CEM Software License

THIS AGREEMENT IS MADE BETWEEN YOU THE INSTITUTION ("LICENSEE"), END USER OF
THIS SOFTWARE AND THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF
CAMBRIDGE ACTING THROUGH ITS DEPARTMENTS CAMBRIDGE UNIVERSITY PRESS & ASSESSMENT
SHAFTESBURY ROAD CAMBRIDGE UNITED KINGDOM CB2 8EA
WHEREAS:
A. CEM, formerly at the University of Durham now part of Cambridge has developed
eAssessment Software (the "Software") to facilitate its testing services.
B. Cambridge wishes to licence the Software to your institution and by installing,
copying, or otherwise using the Software, you agree to accept and be legally bound
to the terms of this Agreement.
________________________________________________________________________________
TERMS AND CONDITIONS OF LICENCE:
1. Subject to your acceptance of these terms and conditions, Cambridge hereby

grants
you a revocable, royalty free, non-exclusive, non-assignable licence to use
the
Software strictly for the Purpose and not for any other commercial purpose,
or in
exchange for any financial gain.
2. You may install and use multiple copies of the Software on computers on your
Institution's premises for the purposes described herein.
3. The Software shall at all times remain the property of, and copyright to
Cambridge, a
nd is protected by copyright law.
4. With the exception of use strictly within the boundaries of the Purpose, you
may
not:
4.1. Copy, reproduce or create derivative works from the Software

4.2. Provide the Software to any third party, without the express
written permission of Cambridge
4.3. Sublicense, rent, sell or lease any portion of the Software; nor
4.4. Use the Software in any manner not authorised by these terms.
5. The Licensee shall supervise the use of the Software, control access to it
and keep it secure. The Licensee remains fully responsible at all times for all
acts and omissions of anyone it allows to use the Software and for ensuring such
person understands and observes this Licence. This responsibility includes
without limitation any employee, student, independent contractor or visiting
researcher.
6. Except for the rights expressly set out in this Licence, no licence is
granted and all rights, title, interest in and to the Software (including
without limitation any patent rights) in all formats and media throughout
the world now or hereafter are and shall remain the exclusive property of
Cambridge and other applicable rights holders.
7. The Licensee acknowledges that the Software is confidential. Unless
required to disclose by law, stock exchange or in connection with legal
proceedings, the Licensee shall keep the Software confidential and secret,
together with all know-how, techniques, ideas, principles and concepts which
underlie the Software and all information supplied by Cambridge in relation
to the Software or which is otherwise identified as confidential. The
obligations in this Clause do not apply to information which is in or becomes
part of the public domain in a lawful manner. The obligations in this Clause
shall survive the expiry or termination (for whatever reason) of this agreement.
8. The Licensee therefore agrees that the existence of errors in the Software
shall not constitute a breach of this Licence. Cambridge shall not be

required to load, test, debug, maintain or improve the Software.
9. No warranty, condition, undertaking or term, express or implied, statutory
or otherwise, is given or assumed by Cambridge, including without

limitation
as to non-infringement or the condition, performance, satisfactory
quality or
fitness for purpose of the Software and all such warranties,
conditions,
undertakings and terms are hereby excluded to the fullest extent
permitted by law.
10. Cambridge may terminate this Licence by written notice if the Licensee
fails
to comply with any provision of this Licence. Upon termination the
Licensee shall
immediately stop using the Software and shall certify to
Cambridge within 5 days
that the Licensee has removed all copies from its
systems. The expiry or termination
of this Agreement is without prejudice to any
other rights or remedies of either
party under the Licence or at law and does
not affect any rights or obligations which
have arisen or accrued up to and
including the date of expiry or termination.
11. The Software may not be at the level of performance or compatibility of a

final,
generally available product offering and may not operate correctly.
The Software may
subsequently be substantially modified or withdrawn at the sole
discretion of Cambridge.
12. Your installation and use of the Software is at your sole discretion and
risk and
may produce unintended or erroneous results and may contain bugs,
errors and other
problems that could cause system or other failures and data
loss. You accept that the
Software is provided to you "as is" without any
warranty, and Cambridge expressly
disclaims any and all warranties,
including, but not limited to, warranties of
merchantability, fitness for a
particular purpose or error free operation.
13. To the extent permitted by applicable law, in no event shall Cambridge

be liable
for damages of any kind under this agreement including, without
limitation, direct,
indirect, incidental, punitive, or consequential damages.
Therefore, the entire risk
arising out of the use or performance of the Software
shall remain with you.
14. Cambridge is not obligated to provide updates to the Software. However,

in the
event Cambridge elects in its sole discretion to provide updates to
the Software, such
updates shall be deemed to constitute part of the Software
and shall therefore be
subject to these terms.
15. In the event that any Court or other competent authority decides that any
provision
of this Agreement is void or otherwise ineffective in whole or in part
than any other
part and the other terms and conditions of this Agreement shall
continue in full force
and effect.
16. This Agreement and any rights and obligations hereunder shall not be
assigned without
the prior written consent of Cambridge.
17. The parties do not intend that any term of this Agreement shall be
enforceable solely
by virtue of the Contracts (Rights of Third Parties) Act 1999
by any person who is not a
party to this Agreement.
18. This Agreement together with the EULA constitutes the entire agreement between
the
parties with respect to the subject matter of this Agreement and supersedes all
previous
agreements, arrangements or undertakings between the parties relating to the
subject
matter of this Agreement and any representations or warranties previously
given or made
to it. If there is an inconsistency in the provisions of this agreement
and the provisions
of the EULA, the provisions of the EULA shall prevail.
19. This Agreement is governed by and interpreted in accordance with English law.
Any
disputes or claims relating to this Agreement shall be subject to the exclusive
jurisdiction
of the English Courts.
________________________________________________________________________________
THIRD PARTY SOFTWARE
This product was created using Adobe Flash by Adobe Inc.,
Copyright (C) Adobe, Inc. All rights reserved.
Non-web and dual executables were created using MDM Zinc,
Copyright (C) Multimedia. All rights reserved.
CEM eAssessment Software uses a number of third party fonts.
These are covered in a separate document (see CEM_Font_Licensing.txt)
________________________________________________________________________________
Cambridge CEM, Level 8 Baltic Place West, S Shore Rd, Gateshead NE8 3AE
+44 (0) 191 334 4185
www.cem.org

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THIS AGREEMENT IS MADE BETWEEN YOU THE INSTITUTION ("LICENSEE"), END USER OF

SHAFTESBURY ROAD CAMBRIDGE UNITED KINGDOM CB2 8EA

eAssessment Software (the "Software") to facilitate its testing services.

B. Cambridge wishes to licence the Software to your institution and by installing,

to the terms of this Agreement.

TERMS AND CONDITIONS OF LICENCE:

1. Subject to your acceptance of these terms and conditions, Cambridge hereby

Institution's premises for the purposes described herein.

4.1. Copy, reproduce or create derivative works from the Software

person understands and observes this Licence. This responsibility includes

without limitation any employee, student, independent contractor or visiting

Cambridge and other applicable rights holders.

7. The Licensee acknowledges that the Software is confidential. Unless

required to disclose by law, stock exchange or in connection with legal

underlie the Software and all information supplied by Cambridge in relation

to the Software or which is otherwise identified as confidential. The

obligations in this Clause do not apply to information which is in or becomes

shall not constitute a breach of this Licence. Cambridge shall not be

9. No warranty, condition, undertaking or term, express or implied, statutory

or otherwise, is given or assumed by Cambridge, including without

11. The Software may not be at the level of performance or compatibility of a

13. To the extent permitted by applicable law, in no event shall Cambridge

14. Cambridge is not obligated to provide updates to the Software. However,

THIRD PARTY SOFTWARE

This product was created using Adobe Flash by Adobe Inc.,

Copyright (C) Adobe, Inc. All rights reserved.

Non-web and dual executables were created using MDM Zinc,

Copyright (C) Multimedia. All rights reserved.

CEM eAssessment Software uses a number of third party fonts.

These are covered in a separate document (see CEM_Font_Licensing.txt)

+44 (0) 191 334 4185

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