LICENSED SOFTWARE TERMS AND CONDITIONS

 

1. Definitions

In the Agreement, except where the contrary intention is expressed:

Terms defined in other documents forming part of the Agreement, will have the meaning there specified.

Addendum means the Enterprise License Agreement Addendum or Master Supply Agreement Product Addendum, as applicable.

Agreement means, as applicable, the Master Supply Agreement and/or Addendum of which these terms form a part.

EULA means the End User License Agreement for QSR Software, as amended from time to time, available at End User License Agreement (EULA)

Licensed Software means QSR software products which are licensed by QSR for on-premises installation and use and which are acquired by you through the myNVivo™ Portal.

myNVivo™ Portal means the QSR Portal at portal.myNvivo.com

Product Schedule means a schedule to these Software Licence Terms which sets out the details of the Licensed Software and any specific terms applying to that software.
 

2.  EULA

The Licensed Software is licensed to you on the terms of the EULA. To the extent that there is inconsistency between the other terms of the Agreement and the EULA, the terms of the EULA will prevail.
 

3.  Software Download

We will send an email communication to your nominated email address within two business days of approval of the relevant Addendum. The email will contain a link to the download site, and your unique software license key. The Licensed Software will be downloaded from the myNVivo™ Portal.
 

4.  Limited Warranty

WE REPRESENT AND WARRANT THAT WE HAVE THE RIGHT TO LICENSE THE LICENSED SOFTWARE AND THAT THE LICENSED SOFTWARE WILL OPERATE SUBSTANTIALLY AS DESCRIBED IN THE RELEVANT PRODUCT SCHEDULE. YOU ACKNOWLEDGE THAT THE LICENSED SOFTWARE CANNOT BE GUARANTEED ERROR-FREE AND FURTHER ACKNOWLEDGE THAT THE EXISTENCE OF ANY SUCH ERROR SHALL NOT CONSTITUTE A BREACH OF THE AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED INDEPENDENT JUDGMENT IN ACQUIRING THE LICENSED SOFTWARE AND HAVE NOT RELIED ON ANY REPRESENTATION MADE BY QSR WHICH HAS NOT BEEN STATED EXPRESSLY IN THE AGREEMENT OR RELIED ON ANY DESCRIPTIONS OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED IN ANY DOCUMENT INCLUDING CATALOGUES OR PUBLICITY MATERIAL PRODUCED BY QSR.
 

5.  Disclaimers and Limitation of Liability

EXCEPT TO THE EXTENT THAT LIABILITY ARISES PURSUANT TO A NON-EXCLUDABLE STATUTORY PROVISION, QSR DISCLAIMS ALL CONDITIONS OR WARRANTIES RELATING TO THE LICENSED SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NOTHING IN THE AGREEMENT IS INTENDED TO EXCLUDE OR MODIFY ANY NON-EXCLUDABLE STATUTORY RIGHT OR LIABILITY. HOWEVER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIABILITY OF QSR IN RESPECT OF ANY CLAIM UNDER SUCH LEGISLATION SHALL BE LIMITED, IN THE CASE OF GOODS, TO THE REPAIR OR REPLACEMENT OF THOSE GOODS OR PAYMENT OF THE COST OF THEIR REPAIR OR REPLACEMENT, OR, IN THE CASE OF SERVICES, THE RE-SUPPLY OF THOSE SERVICES OR THE PAYMENT OF THE COST OF THEIR RE-SUPPLY.


 

PRODUCT SCHEDULE
NVivo™


1.  Service Description

NVivo™ is a qualitative data analysis software designed for qualitative researchers working with very rich text-based and/or multimedia information, where deep levels of analysis on small or large volumes of data are required. NVivo™ allows you to identify patterns in your content across various text and data sources and organize and analyse your content to discover deep insights while asking further questions of your content through queries. NVivo can help you find connections and understand underlying themes and patterns that will help inform and support decisions.

2.  Subject to this agreement, QSR grants to the Licensee a non-transferable and non-exclusive license to: use the Licensed Software or, in its place, any prior version, or other software developed by the Licensor with the same functionality as the Licensed Software and which is intended to replace the Licensed Software, on the Permitted Number of devices in accordance with the normal operating procedures in the Documentation or as notified by QSR from time to time; or

3.  As an alternative you may install a copy of the Licensed Software on a networked Device, such as a server computer, for the purpose of permitting other Devices to access and use that copy of the Licensed Software over a private network provided that the total number of devices on which the Licensed Software is so installed or used does not exceed the Permitted Number.

4.  The primary user of each device on which the Licensed Software is installed may make a second copy (not applicable to the NVivo Server Product) for his or her exclusive use on a portable device.  The rights to install an additional copy of the Licensed Software do not permit use of the Software on both the first and second device at the same time.

5.  QSR retains all intellectual property rights in the Licensed Software, the Documentation and all modificatoins thereto.
 

6.  Updates and Upgrades

  1. Updates and upgrades of the Licensed Software will be provided by QSR as they become available.
     

7.  Maintenance and Training

  1. If requested by the Licensee, QSR will provide maintenance services for the Licensed Software by telephone or electronic mail during normal business hours.
  2. If requested by the Licensee, QSR will, for a reasonable fee, provide training to employees of the Licensee in relation to the use of the Licensed Software.
     

8.  Term

  1. This agreement commences upon execution of the Addendum or Agreement and shall continue for the Term unless terminated earlier in accordance with this agreement.
  2. This agreement shall automatically renew for a period of time equal to the Term (Further Term) unless notice of the Licensee’s intention not to renew this agreement is received by QSR no later than two (2) months prior to the completion of the Term or any Further Term.
  3. The License Fee payable in respect of any Further Term may be increased by QSR by QSR giving notice in writing to the Licensee no less than three (3) months prior to that Further Term of an increase in the License Fee.
  4. QSR reserves the right to terminate this agreement immediately if the Licensee breaches the terms of this agreement. The Licensee will indemnity QSR for all loss, damage or expense caused by the Licensee’s breach of this agreement.
     

9. Fees

  1. During the Term, the Licensee shall pay to QSR, upon execution of the agreement and upon each anniversary of the agreement, the License Fee in advance, in the currency specified in Agreement and otherwise in the manner specified in Agreement.
  2. If the Licensee defaults in the payment of the License Fee or any other sums owing to QSR under or in connection with this agreement, QSR reserves the right to charge interest from the date of the invoice on all overdue balance until payment is received in full. The Licensee will be liable to pay all costs, charges and expenses incurred by QSR in recovering any overdue debt.  In addition, QSR may block the license key from being used until the over balances are paid in full.
  3. Fees may be changed by QSR on the anniversary of the agreement but any increase may not be greater than 5% or the then applicable Consumer Price Index (CPI) rate, whichever is the least.
     

10. Renewal & Termination

  1. If the agreement is not renewed for an additional term, the agreement will immediately terminate. Upon termination of this agreement, the Licensee shall destroy any remaining copies of the Licensed Software and Documentation or otherwise return or dispose of such material in the manner directed by QSR.
  2. Any termination of this agreement will be without prejudice to the rights of each party against any other in respect of anything done or omitted under this agreement prior to such termination.
     

11.  Taxes

  1. The License Fees are exclusive of, and the Licensee shall be responsible for, all Taxes (whether payable by QSR or the Licensee) payable in any jurisdiction.