WriQ

End User License Agreement

ISMS 1.31 WriQ EULA : Issue 1 Revision 6

If you are under the age of 13, you must not use WriQ without first getting your school, parent or guardian to agree to these User Terms.

If you do not fully agree with the terms and conditions of this agreement you should remove the software from your computer immediately. Contact the party from whom you obtained the Purchase Email and a full refund will be given provided that party is duly authorised by Texthelp Ltd. to resell the Software.

Where this software is deployed to students or employees, the school/college, employer, organization or authority is required to make this license agreement and the Texthelp Product Privacy Policy available to the end-users or agrees to accept them on their behalf.

DEFINITIONS

‘Component Product’  refers to fully featured version of any of the following: WriQ for Google, WriQ DataDesk, WriQ for Windows (collectively “Software”).

‘Domain’  a distinct subset of the Internet with email addresses sharing a common suffix or under the control of a particular school, college, university or other organization for whom the Licensee has purchased and holds a valid Software License as specified in the Purchase Email.

'End Date' is the date upon which this Software License expires.

'End User' is any user properly authorised to use the Software under the terms of this Agreement.

‘Group License’ is a License comprising a fixed number of End Users for whom the Licensee has purchased and holds a valid Software License as specified in the Purchase Email.

'License Type' is specified on the Purchase Email and further described in Schedule 1.

'Licensee' refers to the party to whom the Software is licensed under this Software License.

'Licensor' refers to Texthelp Ltd.

‘Purchase Email’ refers to the email which provides necessary information to download and install/deploy the Software including a product code if applicable. The Purchase Email will include the End Date of the Term.

‘Term’ refers to the period from the date that the terms and conditions of this Agreement are accepted by the Licensee by downloading and installing the Software until the End Date (as specified in the Purchase Email) unless terminated earlier under the terms of section 5 herein.

'Territory' is worldwide unless separately defined.

The license granted under this agreement authorises the Licensee to use the Software as specified by the License Type.

1. AUTHORITY TO LICENSE: Licensor is the sole proprietor of the Software and reserves exclusive authority to grant a license. The Software is protected by all applicable laws and international treaty provisions relating to intellectual property (including, but not limited to laws relating to copyrights).

2. GRANT OF LICENSE: In consideration of payment of the fee which is part of the price the Licensee paid for the Software, the Licensee agrees to abide by the terms and conditions of this License. Furthermore Licensor agrees to grant, and the Licensee agrees to accept on the terms and conditions contained herein, a non-transferable and non-exclusive License to use the Software.

3. ASSIGNMENT: This Agreement and any of the Licenses, programs or materials to which it applies may not be assigned, sub-licensed or otherwise transferred by the Licensee without prior written consent from Licensor. No right to print or copy the Software, in whole or in part, is granted except as expressly provided under this Agreement.

4. COPY RESTRICTIONS: Any Software which is provided by Licensor in machine readable form may be copied in whole or in part in sufficient number for the use by the Licensee on such number of Devices as permitted for the License Type, or (a) for backup purposes, or (b) for archival purposes. Copies of the Software for any purpose other than as described in 4(a) and 4(b) cannot be made without prior written consent from Licensor. Any and all such copies are subject to the terms and conditions of this Agreement. The Licensee shall not provide or otherwise make available the Software to any person other than his or her employees, students and/or duly authorised agents without prior written consent from Licensor.

The licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble the Software or any copy of the Software, or create derivative works based on the Software or any copy of the Software. If licensee does so, this Agreement is automatically terminated.

5. TERMINATION: Licensor may terminate this Agreement forthwith upon written notice if the Licensee commits a breach of any of the terms and conditions hereof and in circumstances where such breach is capable of rectification has failed to rectify such breach within 30 days of receiving written notice thereof. The Licensor may terminate this Agreement in respect of subscription licenses without cause by providing 30 days written notice to Licensee. Where Licensor terminates without cause Licensor shall issue Licensee a pro-rata refund of subscription license fees paid under this Agreement in respect of the remaining Term.

6. GENERAL: Failure by Licensor to enforce any of the terms and conditions of this Agreement shall not be construed as a waiver of its rights hereunder.

This Agreement constitutes the entire agreement between the parties relating to the licensing of the Software. No variation or amendment of or addition to the terms and conditions of this Agreement shall be effective unless Licensor's prior agreement in writing shall have been obtained. The Governing Law of this Agreement shall be that of the Statutes of Northern Ireland.

7. LIMITED WARRANTY: The Software is provided "as-is" and Licensor makes no warranties with respect to the Software.

The above mentioned warranty is in lieu of all other representations, warranties, conditions and guarantees of any kind, express or implied (by statute, common law, collaterally or otherwise), including, but not limited to implied warranties of merchantability and/or fitness for a particular purpose and/or warranties against infringement. Licensor does not warrant that the Software will meet the requirements of any user of the Software under this Agreement or that the Software will be uninterrupted or error free.

8. NO LIABILITY FOR DAMAGES: In no event shall Licensor or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Software, even if Licensor has been advised of the possibility of such damages; provided, however, that this limitation on liability shall not apply to damages arising from the gross negligence or wilful misconduct of Licensor. No Licensor agent or representative is authorised to make any modifications or additions to this provision. Licensee shall defend, indemnify and hold Licensor harmless from any and all claims, demands responsibilities, liabilities, and damages arising from any unauthorised use of the Software.

9. USE OF PERSONAL INFORMATION: Licensor processes the personal information collected by it in relation to the Licensee for the purposes of providing technical support and maintenance services (including the issue of patches) to the Licensee, and the Licensee acknowledges and agrees to the use of its personal information for such purpose. Licensor does not disclose any personal information to any outside parties other than Texthelp Ltd group companies to facilitate delivery of service under this agreement.

10. BREACH OF COPYRIGHT: Licensee is solely responsible for ensuring that all output generated using the Software is in compliance with appropriate copyright laws.

11. NON COMMERCIAL DISTRIBUTION: Licensee shall not,  or knowingly permit any third party to, commercially exploit in any way any output generated using the Software.

12. SOFTWARE USE RESTRICTIONS: Licensee shall not, or knowingly permit the End User to, use the Software to create content (a) that is harmful, threatening, tortuous, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, racially, ethnically, religiously, ethically, morally or otherwise objectionable or harm minors in any way or (b) infringe any third party right, or (c) duplicate, broadcast, transmit or otherwise diffuse any such content.

13. Compliance with FERPA, COPPA and other privacy laws.

The licensee acknowledges that COPPA legislation requires parental consent to store the personally identifiable information of students.  Teachers who use WriQ will be storing Student Information  within the WriQ platform, and the school or district should seek such consent to store the student information.  This data is held securely and never shared with 3rd parties for purposes other than the legal fulfillment of the WriQ service to the Teacher, School or District.   Details on how WriQ and other products comply with privacy laws is laid out in our Products Privacy Policy and our Cookies Policy.

14. GDPR Compliance & International Data Transfers (for customers in the EU/EEA and the UK) Texthelp Billing & Contact Data is stored in Amazon Web Services (AWS) which may involve the transfer of Personal Data to the United States of America. Texthelp has entered into Standard Contractual Clauses with AWS in compliance with Article 46 of the GDPR.

15. ACKNOWLEDGEMENT: The licensee acknowledges that (s)he has read this license and limited warranty, understands them, and agrees to be bound by their terms and conditions. (S)He also agrees that the license and limited warranty are the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of the license or the limited warranty.

SCHEDULE 1

Schedule 2 - Service Level Agreement

General

Texthelp (the “Licensor”) shall use best effort to ensure that WriQ is available to deliver services with 99.9% uptime, and be available to respond to support requests and downtime reports during defined Business Hours.  If the services become unavailable our customers (the “Licensee”) may be eligible to receive the Service Credits described below.

Definitions

Business Hours

Means from 9am to 5pm GMT and 9am to 5pm Eastern Time, Monday through Friday

Downtime

Means the Services are not responding.

Downtime Period

Means the amount of time the Services are not available.

Intermittent Downtime Period

Means the Services are restored within five (5) repeated end user requests, which will not be counted towards any Downtime Periods and carry no penalty.

Monthly Uptime Percentage

Means the total number of minutes in the calendar month minus the number of minutes of Downtime experienced from all Downtime Periods in the calendar month, divided by the total number of minutes in the calendar month.

Reporting of issues

Licensee must report issues to Licensor using the agreed communication methods. Licensor is not liable if issues are sent to individual email addresses or individual telephone numbers.

• Support via email from 9am to 5pm GMT and 9am to 5pm Eastern Time, Monday through Friday; ‘Licensee name’ & ‘Read&Write Support’ in the title to:  Support@texthelp.com 
• UK based Support is available via phone from 9am to 5pm GMT, Monday - Friday. Maintenance and Support via phone: 0800 328 7910 (freephone) or 028 9442 8105
• USA & Canada based  Support is available via phone from 9am to 5pm Eastern Time, Monday - Friday. Maintenance and Support via phone: toll-free (888) 248 2479 Woburn, MA 01801

Scheduled Downtime

Means those times where Texthelp gives notification of periods of Downtime five (5) days prior to the commencement of such Downtime.  There will be no more than twelve (12) hours of Scheduled Downtime per calendar year.  Scheduled Downtime is not considered Downtime for purposes of this Service Level Agreement and will not be counted towards any Downtime Periods.

Services

Means the online services provided to Licensee which includes:

1. The ability to score a writing passage using the WriQ Extension
2. The ability to view the WriQ Dashboard to view historic WriQ document scores

Service Credit

May be provided according to the following schedule:

One day Credit

Includes One (1) day of Services added to the end of the Term, at no charge to the Licensee if the Monthly Uptime Percentage for any calendar month is between 99.9% and 97.0%;

One week Credit

Includes Seven (7) days of Services added to the end of the Term, at no charge to the Licensee, if the Monthly Uptime Percentage for any calendar month is between 97.0% and 95.0%;

Two weeks Credit

Includes Fourteen (14) days of Services added to the end of the Term, at no charge to the Licensee, if the Monthly Uptime Percentage for any calendar month is less than 95.0%.

Customer Must Request Service Credit

In order to receive any of the Service Credits described above, Licensee must notify Licensor by email or otherwise in writing within thirty (30) days from the time Licensee becomes eligible to receive a Service Credit.

Maximum Service Credit

The aggregate maximum number of Service Credits claimable for any and all Downtime Periods that occur in a single calendar month shall not exceed thirty days of Services added to the end of the Term. Service Credits may not be exchanged for, or converted to, monetary compensation.

Exclusions

This Service Level Agreement does not apply to any performance issues:

1.  caused by factors outside of Licensor's reasonable control;
2.  that resulted from any actions or inactions of Licensee or any third parties;
3.  that resulted from Licensee’s equipment and/or third party equipment (not within the primary control of Licensor).  

This Service Level Agreement states Licensee’s sole and exclusive remedy for any failure by Licensor to provide the Solution as a result of unscheduled Downtime, except as may be otherwise agreed.

Issue resolution

In the event of a period of downtime, the Licensor will provide a written (email) response to the Licensee within a period of 2 Business Hours of the downtime occurring. Licensor will make best effort to provide a solution, or workaround, to the issue within 4 Business Hours.

In the event of a major outage that cannot be resolved within 4 Business Hours, the Licensor will advise the Licensee of the expected time for a resolution.