2017 Paperless Academic End-User License Agreement for Manifold Software

Revised 12 January 2017

(Copy the text in this page [use CTRL-A to select all text and then CTRL-C to copy all text], paste the text into your word processor [use CTRL-V to paste], complete the information required, save to a text file or to a PDF, and email to sales@manifold.net.   Operational when a license is granted and returned to you by email with academic license serial number).

DO NOT MAKE ANY CHANGES to the terms and conditions of this agreement. Agreements submitted with ANY changes will not be processed.

IMPORTANT- PLEASE READ CAREFULLY: This Manifold End-User License Agreement ("EULA") is a legal agreement between you (a single Academic Institution legal entity, who will be referred to in this EULA as "You") and Manifold Software Limited, Hong Kong, (henceforth, "Manifold") for the Manifold software product that accompanies this EULA, including any associated media, printed materials, electronic documentation and serial number key (the "Software Product"). The Software Product also includes any installation keys, activation keys, software updates, add-on components, web services and/or supplements that Manifold may provide to You or make available to You after the date You obtain Your initial copy of the Software Product to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software Product, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not sign and return this EULA to Manifold.

This Academic license is only made available by Manifold to Academic Institutions, which are defined in the sole and exclusive final determination of Manifold as:

1. Two and four year degree-granting accredited colleges and universities together with their affiliated graduate schools and affiliated non-commercial research institutions that are located in the US and in Treaty of Paris signatory countries, and

2. Kindergarten through 12th grade public or accredited private schools ("K-12") in the US, or the equivalent in non-US Treaty of Paris signatory countries, where the local K-12 school district or non-US equivalent shall be deemed the "institution".

This Academic license authorizes use only for teaching and non-commercial activity.  A "commercial" activity is defined as any non-teaching activity which is a work-for-hire or performed under contract for a third party that is not also an Academic Institution holding an Academic License from Manifold except however that a) any research or other work performed under contract to non-profit organizations or government organizations the results of which will enter the public domain, as well as b) use of Software Product for the internal administrative and operational functions of the Academic Institution (such as asset management, facilities management and planning, environmental studies, reports and presentations to regulatory authorities, fund raising for the Academic Institution and similar activities) shall be deemed "non-commercial" for the purposes of this Academic License.

This Academic license applies only to Manifold System editions and Manifold System extension software products authorized by Manifold to the Academic institution within an academic license serial number email.

By submitting duly-executed copies of this EULA to Manifold, the Academic institution ("applicant") applies for a donation of an Academic license by Manifold to the application.  If granted, this Academic license is a donation by Manifold to the Academic institution ("applicant") which is made at the sole and exclusive determination of Manifold.  Manifold may decline to donate an Academic license to any applicant at any time for any reason or for no reason whatsoever, regardless of the applicant's previous history with Manifold, including, by way of example and not limitation, any previous history of purchases of products, of other licenses, of prior Academic licenses granted, of participation in beta test or other special programs or any other history of interactions between Manifold and applicant of any kind.  By submitting this EULA to Manifold, applicant agrees to waive any prior or contemporaneous communications from Manifold or any representative thereof, whether in oral, written, electronic, web site or any other form, regarding the nature of Academic licenses, the likelihood of a donation of an Academic license to applicant, or any other communication of any kind related in any way to Academic licenses.

This Academic license is not not valid until a) an authorized representative of the Academic Institution provides required information for administrative and technical contacts and emails this agreement to sales@manifold.net along with a text message stating "On behalf of my institution I agree to the terms and conditions of the Academic License agreement. Please accept this statement as my signature on the contract. I have not changed any text from the version on your web site." and b) Manifold replies with an approval email and sends by email one or more academic serial numbers to the Academic Institution.

The Academic Institution agrees that the administrative and technical contacts specified by it under this EULA shall be the sole and exclusive contacts with Manifold, shall communicate exclusively via email with email accounts designated by Manifold, shall be able to communicate with Manifold in English language, shall have the administrative authority and professional and technical skills required to assure compliance with the terms and conditions of this EULA, including installation and support of the Software Product, shall familiarize themselves with and utilize published Manifold procedures for technical support, shall diligently acquaint themselves with the correct installation, operation and maintenance of the Software Product, shall work diligently in good faith to install and support the Software Product as needed within the Academic Institution, shall actively communicate the availability of Software Product and benefits thereof to other personnel within the Academic Institution and shall cooperate in good faith with Manifold to assure successful deployment and utilization of Software Product within the Academic Institution.  The Academic Institution is not required to deploy Software Product except as the Academic Institution in its sole and exclusive judgment deems appropriate. However, Manifold reserves the right not to renew this Agreement should Manifold in its sole and exclusive judgement determine this Academic License has been insufficiently utilized or for any other reason.

SOFTWARE PRODUCT LICENSE

The Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold.

1. GRANT OF LICENSE. This Section of the EULA describes Your general rights to install and use the Software Product The license rights described in this Section are subject to all other terms and conditions of this EULA.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

3. UPGRADES.

4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software Product (including but not limited to any digital maps or digital cartographic data sets, data sets, documents, images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by Manifold or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software Product, but may be accessed through use of the Software Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content. If this Software Product contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Software Product.

5. BACKUP COPY. After installation of one copy of the Software Product pursuant to this EULA, you may keep the original media on which the Software Product was provided by Manifold solely for backup or archival purposes. If the original media is required to use the Software Product on the Device, you may make one copy of the Software Product solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software Product or the printed materials accompanying the Software Product.

6. U.S. GOVERNMENT LICENSE RIGHTS. All Software Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. Software Product is not licensed for provision to the U.S. Government pursuant to solicitations issued prior to December 1, 1995.

7. EXPORT AND USE RESTRICTIONS. You agree the Software Product is not licensed for acquisition, transfer or use in any jurisdiction where in the event of litigation the substantially prevailing party is not automatically granted attorneys fees and costs, payable by the substantially non-prevailing party. You agree to possess, transfer and use Software Product only in jurisdictions where the possession, transfer and use of Software Product is permitted by law. You agree to comply with all applicable international and national laws that apply to the Software Product, including export control regulations if applicable to you, as well as end-user, end-use and destination restrictions issued by governments that have jurisdiction over You.

8. APPLICABLE LAW. You agree You have acquired the Software Product in Hong Kong at download servers located in Hong Kong regardless of any intermediaries, companies, personnel, clients, redistribution agents, facilities of any kind or intermediate communications channels of any kind that may have been used to connect to those servers in any way, to cache, mirror or transmit files in any way or to acquire installation files for the Software Product in any way. You agree this EULA is governed by the laws of Hong Kong. In respect of any dispute which may arise hereunder, you consent to the sole and exclusive jurisdiction of the courts sitting in Hong Kong. You agree the Software Product is not licensed for acquisition, transfer or use in any jurisdiction where this EULA is not valid.

9. TRIAL EDITIONS. No Trial Editions of any kind are available under this Academic License

10. NO FAIL-SAFE USES AUTHORIZED. The Software Product has been created using industry standard personal computer software technology. Personal computer software technology is not fault tolerant and thus this Software Product is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as (by way of example and not limitation) in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the personal computer technology employed in Software Product could lead directly to death, personal injury, or severe physical or environmental damage.

11. LIMITED WARRANTY

12. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Manifold and its suppliers provide the Software Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software Product, and the provision of or failure to provide support services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT.

13. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MANIFOLD OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MANIFOLD OR ANY SUPPLIER, AND EVEN IF MANIFOLD OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Manifold and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Manifold with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by you for the SOFTWARE Product or U.S.$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 11, 12 and 13 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

15. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between you and Manifold relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any Manifold policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.


Instructions for completing this contract:  Please follow these instructions.  An Academic License has not been granted to unless you have in your possession an email reply granting you the license and providing you with one or more Academic License serial numbers for your use in your possession:

If your application for an Academic License donation is approved and a donation made, after processing (typically four weeks) Manifold will reply by email with a grant of license containing one or more Academic License serial numbers.

Designated Administrative and Technical Contacts 

Administrative Contact Name:
 Email Address:
Telephone:
Address:
Technical Contact Name:
 Email Address:
Telephone:
Address::

We have read and understood this Agreement and agree to the terms and provisions herein:

Academic Institution Name:
Address:
Name, Title, Date:
Authorized Signature: Provided by email.

BE GREEN! GO PAPERLESS. DO NOT SEND HARD COPIES. SEND EMAIL ONLY.

 

2017 Manifold Software Limited All Rights Reserved.
Manifold is a Registered Trademark of Manifold Software Limited. http://www.manifold.net