obtained from the Supplier against a one-time single payment of the Fee and as delivered by the Supplier and comprises access to the Services (being the Clicklearn software in the applicable edition as identified in the Purchase Order).

    1.2. The Fee is dependent on the Services purchased by the Customer. In addition to the chosen License Type, the following criteria will affect the License Fee (“License Variables”):

    Connector license

    Allows for the recording on specific systems by users holding a valid authoring license.

    Each license has a main connector license to which supplemental connectors may be added.

    Adding additional connectors, does not require adding additional author licenses as well. All Authors can use any supplemental connector that has been added to the license. Supplemental connectors enjoy the same rights and restrictions as the main connector.

    Authors

    the total number of concurrent Authors as set out in the Purchase Order.

    1.3. For Perpetual Licenses, no increases in Fees will take place for a period of twenty-four (24) months from the Effective Date.

    1.4. Invoices for any subsequent Terms will be issued by Supplier and due date will be set at commencement of a new Term.

    2 Rights and restrictions

    2.1. Subject to the terms and conditions of the Agreement, the Supplier grants to the Customer a perpetual, global, non-exclusive, non-transferable right, without the right to grant sublicences, to use and permit the permit the Authors and End-Users to use the Services during the Term. This includes the right to use and distribute the Content within the Customer’s organization, which shall include all companies where the Customer controls more than 50 % of the shares of the company.

    2.2. The Customer shall not, except as may be allowed by any applicable law, which is in-capable of exclusion by agreement between the parties, and except to the extent expressly permitted under this Agreement, commercially and/or free-of-charge distribute any of the Content to third parties, except for the Customer’s free of charge distribution of its own Content to End-Users affiliated with its customer(s). The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify the Supplier.

    2.3. Concurrent Author licenses allow any individual employed within the Customer’s organization to use the Services on any connector associated with the concurrent Author license and any supplemental connector associated with the concurrent Author license through reusable author use rights. The Customer is permitted to install the licensed Clicklearn software on any device (within or outside of licensee’s organization) providing that the concurrent usage of the software does not exceed the acquired number of concurrent Authors on any connector license.

    2.4. The Supplier does not warrant or represent that the software edition set out in the Purchase Order will continue to be supported in the event of any updates or changes to the Customer’s IT environment, cf. the Terms and Conditions Clause 7.

    3 Maintenance requirements

    3.1. In addition to the Perpetual License, the Customer is obliged to purchase access to the applicable maintenance Services (including but not limited to cloud services, customer care, maintenance, updates etc.) during the first year of the Term as a minimum. Subsequently, all Services offered by the Supplier may be purchased separately by the Customer.

    Appendix C – Demonstration and Consulting License

    1 Scope and pre-conditions

    1.1. The Demonstration and Consulting License is obtained from the Supplier and is available to the Supplier’s Partners, only, against entering into a partnership agreement with the Supplier.

    1.2. The Demonstration and Consulting License set out herein is intended for the purpose of the Partner’s demonstration and consulting on the use of the Services by potential Customers – Prospects – to the Supplier and/or the Partner.

    1.3. The Partner’s exploitation of the Services along with signing the Agreement also constitutes acknowledgment and acceptance of the terms and conditions set out in the Terms and Conditions, including but not limited to this Appendix C.

    1.4. For the avoidance of doubt, the Partner undertakes the same restrictions and obligations as applicable for “a/the Customer” as set out in the Terms and Conditions, unless otherwise explicitly agreed between the parties in the establishment of a partnership agreement or otherwise set out in the Agreement.

    2 Rights and restrictions

    2.1. Subject to the terms and conditions of the Agreement, the Supplier grants to the Partner (i) a global, non-exclusive, non-transferable right, without the right to grant sublicences, to use and permit the Authors to use the Services during the Term, for purposes of demonstration to and rendering of consulting services to Customers or potential Customers as further described in clause 2.1.1, and (ii) access to the Supplier’s customer care and support during the Term, as necessary to demonstrate and consult on the Services for the purposes stated and referenced above.

    2.1.1. Notwithstanding the above, the License to use the Services and the access to the customer care and support, cf. clause 2.1, shall be solely and exclusively exploited by the Partner for purposes of:

    1. Demonstrating the Services to prospective customers of the Partner and/or the Supplier;
    2. Demonstrating the Partner’s products with integrated products and services as offered by the Supplier, including but not limited to the Services;
    3. Otherwise perform demonstration relevant for marketing and selling either the Partner’s services with the integration of or standalone supply of the Supplier’s products and Services; and/or
    4. distributing Content to Customers holding a valid license granted by the Supplier for its products and/or Services, enabling reproduction of the distributed Content as necessary for the Customer’s use of the Content.

    2.1.2. The License does not entitle the Partner to be granted access to or in any way use the Services for the Partner’s own internal business purposes.

    2.1.3. The Partner acknowledges that

    1. notwithstanding Clause 4 and 12 the Partner shall hold no rights in any Customer Data or relevant documentation, including Content, other than as expressly granted under this License or agreed between the parties in writing, cf. also item 2.1.3.c;
    2. the Partner does not and shall not have any title, right or interest in or to the Services, System Documentation and/or Content other than as expressly granted under this License;
    3. regardless of any data, feedback, suggestions or analytics on improvements or otherwise to the Services, System Documentation, and/or Content, the Partner may create and/or provide to the Supplier or otherwise, such shall not create any right or title for the Partner and shall vest in the Supplier exclusively, cf. item

    2.1.3.a; and

    1. the Partner shall refrain from decompiling, disassemble, reverse engineer, or otherwise reduce the Services to practice, except as otherwise expressly permitted by applicable law. The Partner may not duplicate, alter, modify, rent, lease, resell, assign, loan, sublicense, distribute in whole or in part, or make any derivative works based on the Services. 

    Appendix D – Trial License

    1 Scope and pre-conditions

    1.1. The Trial is subject to the terms and conditions of the Agreement as applicable to Trial Customers. Upon receipt and exploitation of the Trial and the agreed upon Services therein, the Trial Customer is deemed to have accepted the terms and conditions of the Agreement.

    1.2. By accepting and exploiting a Trial, the Trial Customer also agrees to ensure that anyone within the Trial Customer’s control who uses the Services does so only for purposes of the Trial Customer’s authorized use and in compliance with the Agreement.

    2 Rights and restrictions

    2.1. Subject to the terms and conditions of the Agreement, the Supplier grants to the Trial Customer a time-limited, non-exclusive, non-assignable, non-transferable, revocable world-wide license to use and permit the Authors and End-Users, as allowed by the Supplier for the Trial Customers, to use the Services during the Trial Period.

    2.2. The Trial is free, non-binding and automatically expires after the set Trial Period has lapsed. The Trial is only intended for evaluation purposes of the Services with a view to decide on purchasing or subscribing to the Supplier’s Services and no created Content may be used for production purposes, i.e. implemented into the Trial Customer’s organization, used for commercial purposes or shared with third parties. Failure to do so may incur legal consequences.

    2.3. The Supplier shall make such Services available to the Trial Customer as defined in the Trial and for the duration set out in the Trial Period and/or until the earlier of:

    1. the end of the Trial Period and at the time for which the Trial Customer purchases in whole or in part the Services rendered in the Trial Period after which the Trial Customer shall become a Customer on the applicable terms and conditions in the Agreement;
    2. the start date of any Subscription to other Services purchased by the Trial Customer after which the Trial Customer shall become a Customer on the applicable terms and conditions in the Agreement; or
    3. termination of the Trial by Supplier in its sole discretion for any reason.

    2.4. Any Content generated by the Trial Customer as part of a Service during the Trial will be permanently lost unless the Trial Customer purchases a License to at least the same Service as covered by the Trial. Additionally, the Trial Customer undertakes to delete any and all Content generated by the Trial Customer and/or in its possession either physical or on its local and/or external servers if no License to at least the same Service covered by the Trial is purchased at the end of the Trial Period. Failure to do so may incur legal consequences. The entire risk arising out of use or performance of the Trial remains with the Trial Customer.

    2.5. References to “the Customer” in the Agreement shall be construed as references to the Trial Customer as comprised by this Appendix D. As the Trial is free of charge, any terms regarding payment shall be disregarded in the Trial period. Further, Clauses 9, 11, 12 and 16.2-3 shall not apply to Trial.

    Appendix E – Independent Software Vendor License

    3 Scope, Fees, Charges and Payments

    3.1. The Independent Software Vendor (“ISV”) Licence is obtained from the Supplier against annual payment of the Fee and as delivered by the Supplier comprising access to the Services as identified in the Purchase Order (“Subscription”) with a view to allow the Customer to provide Content pertaining to the Customer’s own proprietary technology (software and services) for its customers (i.e. the product must be independently marketed and sold by the Customer and not as a (authorized) reseller. The ISV Licence explicitly excludes any right for the Customer to create Content to its customers’ use of the Clicklearn Services.

    3.2. The Fee is dependent on the Services purchased by the Customer. In addition to the chosen License Type, the following criteria will affect the License Fee (“License Variables”):

    Editions

    The editions incorporate different feature sets as specified from time to time on the Supplier’s website as currently available at the following link:

    https://www.clicklearn.com/purchasing-and-licensing/subscription/

    Platforms

    Each platform consists of a subset of individual systems as specified from time to time on the Supplier’s website as currently available at the following link:

    https://www.clicklearn.com/purchasing-and-licensing/subscription/

    Authors

    the total number of named Authors as set out in the Purchase Order.

    End-Users

    the total number of End-Users.

    3.3. Invoices for any subsequent Terms will be issued by Supplier and due date will be set at commencement of a new Term.

    4 Rights and Restrictions

    4.1. Subject to the Customer purchasing Services and the terms and conditions set out under the Agreement, the Supplier hereby grants to the Customer and in accordance with the Agreement, and/or as set out at any time in the license statement, a global, non-exclusive, non-transferable right, without the right to grant sublicences, to use and permit the Authors to use the Services during the Term solely for the Customer’s creation of Content pertaining to the Customer’s own proprietary technology (software and services for its customers).

    4.2. The Customer is strictly prohibited from distributing any of the Services or Content pertaining to the Services to or for the Customer’s customers use of the Services. The Customer shall only exploit the ISV Licence to create Content for its own proprietary technology (software and services) not in competition with the Services delivered by the Supplier to its customers under any of the License Types, except Sub-schedule 1.2, Appendix E.

    4.3. Any changes to the purchased Services and/or lapse of existing Services will be reflected in the license statement as may be amended from time to time. Customer may upon request receive an updated license statement available from the Customer’s portal or from the Supplier.