By purchasing a Licence to use the software known as “Cars Maths in MotionTM” you or the educational establishment in which it will be used (the Licencee) are entering into a legally binding contract, the conditions of which are set out below. Maths in Motion Ltd.(MiM Ltd) has developed and licences to users its software program marketed under the name of “Cars Maths in MotionTM” (the "Software"). The Licencee desires to utilise the Software by way of the internet connectivity afforded to it (“The Cloud”). In consideration of the mutual promises and undertakings set forth herein, CSH and the Licencee hereby agree as follows: 

1. The Licence. MiM Ltd hereby grants to the Licencee a licence to use the Software for a period of 12 months from the date upon which the Licencee settled the invoice issued by MiM Ltd relating to the purchase of the software. In the case where the Licencee is an educational institution of any kind whatsoever, this licence will be granted for use within the education institution only. In the case of an educational institution being on more than one site, this licence is granted for one site only. In the case of an educational institution having both Primary School and Secondary School aged children in attendance, such educational institution must purchase the appropriate licence prior to use. Licences are available as follows: a. Primary school (Junior Licence) only – up to age 11 b. Secondary school (Senior Licence) only – up to age 16 c. Composite – any child up to age 16. All Licences include permission for home use of the software. 


2. Restrictions. The Licencee shall not modify, copy, duplicate, reproduce, licence or sublicence, sell, rent, hire or lend the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of MiM Ltd; such restriction shall also apply to all supporting material available by way of download from the internet unless such material is for the personal use of the Licencee or for use within the licenced educational institution. Any password given to or subsequently created by the Licencee remains the property of MiM Ltd and the Licencee shall not modify, copy, duplicate, reproduce, licence or sublicence, sell, rent, hire or lend any password giving access to the software, or transfer or convey any password or any right in the password to anyone else without the prior written consent of MiM Ltd. Should MiM Ltd become aware of any breach of this Clause, MiM Ltd reserves the right to withdraw all access to the software by the Licencee without notice or refund in whole or in part of any fees paid. 


3. Fee. In consideration for the grant of the licence and the use of the Software, the Licencee agrees to pay MiM Ltd the appropriate licence fee. 


4. Warranty of Title. MiM Ltd hereby represents and warrants to the Licencee that MiM Ltd is the owner of the Software and supporting material and has the right to grant to the Licencee the rights set forth in this Agreement. In the event of any breach or threatened breach of the foregoing representation and warranty, the Licencee's sole remedy shall be to require MiM Ltd to either: i) procure, at MiM Ltd expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to the Licencee the full amount of the licence fee paid. The choice of remedy shall be at the sole discretion of MiM Ltd. All Trademarks, both known or unknown, are hereby acknowledged by MiM Ltd. 


5. Warranty of Functionality. The software is covered by a warranty of 12 months from the date upon which the Licencee first became entitled to access the software. Should no such access be made within 12 months from the date on which payment was made relating to the granting of this licence, the licence will be deemed to have lapsed and no refund of any fee made. For a period of 12 months following the date on which this licence commenced, (the "Warranty Period"), MiM Ltd warrants that the Software shall perform in all material respects according to CSH's specifications concerning the Software when used with the appropriate computer equipment and in the recommended manner. In the event of any breach or alleged breach of this warranty, the Licencee shall promptly notify MiM Ltd. The Licencee's sole remedy shall be that CSH shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Licensor. 


6. Software Maintenance. A. During the Warranty Period, MiM Ltd shall provide to the Licencee any new, corrected or enhanced versions of the Software. Such enhancement shall include all modifications to the Software which add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software. B. Renewal of Licence. Prior to the expiration of the Warranty Period, the Licencee will be offered by MiM Ltd the opportunity to renew the licence for a further period at a preferential price.




7. Payment. Payment of the licence fee shall be made in order to gain access to the Software. Payment of any other amount owed by the Licencee to MiM Ltd pursuant to this Agreement shall be paid in accordance with MiM Ltd’s published Terms and Conditions. In the event that any overdue amount owed by the Licencee is not paid following ten (10) days from written notice from MiM Ltd, then in addition to any other amount due, MiM Ltd reserve the Right to impose and the Licencee shall pay a late payment charge at the rate of ten percent (10%) per month on any overdue amount. 

8. Software licences are for In school + Unlimited Home access. No refunds will be made for software licences unexpired portions of any licence after 7 days from the date on which our invoice was settled.


9. Taxes. In addition to all other amounts due hereunder, the Licencee shall also pay to CSH, or reimburse MiM Ltd as appropriate, all amounts due for sales taxes, excise taxes or other taxes which are measured directly by payments made by the Licencee to MiM Ltd. In no event shall the Licencee be obligated to pay any tax paid on the income of MiM Ltd. 


10. Warranty Disclaimer. The MiM Ltd warranties as set forth in this agreement are exclusive and are in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. 

11. Limitation of Liability. MiM Ltd shall not be responsible for, and shall not pay, any 
amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether MiM Ltd was advised of the possibility of such losses in advance. In no event shall MiM Ltd's liability hereunder exceed the amount of licence fees paid by the Licencee, regardless of whether the Licencee's claim is based on contract, tort or strict liability, product liability or otherwise. 


12. Notice. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by registered mail, postage prepaid, or recognised recorded delivery services. 


13. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of England and Wales. 


14. No Assignment. Neither this Agreement nor any interest in this Agreement, either in part or in whole, may be assigned by the Licencee without the prior express written approval of MiM Ltd.




15. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. 


16. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 


17. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 


Maths in Motion Challenge for Schools  

10 Tinkler Stile
Cote Farm
Thackley
Bd10 8WB