EULA (Institution)

These terms are for schools, colleges and universities, and the people they give seats
to. They add to our End User Licence Agreement (the EULA). Where these terms and the EULA
disagree, these terms win.

For learning, not for business. You can use an Institution Licence for teaching, study,
coursework, your institution's own productions (even ticketed ones), and unpaid,
non-commercial projects. You must not use it for paid work or for any commercial
organisation.

The app shows "For Educational Use Only". Showing it is a condition of the licence.
Don't deliberately hide it or get around it.

Institution licences are free and reset every year. The institution's owner is the only
person who manages the licence and decides who gets a seat. Each year, on the reset date,
every seat except the owner's comes back to the institution.

When a seat ends, the account becomes a Free Viewer Account. You don't keep the version
you had. A seat never becomes a Dormant Account.

The sections below are the terms themselves. If this summary and the terms below ever differ,
the terms below apply.

These Institution Licence Terms (“Institution Terms”) are an agreement between you and Cue Point Technology Ltd of Bruce Lodge, Bishopton Lane, Bishopton, Stratford-Upon-Avon, England, CV37 9QY with Company Number: 13279487 (“Cue Point Technology Ltd”, “we”, “us” or “our”).

They apply to the Software when it is used under an Institution Licence, and they supplement
our End User Licence Agreement (“EULA”). Words defined in the EULA have the
same meaning here. If anything in these Institution Terms conflicts with the EULA, these
Institution Terms take precedence for the Institution Licence. In all other respects the EULA
applies in full.

How these Institution Terms are accepted. Each person accepts these Institution Terms by
ticking a box confirming that they agree to them:

  • the Institution Owner, on the Institution’s behalf, before giving out any seats; and

  • each Seat Holder, for themselves, before first using a seat under an Institution Licence.

If you do not accept them, you may not use the Software under an Institution Licence.

1. Definitions

  • Institution: a school, college, university or other educational organisation, including
    an online one, that we have approved for an Institution Licence.

  • Institution Licence: a free licence we grant to an Institution for a number of seats
    that we set.

  • Institution Owner: the one person who manages the Institution Licence on the
    Institution’s behalf, and who is the owner of the Institution’s account.

  • Seat Holder: a person to whom an Institution has given a seat under its Institution
    Licence. This includes the Institution Owner while they hold a seat.

  • Educational Use: use of the Software for:

    • teaching, learning, study, coursework and assessment;

    • academic research carried out by an Institution or its students, including research
      funded by a third party, but not research carried out as a paid service for that third
      party;

    • In-House Productions; and

    • Non-Commercial Projects.

  • In-House Production: a production, performance or event organised and operated by an
    Institution, or by its students as part of their course of study, primarily for educational
    purposes. This includes one for which the Institution sells tickets, but excludes one
    undertaken for, with, or on behalf of an external commercial organisation.

  • Non-Commercial Project: a production, performance, event or project for which nobody
    (including you, the Institution, the organiser and any venue) receives payment, a fee or
    any other reward for the work the Software is used for, and which is not undertaken for,
    with, or on behalf of a commercial organisation. A community or charity production in which
    everyone involved is unpaid is a Non-Commercial Project.

  • Reset Date: the date each year on which an Institution Licence’s seats are returned to
    the Institution, as described in section 4.

  • Watermark: the “For Educational Use Only” notice that the Software displays when used
    under an Institution Licence.

2. Educational Use only

2.1 You may use the Software under an Institution Licence for Educational Use only. Anything
that is not Educational Use is not permitted.

2.2 In particular, you must not use the Software under an Institution Licence:

  • for any work for which you, or anyone else, receives payment, a fee or any other reward,
    other than an In-House Production;

  • for, with, or on behalf of any client, employer or commercial organisation; or

  • to provide services to any third party for payment.

2.3 For the avoidance of doubt, an Institution selling tickets to its own In-House
Production, and an unpaid community or charity production that is a Non-Commercial Project,
are both Educational Use.

2.4 If you want to use the Software for anything other than Educational Use, you need an
Annual Plan Account.

3. The Watermark

3.1 The Software displays the Watermark when used under an Institution Licence. Display of the
Watermark is a condition of the Institution Licence.

3.2 You must not deliberately remove, hide, cover, crop, alter or obscure the Watermark, or
use any technical or other means intended to prevent it from being displayed. Doing so is a
material breach of these Institution Terms. Ordinary use that happens to hide the Watermark
for a moment, such as another window covering it, is not a breach.

3.3 Versions of the Software that do not support Institution Licences will run as a Free
Viewer Account for Seat Holders. To use a seat, you must use a version of the Software that
supports it.

4. Institution Licences

4.1 Eligibility. We may refuse an application if we are not reasonably satisfied that the
applicant is an eligible Institution, and we may ask for evidence. If an existing Institution
no longer meets our eligibility requirements, we may end its Institution Licence under
section 4.11.

4.2 Authority. The Institution Owner confirms that they are authorised to accept these
Institution Terms on behalf of the Institution. Where these Institution Terms say “you” in
relation to an Institution Licence, that means the Institution.

4.3 Free of charge. Institution Licences are free. We set the number of seats and may
change it at any time. If we reduce it below the number of seats in use, the most recently
given seats are suspended first. The Institution Owner’s seat is never suspended because of a
reduction. Suspended seats do not come back automatically: the Institution must give them
out again.

4.4 Giving out seats. The Institution must only give seats to its own enrolled students
and its own staff, and only for Educational Use. It must remove a person’s seat promptly when
they leave the Institution or stop needing it for Educational Use.

4.5 One manager. The Institution Owner is the only person who can manage the
Institution Licence. No other Seat Holder can be given administrator or management rights.

4.6 Changing the Institution Owner. If the Institution Owner leaves the Institution,
loses access to their account, or can no longer act, the Institution must tell us. We may
transfer the Institution Owner role to another authorised representative of the Institution
after carrying out any checks we consider reasonably necessary. When the role is
transferred, the former Institution Owner’s seat is treated like any other seat.

4.7 Responsibility for Seat Holders. The Institution must take reasonable steps to make
sure that everyone it gives a seat to uses the Software in line with these Institution Terms
and the EULA, and must act promptly if we tell it about a breach.

4.8 Yearly reset. On each Reset Date, every seat under the Institution Licence except the
Institution Owner’s is removed automatically and returned to the Institution. Anyone who
still needs a seat afterwards must be given one again by the Institution. The Institution
Owner keeps their seat only while they remain the Institution Owner and eligible under
section 4.4.

4.9 When the Reset Date falls. The first Reset Date is 12 months after the Institution
Licence starts. Each later Reset Date is 12 months after the previous one. Resets take place
at 00:00 UTC on the Reset Date.

4.10 Bringing the Reset Date forward. The Institution Owner may bring the next Reset Date
forward once in each period between Reset Dates, to any date from the following day onwards.
They may not postpone it or choose a date that has passed. When the Reset Date is brought
forward, later Reset Dates are calculated from the new date.

4.11 Ending an Institution Licence. An Institution Licence continues until either party
ends it. The Institution may end it at any time by telling us. We may end it:

  • by giving the Institution Owner 30 days’ notice by email;

  • immediately, if the Institution commits a material breach of these Institution Terms or the
    EULA; or

  • immediately, if breaches by Seat Holders are serious or repeated, or are not reasonably
    dealt with by the Institution after we tell it about them.

4.12 Individual Seat Holders. If a Seat Holder breaches these Institution Terms or the
EULA, we may suspend or remove that Seat Holder’s access without ending the Institution
Licence.

4.13 Personal data of Seat Holders. When the Institution gives a person a seat, it gives us
that person’s email address. The Institution confirms that it is allowed to do so. The
Institution Owner can see the email addresses of the Seat Holders on the Institution’s
account. Our Privacy and Cookie Policy explains how we handle
personal data.

5. Suspension and ending

5.1 Suspension. While an Institution Licence or a seat is suspended, the affected user may
use the Software only as a Free Viewer Account, unless we tell them otherwise. Suspension is
temporary and can be lifted.

5.2 A seat ends when:

  • the Seat Holder’s seat is removed by the Institution, by us, or by a yearly reset under
    section 4.8; or

  • the Institution Licence is ended under section 4.11.

Ending is permanent. To use a seat again, a new one must be given.

5.3 When a seat ends, the account becomes a Free Viewer Account. Ending a seat does not, by
itself, delete the Seat Holder’s account or projects.

5.4 No Dormant Account. A seat never becomes a Dormant Account. Seat Holders do not keep
a licence to use the version of the Software they had, and the Dormant Account terms in
section 2 of the EULA do not apply.

5.5 Continuity Period. The Continuity Period in section 9 of the EULA does not apply when a
seat ends under section 5.2. If we discontinue the Software or cease to operate as a business,
section 9 of the EULA applies only to seats that are active at that time.

6. Support and updates

6.1 While a seat is active, its Seat Holder may use the updates to the Software that we make
generally available for their supported version of the Software. This is not a promise that
any particular update will be made. Section 11 of the EULA otherwise applies.

6.2 Technical support for Institution Licences is provided at our discretion. Institutions
should send questions through the Institution Owner.

7. Age

7.1 Where an Institution gives a seat to a person under 18, the Institution confirms that it
has any consent needed for that person to have a CuePoints account.

8. Our rights if these terms are broken

8.1 If we reasonably believe that an Institution Licence or a seat is being used for anything
other than Educational Use, that the Watermark has been deliberately interfered with, or that
any information given to us to obtain an Institution Licence was false, we may suspend or end
that Institution Licence or seat immediately.

8.2 Our other rights under the EULA, including under section 17, are not affected.

9. Liability

9.1 Section 15 of the EULA applies to Institution Licences.

9.2 Subject to the exclusions and exceptions to liability set out in section 15 of the EULA,
including that nothing limits liability that cannot lawfully be limited, our total aggregate
liability arising from or in connection with an Institution Licence, whether to the
Institution or to its Seat Holders, will not exceed £100.

10. Changes to these Institution Terms

We may change these Institution Terms in the same way, and on the same basis, as section 18
of the EULA. We may ask you to agree to a changed version before you next give out a seat or
use a seat.