END USER LICENCE AGREEMENT (EULA)
Please read all the terms on this page. Then indicate that you have read and agree to the terms by clicking the button at the bottom of the page.
If you have any questions about this EULA, you can contact the PARE Help Centre at https://support.onlinepare.net/hc/en-gb.
AGREED TERMS
1.1 By using the PARE website you agree to enter the contract with us on the terms set out below.
1.2 If you are using the PARE website on behalf of your employer/company/educational organisation, you must have permission to enter this contract on behalf of that organisation. Otherwise, you will be entering into this contract in your personal capacity.
2.1 "Licensee" shall mean a physical person or legal entity that has acquired a licence to the Software.
2.2 "EULA" shall mean this standard End User Licence Agreement.
2.3 "Us" (including "We" or "Our") means the University of Chester of Senate House, Parkgate Road, Chester, CH1 4BJ as set out in the Notice of Rights. We can be contacted via PARE Help Centre at: https://support.onlinepare.net/hc/en-gb
2.4 "PARE" means Practice Assessment Record and Evaluation tool (PARE) software and the data supplied with the software and printed materials and electronic documentation.
2.5 "Software" shall mean any software (whether provided as downloadable or as an online service), tool, utility, documentation, or similar delivered by PARE Services at University of Chester including the licence file, and any revision, update, or upgrade hereto which are made available by the PARE Services at the University of Chester to the End User. "Use" (or "Using") means accessing the PARE software to display on your web-browser, printing off a single screen only and downloading, storing and using the PARE on Portable Devices for temporary internal reference purposes (e.g. where internet access may present difficulties accessing the PARE) and explicitly excludes commercial use and use within computerised decision support tools and generative AI software. At no stage can copies be made of a substantial part of the PARE under these terms.
2.6 "Cookies" are small text files that are placed on your computer by websites that you visit. They are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site. PARE users are free to disable non-essential cookies.
3.1 We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.
3.2 We will give you at least 30 days' notice of any change by sending you an email with details of the change or notifying you of a change when you next log into the PARE system.
3.3 If you do not accept the notified changes you may continue to use the Software in accordance with the existing terms, but certain new features may not be available to you.
4.1 The University of Chester PARE Service hereby grants to the Licensee a non-assignable, non-transferable, non-sublicensable and non-exclusive right to use the Software in accordance with the terms and conditions set out in this EULA solely for the Licensee's own internal business operations. The licence is effective upon installation by the Licensee and remains in force until termination by either party.
4.2 When using the PARE online services, data are transferred to and from the service. This data is not stored or logged by the University of Chester. The Licensee accepts that the University of Chester can have access to data as part of a support incident, preventive troubleshooting, debugging, or other activities to ensure stable operation of the PARE online services. The University of Chester may collect telemetry data about usage of the software for performance, optimization, improvement, billing, and statistics.
4.3 The Software will be licenced as a subscription licence that needs to be renewed periodically.
4.3.1 A subscription licence gives the Licensee a right to use the Software (the current or at any time the latest version) for a contractually predetermined period from the date of purchase. If the subscription licence is not renewed, the Licensee no longer has any right to use the Software.
4.3.2 A subscription licence is automatically renewed, unless the Licensee or funding employer (where applicable) has informed us otherwise by giving three (3) months' written notice before the end of an update term.
4.4 The Licensee's right to use the Software requires that the Licensee has accepted the terms and conditions in this EULA. One licence gives the Licensee the right to use the Software for one physical person or one legal entity, for the number of users and user types, acquired.
4.5 The Licensee agrees that the University of Chester may audit the Licensee's use of the Software for compliance with this EULA at any time. In the event that such an audit reveals any use of the Software by the Licensee other than in full compliance with the terms of this EULA, the Licensee shall reimburse University of Chester for all reasonable expenses related to such an audit in addition to any other liabilities the Licensee may incur as a result of such non-compliance.
4.6 In case of termination of the agreement with the Partner, the University of Chester may with regard to PARE's Software take over or reassign the Licensee of the Partner to another Partner.
4.7 The Educational Partner or employer is the Licensee's first point of contact and reference in respect to all matters concerning the assessment process and use of the Software, including but not limited to support. The University of Chester offers online technical support to the Partner and licensee via the PARE Help Centre.
5.1 The Licensee shall obtain no rights to the Software other than what is explicitly stated below (Nothing in Clause 3 about IPR?). The University of Chester retains all intellectual property rights to the proprietary Software, updates, online documentation format, including, but not limited to, copyright, trademarks and other rights, titles and interests in and to the Software. For the avoidance of doubt, the Parties agree that all right, title, and interest in and to the personal assessment data ("the Data") provided by the Partner University, including all copies, reproductions, and derivative works thereof (e.g., outputs, reports that contain personal data), shall be the sole and exclusive property of the Partner University.
5.2 The Licensee may not reverse engineer, decompile, or disassemble the Software except when otherwise allowed by mandatory statutory provisions. The Licensee shall always notify the University of Chester in writing in advance of such acts.
5.3 Upon an infringement of PARE's intellectual property rights, the University of Chester shall be entitled to terminate this EULA for cause with immediate effect, as per clause 9.1.
6.1 By installing, copying, or otherwise using the Software, the Licensee agrees to be bound by the terms of this EULA.
6.2 The Licensee acknowledges that the use of the Software and licensing will require connection to the Internet.
6.3 The PARE website may from time to time set cookies on your computer. Some are essential for the operation of the service you have requested and, under the ePrivacy Directive and UK General Data Protection regulations, do not require your explicit consent. Others are for anonymised analysis of PARE usage. You can still manage these cookies through your browser settings, but please be aware that disabling them may affect the website's functionality, successful login to access core PARE functionality and to monitor visitor behaviour on the website to help us improve our information and services.
6.4 Should the Licensee use the Software in violation of this EULA, the University of Chester is entitled to immediately terminate the licence and withdraw all service access. The Licensee shall not be entitled to any refunds.
6.5 The Partner must ensure that its network and systems comply with the relevant specifications provided by Us or any network provider from time to time.
6.6 The Licensee shall comply with the policies provided and made available via https://onlinepare.net/terms-conditions.php.
7.1 The Licensee is not entitled to lend, lease, sublicense, transfer, or otherwise assign its rights and obligations given under this EULA without the University of Chester prior written consent. Any assignment shall not be legal without the University of Chester prior written consent. Assignment also includes transfer or adoption in connection with a merger, demerger, outsourcing, and similar events or activities within and outside the organisation to which the Licensee belongs.
7.2 If the Licensee assigns the Software in conflict with the provisions above, the University of Chester may terminate this EULA with immediate effect, as described in clause 9.
7.3 The University of Chester may at any time in full or in part assign its rights and obligations under this EULA to any third-party.
8.1 The Software and any related documentation is provided "as is" and "as available" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose. The entire risk arising out of use or performance of the Software remains with the Licensee.
8.2 The Software delivered under this EULA is a standard product, and the Licensee is aware that no software product is faultless in all situations and combinations.
8.3 The University of Chester is not liable for any defects. This EULA includes neither warranty against defects, nor any warranty of fitness or suitability for a particular purpose.
8.4 Immediately after a reproducible error or defect is discovered or should have been discovered, the Licensee must give notice to the Partner specifying the error or defect.
8.5 The University of Chester will use its best endeavours, but are not obligated, to remedy errors and defects which are reproducible in the most recent version of the Software.
8.6 The actual scope and procedure for remedy of any errors or defects is at the free and independent discretion of the University of Chester, who may remedy essential errors and defects by releasing an update of the Software. The University of Chester will remedy non-essential errors and defects to the extent the University of Chester finds it necessary. Regardless, if the University of Chester decides to remedy errors or defects, such remediation may occur in either existing versions of the software or only occur in the newest available version of the Software, at the University of Chester's discretion.
9.1 The University of Chester will use its best endeavours to ensure on-going development of the Software, including correction of errors and inexpediency and, at the discretion of the University of Chester, to change the Software with the aim of making the Software compatible with new versions of third-party's standard software.
9.2 Subscription licence:
9.2.1 When purchasing a subscription licence to the Software, a limited update fee is included in the subscription licence, thus the Licensee will have access to relevant technical software updates.
9.3 The Licensee acknowledges that updates to the Software may not work with the Licensee's hardware, add-ons, third-party software, or custom fit adjustments or modifications.
10.1 The Licensee may terminate this EULA for the future at any time by ceasing the use of the PARE website. The Licensee shall not be entitled to any refunds.
10.2 In the event that the Licensee fails to comply with any of the terms or conditions of this EULA, the University of Chester may terminate for cause the Licensee's right to use the Software with immediate effect. Upon such termination the Licensee shall not be entitled to any refunds.
11.1 The consumer protection laws like the Consumer Rights Act 2015 rules on damages apply with the below mentioned exceptions.
11.2 The University of Chester expressly disclaims any liability, whether expressed or implied with regard to (i) defects and errors, which are not related to the Software, but which are related to external factors, including other software products of the Licensee, (ii) acts or omissions of the Partners of the University of Chester (iii) the interaction between the Software and any other hardware and/or software environment, including third-party software, and organization at the Licensee's location or at any remote location, including but not limited to hosting or data centres (iv) errors, defects, and inexpediency of third-party's products, delivered by the University of Chester as part of the Software (v) the Licensee's changes and/or modifications in or with the Software, and (vi) compatibility between the Software and any new version, update etc. of third-party's software.
11.3 The University of Chester shall not in any way be liable for circumstances related to the non-fulfilment of the Licensee's duties in respect of this EULA. In no event shall the University of Chester be held liable for any damage resulting from loss of data, loss of revenue, loss of profits or goodwill or other indirect or consequential damages. The University of Chester's liability under the EULA can under no circumstances exceed an amount corresponding to the licence fee paid by the Licensee under the EULA excluding any update fee paid in accordance with clause 7 above in the last 12 months leading up to the event giving rise to the claim.
