University of Surrey
THIS ADDENDUM to the Campus-wide License Agreement is made as of the DATE
(the “Effective Date”) by and between WATERLOO MAPLE INC., a corporation located at 57 Erb
Street West, Waterloo, Ontario, Canada (herein called “WMI”) and
University of Surrey
(herein called the “Licensee”).
WHEREAS WMI and the Licensee have previously entered into a Campus-wide License
Agreement herein called the “License Agreement”);
AND WHEREAS the License Agreement provides for the use of certain software licensed, as
described in the respective Campus Wide Agreement product list, by WMI to the Licensee, herein
called the “Software”, on the terms and conditions set forth in the License Agreement;
AND WHEREAS WMI and the Licensee wish to expand the rights of the Licensee as herein
provided including the granting of the right to the Licensee to permit CD Rom copies of a restricted
time, as further outlined in the respective Campus Wide Agreement, version of the Software to be
made available to full time students, and members of the faculty and staff of the Licensee (herein
individually called a “Student” and collectively called the “Students”) on the terms and conditions
NOW THEREFORE, the parties hereby agree as follows:
1. GRANT OF RIGHTS.
1.01 Right to Grant Licenses. During the Term (as hereinafter defined), WMI grants to the
Licensee the right to grant to Students a non-exclusive, non-transferable, limited time license to install
and use the Software, in executable form only, on the personal computer of the Student. “Term”
means the period from the date of this Addendum to the earlier of (a) the date of termination of the
License Agreement, and (b) the date which is the first anniversary of the date of this Agreement. The
license granted to each Student shall be for a one year term from the date of the initial use of the
Software by the Student. The use of the Software by each Student shall be subject to the end-user
licence established in the Software.
1.02 Right to Copy Software. WMI grants to the Licensee the right to have the Licensee’s
Computing Center or Bookstore provide CD Rom copies of the Software to the Students. The
Licensee shall not otherwise copy the Software or make the Software available to persons other than
1.03 No Right to Copy Documentation. The Licensee shall not copy and shall not permit Students
to copy the documentation for the Software (herein called the “Documentation”). Students may
purchase copies of the Documentation from the publisher of the Documentation directly where the
Licencee is located.
1.04 Restrictions on Use. All rights with respect to the Software not granted herein are reserved by
WMI to the exclusion of the Licensee.
2. DELIVERY OF MASTER COPY
2.01 WMI shall ship or cause its distributor to ship to the Licensee within thirty (30) days of date of
receipt of this executed Addendum one (1) master copy of the Software for reproduction of CD Rom
copies of the Software to be made available to Students. Licensee shall pay all costs of copying and
distributing the Software to the Students. Each CD Rom shall contain the art work and be silk screened
as directed and provided by WMI and any deviations from the specifications provided by WMI shall
be subject to the prior written approval of WMI.
3. LICENSE FEES AND TAXES.
3.01 License Fee. The Licensee shall charge such amount as it may deem appropriate for each
license granted to a Student.
3.02 Taxes. The Licensee shall pay any taxes imposed upon this Addendum, the possession or use
of the Software, excluding however, all taxes on or measured by WMI's income.
4.01 Support Services. The Licensee shall provide support to the Students. WMI and its
distributors shall have no support obligation with respect to the licenses granted to the Students.
5. OWNERSHIP OF LICENSED SOFTWARE.
5.01 Ownership. The Licensee acknowledges that the Software, and all copies thereof made by
Licensee hereunder, are the exclusive property of WMI and all right, title and interest to the Software
including all copyright therein shall at all times remain with WMI. The Licensee further acknowledges
that Licensee has no rights in the Software except those expressly granted by this Agreement.
5.02 Protection. The Licensee will take all reasonable steps to protect the Software from any use,
reproduction, publication, disclosure or distribution except as specifically authorized by this
5.03 Notices. The Licensee will direct the Students, not to remove, alter, cover or distort any
copyright notice, trademark or other proprietary rights notice placed by WMI in or on the Software
and shall ensure that all such notices are reproduced on all authorized copies of the oftware made by
5.04 Information to be Retained: The Licensee will maintain accurate records of all Students that
accept a copy of the Software on a CD from the Licensee. Details should include the name of the
student, the student’s ID number, the term of use, as well as a signature of each Student wherever
possible acknowledging that the Student will adhere to Section 1.02, 1.03 and 5.02.
5.05 Inspection and Audit. Upon fifteen (15) days notice in writing given by WMI to the
Licensee, during normal business hours, WMI, alone or together with any person designated by them
as an adviser, including accountants, management consultants, or others, at its own expense, may
inspect any books and records of the Licensee containing in whole or in part records or information
concerning transactions described in or contemplated by this Agreement, provided that this does not
occur more than once in each calendar year.
6. WARRANTY AND LIMITATIONS OF LIABILITY.
6.01 Warranty. WMI warrants to the Licensee that the media master copy containing the Software
delivered to Licensee is free from defects in materials and workmanship under normal use for a period
of ninety (90) days from the date of delivery to the Licensee. If a defect in such media appears during
such period, the defective media may be returned to WMI, and WMI will replace it without charge to
Licensee. This shall constitute Licensee's sole and exclusive remedy for a breach of the warranty set
forth in this paragraph.
6.02 DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
WMI MAKES NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, AND EXPRESSLY
DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR PARTICULAR PURPOSE.
6.03. LIMITATION OF LIABILITY. WMI’S AND ITS DISTRIBUTOR’S LIABILITY TO
LICENSEE AND EACH STUDENT SHALL BE LIMITED TO DIRECT DAMAGES AND,
EXCEPT AS PROVIDED IN THE SECTION TITLED "INDEMNIFICATION," SHALL NOT
EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY LICENSEE TO DISTRIBUTOR
HEREUNDER. IN NO EVENT WILL WMI OR, ITS DISTRIBUTOR’S BE LIABLE FOR
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS)
SUFFERED BY LICENSEE OR ANYSTUDENT, EVEN IF THEY HAVE PREVIOUSLY BEEN
ADVISED OF THE POSSIBILITY
6.04 INDEMNIFICATION. WMI shall indemnify and hold harmless Licensee and the Students
for any liability due to infringement of any patent, copyright, or trade secret rights of a third party
caused solely by the use of the Software in accordance with the specifications in the Documentation as
long as: (i) the infringement is not caused by the combination of the Software with any other item,
including but not limited to software, data, or hardware; (ii) Licensee promptly notifies WMI in
writing of the Licensee’s first knowledge of a charge of infringement of patent, copyright, or trade
secret rights by another party; (iii) Licensee agrees to allow WMI to fully control any litigation and
settlement of such infringement charges.
In the event of a claim that the Software infringes a third party right or WMI believes that the
Software may infringe a third party right, provided that WMI is given prompt written notice of any
claim and complete authority and information required for the defense, WMI will: (a) replace the
Software, without additional charge, with non-infringing software of substantially equivalent
functionality; (b) modify the Software so that the Software is non-infringing, or (c) obtain a license
from the third party who’s rights have or are being infringed to permit the Licensee and the Students to
continue to use the Software for the balance of the term of use and pay any fee with respect to such
license. If none of the foregoing alternatives is available after WMI has used its reasonable efforts,
WMI shall have the right by notice in writing to the Licensee to terminate this Agreement and to pay
to the Licensee as sole compensation the undepreciated portion of the fee paid by the Licensee to the
Distributor, depreciated over a one year period. In the event of such termination, the Licensee shall
cease using and making the Software available to Students.
7. DEFAULT AND TERMINATION.
7.01 If any one of the following events (each an "event of default") shall occur, namely: (a)
Licensee fails to pay any license fee or any other payment under this Agreement when due; or (b)
Licensee fails to perform any other term, covenant or condition of this Agreement after ten (10) days
written notice; WMI may, at its option, at any time by notice in writing to the Licensee terminate this
Agreement and the Licensee’s right to use the Software as in this Addendum provided.
7.02 Upon termination of this Agreement, Licensee shall remove all copies of the Software from
any data processing or storage equipment and shall destroy all materials (including CDs) duplicates
and copies relating thereto. Licensee shall provide WMI with such reasonable evidentiary information
and material needed to enable WMI to satisfy itself as to such removal and destruction of the
Software, materials, duplicates and copies.
8. GENERAL PROVISIONS
8.01 Assignment. This Agreement may not be assigned by the Licensee, nor may a Student user
license be assigned by a Student, or by operation of law to any other person, persons, firms, or
corporation without the express written approval of WMI.
8.02 Governing Law. This Agreement shall be governed by and construed in accordance with the
substantive laws of the Province of Ontario, Canada. The 1980 United Nations Convention on
Contracts for the International Sale of Goods, as amended, shall not apply.
8.03 WMI Distributor. WMI may contract with one or more of its distributors to perform certain
of its WMI’s obligations set forth in this Agreement. WMI shall give a written notice to the Licensee
providing particulars of the distributor and the specific obligations to be undertaken by such
8.04 Entire Agreement. The parties have read this Agreement and agree to be bound by its terms,
and further agree that it constitutes the complete and entire agreement of the parties and supersedes all
previous communications, oral or written, and all other communications between them relating to the
license and to the subject matter hereof. No representations or statements of any kind made by either
party, which are not expressly stated herein, shall be binding on such party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives.
WATERLOO MAPLE INC. University of Surrey
Student Acceptance Letter
in addition to the
Addendum to the Campus-Wide License Agreement
Waterloo Maple Inc., an Ontario corporation, having its principal office at 57 Erb Street, Waterloo,
Ontario, Canada N2L 6C2 (herein called the Licensor) grants
Street (residence address) Student ID No.
City (residence address)
a non-exclusive and non-transferable right to load, store, and execute the object code version of the
Licensor’s Maple V software product (herein called the Software) on his/her personal computer for a
one year term and only where he/she is a student of the University of Surrey.
I accept the following terms and conditions in addition to the Waterloo Maple Inc. License
I may make one copy of the Software for backup or archive purposes only. I will not make other
copies of the Software without the prior written approval of the Licensor.
I will not assign, rent, transfer, or sublicense the Software or any rights under this Agreement, or
provide time sharing, or operate a service bureau with the Software, or charge a fee to a user,
without the prior written approval of Licensor. I will not use the Software other than for my
personal educational purposes.
I will not reverse engineer, decompile, or disassemble the Software or take any other steps to
discover the trade secrets or confidential information in the Software, including, without limitation,
any internal or external programming interfaces.
Upon termination of this Agreement, I will remove all copies of the Software from any data
processing or storage equipment and will destroy all materials, duplicates and copies relating