License Terms and Conditions

1. Interpretation and Definitions
2. In this Agreement in addition to the terms defined on the Term Sheet the following terms shall have the following meanings unless the context otherwise requires:

Creative Commons License	the Creative Commons Attribution-NonCommercial-ShareAlike license (version 3.0 or later), the current text of which can be found via this link: http://creativecommons.org/licenses/by-nc-sa/3.0/legalcode;
End Users	individuals who shall have access to the GeoGebra materials/software/services that are referenced/included in Licensee's products/services;
Distribution Term	the period of up to three (3) years from the License Term as stated in each respective Product Schedule, during which period Licensee shall have the right to exploit the GeoGebra Materials and Software in accordance with Permitted Use, subject to payment of the applicable License Fee, as more fully described in clause 10.1 below;
GeoGebra Materials	those software and services listed on the Term Sheet and any other materials expressly made available to the Licensee or which are created pursuant to this Agreement using or which derive from the Software;
GeoGebra Websites	http://www.geogebra.org, http://www.geogebratube.org and any of their subdomains;
General Public License	the GNU General Public License (version 3 or later) as published by the Free Software Foundation, the current text of which can be found via this link: http://www.gnu.org/licenses/gpl.html;
High Stakes Examinations	a test with significant consequences for the test taker or End User, such as progression to a new education level or grade leading to a school diploma, degree or future scholarship. Not passing has important disadvantages, such as the need to enter into remedial coursework until the test can be passed,
Installers	the official installation packages that enable the Licensee to install or embed the Software on the Platform, including GeoGebra Java and/or HTML5 applets or widgets and/or documentation files;
Intellectual Property Rights	all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;
Language Files	the GeoGebra language files and documents which comprise the user interface language files (or translations) for all languages used by the GeoGebra application and applets which are part of every official binary distribution of the Software as well as all "GeoGebra Help", "GeoGebra Quickstart" and other document files found on the GeoGebra Websites;
License	the license granted at clause 2 and the restrictions on that license set out at clause 3;
Maintenance Release	all future releases issued for the Software which GeoGebra shall make available to the Licensee in order to correct errors, bugs or defects in the Software, but expressly excluding any New Version;
New Version	any new version of the Software, including such new version required to support additional operating systems or hardware or a change in the programming language, which such new version requires a new license to be agreed in accordance with clause 5;
Open-Source Software	collectively the Source Code and Language Files which are made available to the Licensee in accordance with the General Public License and the Creative Commons License;
Platform	the Licensee's platform, software, operating system or media as defined in the Product Schedules submitted to GeoGebra in accordance with Permitted Use as stated on the Term Sheet, from which the GeoGebra Materials will be made available to End Users, for example a website, app, or other electronic media and/or associated with print and digital Licensee Products;
Products	the Licensee's product and services, including but not limited to print and ebooks, web services, apps or other digital access or physical support which include, refer to, or incorporate the GeoGebra Materials and/or Software;
Software	the GeoGebra dynamic mathematics software application including its Source Code, Language Files and Installers as expressly made available under the terms of the License to support the GeoGebra Materials;
Source Code	the source code of the Software as available from http://dev.geogebra.org;
Support Services	such services as the Licensee may require from GeoGebra to customise, configure, maintain or support the Software and/or the GeoGebra Materials as stated on the Term Sheet (if required) and which shall be recorded, if required, in detail in the Specification;
Term Sheet	the sheet to which these Terms and Conditions are attached which summarises the commercial terms on which the License is granted by GeoGebra to the Licensee;
Third Party Software	the Open-Source Software and any proprietary third-party software including software libraries.

1. In this Agreement, unless the context requires otherwise:

   1. a reference to a clause or schedule is a reference to a clause in or schedule to this Agreement and clause headings shall not affect the interpretation of the Agreement;
   2. words importing the singular shall include the plural and vice versa and references to any gender shall include all other genders;
   3. references to persons shall include bodies corporate, unincorporated associations, trusts and partnerships;
   4. references to the "parties" means the parties to this Agreement and "party" means any one of them and shall include that person's permitted assignees, transferees or successors in title;
   5. references to any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any order, regulation, instrument or other subordinate legislation made under the relevant statute or statutory provision;
   6. any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
   7. references to "writing" or "written" include faxes, email and any non-transitory form of visible reproduction of words.

2. Grant and Scope of License

   1. In consideration of the License Fee and subject to the Licensee complying with the terms of this Agreement, GeoGebra grants to the Licensee a non-exclusive license for the duration of the License Term to make available the GeoGebra Materials to End Users from the Platform using the Software.

   2. For the purpose of clause 2.1 use of the Software shall be restricted to:

      1. use of the Software in object code form for the purpose of allowing the Licensee to integrate the GeoGebra Materials with the Platform; and
      2. loading the Software onto the Platform for the purposes of making the GeoGebra Materials available to End Users, provided that installation on the Platform for distribution to End Users is made available on terms which are consistent with the terms of this Agreement and, where applicable, the terms of the Creative Commons License and the General Public License.

3. Restrictions and Conditions of the License

   1. Subject to clauses 3.2 and 3.3 the Licensee represents, warrants and undertakes that it shall:

      1. not resell, sub-license or sub-contract, frame, re-publish or re-distribute the Software or GeoGebra Materials to any third party save as set out in this Agreement;
      2. not modify, alter, adapt, translate or edit, or create derivative works of, the Software or any part of it (except as permitted by the Creative Commons License and the General Public License);
      3. not attempt to reverse engineer, decompile or disassemble the Software or any part of it (except as permitted by applicable law or as permitted by the Creative Commons License or the General Public License); and
      4. not circumvent or remove or attempt to circumvent or remove the technological measures applied to the Software for the purposes of preventing unauthorised use.

   2. The Licensee may copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part to the extent that any reduction of or conversion of the Software to machine or human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of the Platform by the Licensee, unless GeoGebra has reserved the right (or is required to) carry out such action as part of the Support Services in consideration of a reasonable commercial fee or has provided the information necessary for the Licensee to achieve such integration within a reasonable period. The Licensee shall request GeoGebra to carry out such action or to provide such information (and shall meet GeoGebra's reasonable costs in providing that information) before undertaking any such reduction or conversion itself.

   3. The Licensee may use the GeoGebra Materials and Software to make educational and learning materials available to End Users as is consistent with the Permitted Use only and on condition that the Licensee ensures the End Users are only permitted to use the GeoGebra Materials for non-commercial purposes only (as is consistent with the Creative Commons License).

   4. The Licensee may not use any such information provided by GeoGebra or obtained by the Licensee during any such reduction permitted under clause 3.2 to create any software whose expression is substantially similar to that of the Software, to create any materials that are substantially similar to the GeoGebra Materials, nor use such information in any manner which would be restricted by any copyright subsisting in the Software or the GeoGebra Materials.

   5. Without the prior written consent of GeoGebra the Licensee shall not:

      1. sub-license, assign or novate the benefit or burden of the License in whole or in part;
      2. allow the GeoGebra Materials or the Software to become the subject of any charge, lien or encumbrance; or
      3. deal in any other manner with any or all of its rights and obligations under this Agreement.

   6. The Licensee shall ensure that:

      1. the Software is made available on the designated Platform for the purposes of the Permitted Use only and the number of persons to whom the Software and GeoGebra Materials is made available does not exceed the number set out on the Term Sheet (if any);
      2. it keeps a complete and accurate record of its copying and disclosure of the Software and its uses, and produce such record to GeoGebra on request from time to time;
      3. it notifies GeoGebra as soon as it becomes aware of any unauthorised use of the GeoGebra Materials or the Software by any person;
      4. it pays for broadening the scope of the License to cover any additional or unauthorised use, an amount equal to the fees which GeoGebra would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced; and
      5. in accordance with clause 11.2, it includes GeoGebra's copyright and attribution notice on all entire and partial copies it makes of the GeoGebra Materials or Software or any materials deriving from use of the Software on any medium.

4. Support Services (Customisation and Configuration)

   1. GeoGebra shall perform the Support Services in accordance with the Licensee's reasonable requirements and in accordance with the detail recorded in the Specification (if appended to this Agreement as stated on the Term Sheet). The Support Services may be delivered via the GeoGebra Website.

   2. GeoGebra shall perform the Services:

      1. in accordance with any reasonable deadlines that the Licensee expressly brings to its attention (alth ough time shall not be of the essence);
      2. with reasonable skill and care and to a standard expected of a professional IT software provider; and
      3. in accordance with all applicable law.

5. Maintenance Releases and New Versions

   1. GeoGebra will provide the Licensee with any Maintenance Release generally made available to its other Licensees (which is normally achieved by making such Maintenance Release available on GeoGebra's website). GeoGebra warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. The Licensee shall install all Maintenance Releases as soon as reasonably practicable after receipt or notification of its availability.
   2. Should, during the Term, GeoGebra issue a New Version it will offer such New Version to the Licensee on such terms as the parties shall agree in good faith and this Agreement (including the License Fee) shall be amended by the parties accordingly.
   3. For the purposes of this clause 5, a Maintenance Release shall only include corrections for problems in the current Release identified by GeoGebra, modifications, enhancements and other improvements which GeoGebra elects to incorporate into and make part of the Software and/or GeoGebra Materials and does not separately market or charge for.

6. License Fee

   1. The Licensee shall pay to GeoGebra the License Fee in accordance with the Payment Terms.

   2. All sums payable under this Agreement are in US dollars and exclusive of VAT or any relevant local sales taxes, for which the Licensee shall be responsible.

   3. During the License Term, and for a period of six (6) years thereafter, Licensee agrees to keep complete and accurate records (including full and accurate financial records) of all matters relating to the License Fee payments made under this Agreement, which shall include records of when all payments were made, showing the method of calculation in arriving at the License Fee, and such records shall be kept in a form which allows accurate checks to be made and shall be supported by all relevant documents which Licensee customarily generates.

   4. GeoGebra (and its employees, agents or representatives) shall have the right from time to time, for the purpose of confirming the accuracy of the statements and amounts due to GeoGebra under this Agreement, to, and/or to appoint an auditor at the cost of GeoGebra to, inspect, audit, copy and make extracts from all such statements, including those aspects of the general ledger and books of account which detail sales generated by Licensee and the number of Purchasers. If any audit reveals that there has been a shortfall in payments made to GeoGebra, Licensee shall pay such shortfall forthwith and, if the shortfall is five per cent (5%) or more of the sums payable in respect of the relevant period, Licensee shall reimburse GeoGebra for its reasonable expenses incurred in respect of the audit, including the reasonable expenses of any independent third party appointed by GeoGebra to conduct the audit.

      If the Licensee fails to pay any amount payable by it under this license GeoGebra may charge the Licensee interest on the overdue amount (payable by the Licensee immediately on demand) from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of the Austrian National Bank (Oesterreichische Nationalbank). Such interest shall accrue on a daily basis and be compounded quarterly.

7. Intellectual Property Rights

   1. The Licensee acknowledges that all Intellectual Property Rights in the Software anywhere in the world belong to GeoGebra (or in the case of Third Party Software which GeoGebra has the right of use, belong to the third party licensor), that rights in the Software are licensed (not assigned) to the Licensee, and that the Licensee has no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement.
   2. Materials generated using GeoGebra are a derived product of the GeoGebra software and thus are under the copyright of both GeoGebra and the party who/which generated the materials. Use of the materials generated using GeoGebra are restricted to the terms of this agreement and protected from commercial use by others.
   3. GeoGebra warrants that it has the rights to grant the License pursuant to clause 2 and to license or sub-license the Third-Party Software to the Licensee on the terms of this Agreement.

8. Warranties

   1. GeoGebra warrants that the Software will conform in all material respects to the Specification for a period of 90 days from the date of execution of this agreement (Warranty Period). If, within the Warranty Period, the Licensee notifies GeoGebra in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Specification, and such defect or fault does not result from the Licensee, or anyone acting with the authority of the Licensee, having amended the Software or used it outside the terms of this Agreement for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by GeoGebra, or it has not been loaded onto Licensee-specified or suitably configured equipment, GeoGebra shall, at GeoGebra's option, do one of the following:

      1. repair the Software;
      2. replace the Software; or
      3. terminate this Agreement immediately by notice in writing to the Licensee and refund any of the License Fees paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee's use of the Software to the date of termination) on return of the Software and all copies thereof,

      provided the Licensee provides all the information that may be necessary to assist GeoGebra in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable GeoGebra to re-create the defect or fault.

   2. GeoGebra does not warrant that the use of the Software will be uninterrupted or error-free and the Licensee acknowledges that complex software is never wholly free from defects, errors and bugs. GeoGebra gives no warranty or representation that the Software will be wholly free from such defects, errors and bugs. 2. The Licensee accepts responsibility for the selection of the Software and the GeoGebra Materials to achieve its intended results and, save as expressly agreed pursuant to this Agreement, acknowledges that the Software has not been developed to meet the individual requirements of the Licensee.

   3. Any Open-Source Software provided by GeoGebra may be used according to the terms and conditions of the specific license under which the relevant Open-Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in clause 8.5.

   4. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

9. Limited Liability

   1. Except as expressly stated in clause 9.2:

      1. GeoGebra shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

         1. indirect loss or special damage even if GeoGebra was aware of the circumstances in which such indirect loss or special damage could arise;
         2. loss of profits;
         3. loss of anticipated savings;
         4. loss of business opportunity;
         5. loss of goodwill;
         6. loss or corruption of data,

         provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Licensee's tangible property that fall within the terms of clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 9.1(a);

      2. the total liability of GeoGebra, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the equivalent of the amount of the License Fee payable in one calendar year; and

      3. the Licensee agrees that, in entering into the Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) GeoGebra shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

   2. The exclusions in clause 9.1 shall apply to the fullest extent permissible at law, but GeoGebra does not exclude liability for:

      1. death or personal injury caused by the negligence of GeoGebra, its officers, employees, contractors or agents;
      2. fraud or fraudulent misrepresentation;
      3. any other liability which may not be excluded by any applicable law.

   3. All dates supplied by GeoGebra for the delivery of the Software and/or GeoGebra Materials or the provision of Support Services shall be treated as approximate only. GeoGebra shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

   4. All references to "GeoGebra" in this clause 9 shall, for the purposes of this clause 9, be treated as including all employees, subcontractors and suppliers of GeoGebra and its affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

   5. The Licensee shall comply with the terms and conditions applicable to the use of Third-Party Software and shall indemnify and hold GeoGebra harmless against any loss or damage which it may suffer or incur as a result of the Licensee's breach of such terms howsoever arising.

   6. GeoGebra may treat the Licensee's breach of any terms and conditions of Third-Party Software as a breach of this Agreement.

10. License Term and Termination

    1. The License Term shall start on the Effective Date and remain in force until the first anniversary of the Effective Date, subject to renewal as set forth below. Licensee shall have the right to distribute each Product that is the subject of a Product Schedule submitted to and confirmed by GeoGebra as per Permitted Use of the Term Sheet, subject to payment of the applicable License Fee. This right extends for a period of three (3) years from the "Applicable 12-month License Term" set forth in the respective Product Schedule (each, a "Distribution Term") in each case subject to earlier termination under clauses 10.2 and 10.2.a. The License Term shall automatically renew for successive one (1)-year periods unless either party gives the other party written notice of its decision not to renew at least ninety (90) days prior to the end of the then current License Term. The initial one (1) year period plus any and all renewal periods shall constitute the "License Term" for all purposes of this Agreement.

    2. This Agreement shall commence on the Effective Date and shall expire at the end of the calendar year in which the final Distribution Term to expire hereunder expires and all obligations of both parties in connection therewith expire or are fulfilled. Either party will have the right to terminate this Agreement and cancel the License Term with immediate effect upon written notice if:

       1. the other party commits a material or persistent breach of this Agreement and (in the case of a material breach which is capable of remedy) fails to remedy that breach within 30 days of being notified in writing of the breach;
       2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;
       3. an order is made for the appointment of an administrator to manage the affairs, business and / or property of the other party, or documents are filed for the appointment of an administrator for such purposes, or notice of intention to appoint an administrator for such purposes is given by the other party or other third party;
       4. a receiver is appointed over any of the other party's assets or undertaking, or if circumstances arise which entitle a court or a creditor to appoint a receiver or manager in respect of any part of the other party's undertaking or assets;
       5. the other party makes any arrangement or composition with its creditors, or makes an application to a court for the protection of its creditors in any way, or becomes bankrupt, or if the other party ceases to trade or threatens to cease to trade;
       6. the other party takes or suffers any similar or analogous action to those referred to in sub-Clauses (b) to (c) above in any jurisdiction.

    3. Termination by either party in accordance with the rights contained in this clause 10 shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

    4. On termination for any reason:

       1. all rights granted to the Licensee under this Agreement shall cease;
       2. the Licensee shall cease all activities authorised by this Agreement, including use of the GeoGebra Materials;
       3. the Licensee shall immediately pay to GeoGebra any sums due to GeoGebra under this Agreement; and
       4. the Licensee shall immediately destroy or return to GeoGebra (at GeoGebra's option) all copies of the Software and GeoGebra Materials then in its possession, custody or control and, in the case of destruction, certify to GeoGebra that it has done so.

    5. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

11. General

    1. Confidentiality. In the event of either party ( Disclosing Party ) making available to the other ( Receiving Party ) confidential information relating to its business, technical or other activities in the course of this Agreement, the Receiving Party shall use its best endeavours to maintain the confidentiality of such information, to the extent that such information is within its control, and not use or disclose such confidential information except to the extent necessary or as may be required by:

       1. to enable the performance of the Receiving Party's obligations under this Agreement;
       2. its employees, officers, representatives, advisers, agents or subcontractors for the express purpose of carrying out their obligations under this Agreement or advising or assisting the Receiving Party in any matter relating to the Agreement; and
       3. law, a court order or any governmental or regulatory authority. The Receiving Party will use all reasonable endeavours to consult Disclosing whenever possible prior to providing such information

    2. Publicity. The Licensee agrees to collaborate and work with GeoGebra in publicizing GeoGebra to End Users and the benefits of maths education more generally and needs to include the following wording in products/services:

       Created with GeoGebra®(on web pages including a hyperlink to https://www.geogebra.org)

    3. Attribution. If Licensee decides to use any publicly shared materials from the GeoGebra website www.geogebra.org authored by a third-party, then citation of the authors is required by including a direct link back to the original work through an attribution with the material (in accordance with the Creative Commons License):

       Created with GeoGebra®, by [name of author – hyperlink to the material on geogebra.org]

    4. Assignment and sub-contracting. The Licensee may not assign, transfer, charge or otherwise deal with all or any of its rights and / or obligations under or pursuant to this Agreement, or sub-contract the performance of any of its obligations under or pursuant to this Agreement without the prior written consent of GeoGebra. The Licensee will not be relieved of any of its obligations and / or duties under this Agreement by virtue of GeoGebra agreeing in writing to the sub-contracting of any or all of its obligations and / or duties under the Agreement.

    5. Notices. Any notice to be given by one party to the other under or in connection with this Agreement shall be in writing and signed by or on behalf of the party giving it. It shall be served by sending it by pre-paid recorded delivery, special delivery or registered post, to the relevant address below (or such other address as a party may notify in writing from time to time):

       1. GeoGebra: [email protected]
       2. Licensee: address as set out on the Term Sheet

       Any notice so served shall be deemed to have been duly given on the second business day following the date of posting.

    6. Severability. If any provision (or part of a provision) of this Agreement is held to be invalid or unenforceable, then such provision (or relevant part, as the case may be) shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions (or remaining part of any provision) of this Agreement.

    7. Waivers. No failure or delay by any party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time.

    8. Variation. No amendment or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of duly authorised representatives of each of the parties.

    9. Entire Agreement. This Agreement sets out the entire agreement and understanding between the parties in respect of the matters covered herein and supersedes any previous arrangement, understanding or agreement between the parties relating to the subject matter of this Agreement.

    10. Relationship of the parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, authorise a party to act as the agent of the other, or authorise any party to make or enter into any commitments for or on behalf of the other party except as expressly provided in this Agreement.

    11. Further Assurances. Each party shall and shall procure that any necessary third parties shall at the other party's cost do all such acts and execute all such documents in a form satisfactory to the other party as the other party may from time to time request in order to carry out the purposes and intent of this Agreement.

    12. Priority. If there is any inconsistency between any of the provisions set out on the Term Sheet and these Terms and Conditions the provisions of the Term Sheet shall prevail.

    13. Third Party Rights. No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.

    14. Governing Law. This Agreement and the relationship between the parties shall be governed by, and interpreted in accordance with, the laws of Austria and the parties agree to submit to the exclusive jurisdiction of the Austrian courts.

    15. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

    16. Identified Materials. The Licensee agrees to provide a hard or electronic copy of identified materials (mailing address: GeoGebra GmbH, Altenbergerstr. 69, 4040 Linz, Austria) and/or a single user account or equivalent log-in access to identified online products and services.