In exchange for paying the license fee as an online subscription, MicroAid (Licensor) grants  …………………………………………… (Licensee) a non-exclusive License to use the Software and MicroAid data under the terms of this License agreement.

A      Terms of Usage

ุ       This online subscription is per “online centre”

ุ       An “online centre” under this licence covers up to 5 users. This pricing of the subscription assumes the average volume of use to be expected by one interactive human user.

ุ       The Software is a management tool created by MicroAid to store and retrieve community data online.

ุ       The MicroAid data is coding schemes (“MicroAid product codes”) and activity templates (“MicroAid self help activity infobase”) for use in community development projects.

ุ       This license has a subsidiary Service Level Agreement that defines the service levels provided by MicroAid to its customers.

ุ       The Licensee users have personal access to the software within the pertinent limitations while Licensee is active under the provision of fair use. The Licensee shall apply his/her best endeavours to safeguard the intellectual property, confidential information and proprietary rights of MicroAid.

ุ       Network Centres are restricted to three communities or franchisees. Written permission by MicroAid is required to register additional communities and franchisees. MicroAid reserves the right to cancel registrations that are in violation of this restriction.

ุ       The Licensee agrees to use best efforts to secure that no data analysed with MicroAid products will invade personal or property rights or infringe the copyright or trademark of any person or entity. The Licensee is responsible for compliance with legal regulations in its countries of operation such as the Data Protection Act in the UK.

ุ       The Licensee agrees that data might be temporarily stored on the MicroAid web server and data might be monitored by MicroAid. MicroAid will maintain reasonable efforts to protect data on MicroAid's server that has been transferred under this licence. MicroAid will make reasonable efforts to keep such data confidential.

ุ       Data provided by MicroAid (libraries and resources) and available online may only be used in context of a MicroAid software application. Download of libraries and/or the MicroAid data and software is expressly prohibited as well as use of libraries with other software except permission from MicroAid has been explicitly granted in writing.

ุ       Any results and discoveries derived by the use of MicroAid software and data are the sole property of the licensee. Any data contained in MicroAid libraries and databases are the sole property of MicroAid.

ุ       MicroAid`s explicit written permission must be obtained in order to

• Systematically distribute or make printed or electronic copies of the whole or any part of Licensed Materials (MicroAid data and software - all or parts of them -) to anyone;
• Publish, distribute or make available the Licensed Materials, works based on the licensed materials or works, which combine them with any other material, other than as permitted in this License;
• Remove, alter, abridge, adapt or modify the Licensed Materials, except to the extent necessary to make them perceptible on a computer screen or as otherwise permitted in this license.

B      Warranty Disclaimer

MicroAid agrees to grant to the Licensee the non - exclusive and non - transferable right to give access to the products to the extent that the MicroAid web server is available in the Internet, subject to the terms and conditions of this License. MicroAid accepts no responsibility for access problems that arise outside of MicroAid influence or other circumstances beyond the control of MicroAid, including - without limitation - breakdown or inaccessibility of Internet nodes due to hardware or software problems outside of the MicroAid web server, including incompatibilities arising from alterations of non- MicroAid software.

MicroAid, (“MicroAid”) owns all right, title and interest in the Software and its contents and reserves all rights not expressly granted herein.

THE SOFTWARE IS LICENSED TO YOU ON AN “AS IS” BASIS AND MICROAID  MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTY AS TO  FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MICROAID BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A MICROAID REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. MICROAID’S TOTAL LIABILITY FOR ANY DAMAGES WHATSOEVER SHALL NOT EXCEED THE ACTUAL FEES RECEIVED BY MICROAID FOR THIS LICENSE.

The Licensee acknowledges that the Licensed Material cannot be guaranteed error free and further acknowledges that the existence of any errors shall not constitute a breach of this License. The Licensed Material may include date related information in a form that could be incorrectly interpreted during processing. The licensor gives no warranty that such errors will not occur. The Licensee shall establish the precise nature of any date related information included in the Licensed Material when determining how such data may reasonably be used.

The Licensee acknowledges that access to the MicroAid web server may be interrupted by technical problems at MicroAid for short periods of time. MicroAid will restore access as soon as possible. Changes, updates, or additions to the web server are at sole discretion of MicroAid.

Any links to other web sites are provided for Licensee’s convenience, and MicroAid accepts no responsibility for the content of such other sites and shall not be liable for any damages or injury arising from that content. The responsibility for any use of such sites resides exclusively with the Licensee; MicroAid tools and data may include public domain sources to which certain restrictions by the pre-existing copyrights or other reserved rights may apply. MicroAid solely warrants that MicroAid has incorporated these data on terms of fair use. However, use of such data is bound by the terms set forth by the original owners on such data. MicroAid does not grant implicit or explicit licenses exceeding the original terms nor guarantees access to such public domain resources in case public licenses are changed or cancelled. The licensee will not assert any proprietary rights to any portion of the libraries or databases, or represent the database or any part thereof to anyone as other than MicroAid compilation based on the original sources.

C      Termination of License

ุ       The online subscription terminates on the day the license expires. All Licensee data will be saved as part of normal daily backup and may be erased one month after termination or expiry of the license. Such data may be made available to the Licensee upon payment of any expenses incurred by MicroAid plus a reasonable administration charge.

ุ       The online subscription also terminates immediately if the Licensee violates any of the terms of usage, especially:

• If the Licensee uses robots to start jobs unattended in high volume
• If the Licensee defaults in making payment of the fee as provided in this license
• If the Licensee becomes, threatens or resolves to become the subject of insolvency proceedings or to receivership, liquidation or similar external administration
• If the Licensee, being a firm or partnership, dissolves.

In this case there will be no compensation for the unused time. MicroAid may seek compensation for economic losses caused by illegal or unauthorized use of the online subscription independent of any criminal charges.

ุ       Upon expiry of the license MicroAid is under no obligation to provide a further or renewed license

D      Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that any dispute arising out of or in connection with this license will be subject to and within the jurisdiction of the courts of England and Wales. If any provision of this agreement is ruled by court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this agreement will remain in full force and effect.

E      Waiver

Failure or neglect by either party to enforce at any time any of the provisions of this Agreement shall not be construed or deemed to be a waiver of that party's rights under this License.

F      Alterations to the License

Alterations to this License are only valid if they are recorded in writing and signed by both parties. This License may not be assigned by either party to any other person or organization, nor may either party subcontract any of its obligations, except as provided in this license in respect of the management and operation of the server, without the prior written consent of the other party, which consent shall not unreasonably be withheld.

G     Email

Licensee agrees to receive email from Licensor. Such email can contain information like, but not limited to, update information, new features, and product developments and plans, special campaigns, feedback questionnaires, and other MicroAid marketing related issues. Upon request of Licensee, such email notifications can be objected to and will be terminated effective date of request. Licensee agrees that in such case (for technical reasons) free of charge subscriptions may be discontinued.

H     No Partnership

This license does not create any relationship of employment, partnership or joint venture between the parties.

Accepted for and on behalf of:

MicroAid	Customer
6 Radcliffe Path	Address
London SW8
United Kingdom
Signature:	Signature:
Full Name:	Full Name:
Job Title:	Job Title:
Date:	Date:
Signature:	Signature:
Full  Name :.	Full Name:.
Job Title:	Job Title:
Date:	Date: