Pro Licence

CodeCogs Equation Editor Licence Agreement v.2/

This licence is dated 20 Jan 2025

PARTIES

(1) ZYBA LIMITED, incorporated and registered in the United Kingdom with company number 5190331 whose registered office is at Broadwood, Holford, Bridgwater, Somerset (“Supplier”).

(2) , incorporated and registered in whose registered office is at (“Customer”).

AGREED TERMS

1. INTERPRETATION

The definitions and rules of interpretation in this clause apply in this licence.

• End Users: Individual users of the Customer’s product.
• Equation Editor: A web-based system that helps users write equations in the LaTeX markup standard. The tool provides a graphical toolbar with a number of drop-down panels containing shortcuts to many standard LaTeX commands, along with keyboard shortcuts to assist in the creation of equations. The editor automatically shows a preview of the equation the user is developing, allowing mistakes in the markup to be identified and corrected quickly.
• Licence Duration: One (1) year from the date of payment of the Licence Fee, plus one (1) additional year for each annual Renewal Fee.
• Fee: A licence fee paid by the Customer to the Supplier pursuant to this licence.
• Renewal Fee: A fee paid prior to licence expiry (usually annually) by the Customer to the Supplier to extend the Licence Duration by one (1) additional year.
• Intellectual Property Rights: All patents, copyrights, design rights, trademarks, 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.
• Install: To transfer the Software from a distribution format to a permanent location on disk and prepare it for its particular environment and application.
• Maintenance Release: A release of the Software which corrects faults, adds functionality, or otherwise amends or upgrades the Software, but does not constitute a New Version.
• Modification: Any Maintenance Release.
• Network Use: A program designed to accept remote connections (e.g., HTTP, FTP) from external computer systems or to operate across multiple computers simultaneously.
• New Product: Any derivative product developed by the Customer or any of its associates that incorporates the Software.
• New Version: Any new edition of the Software publicly marketed and offered for purchase by the Supplier, being a version with significant differences from previous versions generally accepted in the marketplace as a new product.
• Permitted Domains: One World Wide Web (www) domain: and associated subdomains.
• Web Service: An online service to display the Equation Editor in a popup window in response to End User requests; to embed the Equation Editor within a Customer’s webpage; to convert LaTeX equations into graphical images for display on the Permitted Domains or End Users' electronic devices.
• Fair Usage: Use of the Web Service to generate, on average over 7 consecutive days, less than equations per day.
• Software: Scripts and code to access the Web Service.
• Specification: The supplied Software necessary to interact with the Web Service. A demo system can be trialed online at http://www.codecogs.com/latex/about.php
• Third Party: Any person or entity not controlled by the Customer.

2. LICENCE

In consideration of the Fee paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive licence:

1. to install and use the Software to provide the Web Service for the Permitted Domains for the Licence Duration;
2. to access the Web Service for designing and generating equations, subject to Fair Usage;
3. to use the Software in the normal course of the Customer’s business, including creating online mathematical content (the “Permitted Use”); and
4. to develop, modify, and maintain the Software.

3. SCOPE OF USE

3.1 In relation to the scope of use:

1. The Customer may not use the Software other than as specified in clause 2 without the prior written consent of the Supplier. The Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier;
2. The Customer may change the Permitted Domains once a month and must request any changes in writing to the Supplier;
3. The Customer may make as many backup copies of the Software as necessary for lawful use in accordance with clause 2.

3.2 The Customer shall permit the Supplier to inspect and access any premises, and the computer equipment located there, where the Software is kept or used, and any records kept pursuant to this licence, to ensure compliance with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

4. COVENANTS OF THE CUSTOMER

4.1 The Customer undertakes that:

1. it shall not use the Web Service on websites other than the Permitted Domains;
2. it shall not sell, licence, or otherwise distribute a New Product without prior written consent or additional licences from the Supplier;
3. it shall not provide a new online service (or equivalent) that permits other internet or intranet domains to access the Web Service, except the Permitted Domains;
4. the Customer has no right to sub-license, assign the benefit or burden of this licence in whole or in part, or allow the Software to become the subject of any charge, lien, or encumbrance without the prior written consent of the Supplier. The Supplier may sub-license, assign, charge, or otherwise transfer any of its rights or obligations under this licence with prior written consent of the Customer;
5. it shall not set up an equivalent website that competes with the Web Service provided by CodeCogs.com;
6. it shall take reasonable steps to remain within the assigned Fair Usage, and will not attempt to circumvent, obfuscate, or otherwise confuse the Supplier’s monitoring to continue using the Web Service beyond the Fair Usage limit. When notified by the Supplier, it will reduce usage below Fair Usage within 48 hours or pay additional fees set by the Supplier.

4.2 Except as stated in clause 2, the Customer shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, or make error corrections to the Web Service in whole or in part.

5. MODIFICATIONS

The Supplier shall inform the Customer of any Modifications to the Software.

6. SUPPLIER’S WARRANTIES AND LIMITS OF LIABILITY

6.1 The Supplier warrants that the Software and Web Service will conform in all material respects to the Specification during this licence (“Licence Period”). If, within the Licence Period, the Customer notifies the Supplier in writing of any defect or fault in the Software, and such defect or fault does not result from amendments made by the Customer, the Supplier shall, at its option, do one of the following:

1. repair the Software if reasonably practicable; or
2. replace the Software; or
3. terminate this licence immediately by notice in writing to the Customer and refund any Fee paid as of the termination date, less a reasonable sum for the Customer’s use of the Software to the termination date, on return of the Software and all copies.

provided the Customer provides all the information necessary to assist the Supplier in resolving the defect or fault, including sufficient information to enable the Supplier to recreate the defect or fault.

6.2 The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.

6.3 The Customer accepts responsibility for selecting the Software to achieve its intended results.

6.4 All other conditions, warranties, or terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract are excluded, including without limitation, the implied conditions, warranties, or terms as to satisfactory quality, fitness for purpose, or the use of reasonable skill and care.

6.5 Except as expressly stated in clause 6.6:

1. The Supplier’s liability, whether under this licence or any collateral contract, for loss of or damage to the Customer’s tangible property caused by the negligence of the Supplier, its officers, employees, contractors, or agents, shall not exceed the amount paid by the Customer within the preceding 12 months under this agreement;
2. The Supplier shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether they arise in contract, tort (including negligence), or otherwise howsoever, which fall within any of the following categories:
   • special damage even though the Supplier was aware of the circumstances in which such special damage could arise;
   • loss of profits;
   • loss of anticipated savings;
   • loss of business opportunity;
   • loss of goodwill;
   • loss of data;
3. This clause 6.5(b) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 6.5(a) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 6.5(b);
4. Save as provided in clause 6.6, the total liability of the Supplier shall in no circumstances exceed a sum equal to one hundred percent (100%) of the Fee; and
5. The Customer agrees that, in entering into this licence, it did not rely on any representations (whether written or oral) of any kind or from any person other than those expressly set out in this licence or (if it did rely on any representations not expressly set out in this licence) that it shall have no remedy in respect of such representations, and the Supplier shall have no liability other than pursuant to the express terms of this licence.

6.6 The exclusions in clause 6.5 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors, or agents; for fraud or fraudulent misrepresentation; for breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or for any other liability which may not be excluded by law.

7. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that all Intellectual Property Rights in the Software and any Modifications belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.

8. TERMINATION

8.1 This licence will expire at the end of the Licence Duration.

8.2 The Customer may terminate this licence at any time, with a written 30-day notice to the Supplier. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period if the breach has not been cured.

8.3 Termination by the Supplier in accordance with the rights contained in clause 8.2 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.

8.4 On termination for any reason:

1. all rights granted to the Customer under this licence shall cease;
2. the Customer shall cease all activities authorised by this licence;
3. the Customer shall immediately destroy or return to the Supplier (at the Supplier’s option) all copies of the Software then in its possession, custody, or control and, in the case of destruction, certify to the Supplier that it has done so.

9. CONFIDENTIALITY AND PUBLICITY

9.1 Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party.

9.2 The provisions of clause 9 shall remain in full force and effect notwithstanding termination of this licence for any reason.

10. WAIVER

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

11. SEVERABILITY

If any provision of this licence is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

12. AMENDMENTS

Any amendment, waiver, or variation of this licence shall not be binding on the parties unless set out in writing, expressed to amend this licence, and signed by or on behalf of each of the parties.

13. THIRD PARTY RIGHTS

No term of this licence is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this licence.

14. NOTICES

Any notice required to be given pursuant to this agreement shall be in writing, and shall be sent to the other party marked for the attention of the person at the address set out for such party in this licence. Notices may be sent by first-class mail, fax, or email. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting, and correctly directed faxes or emails shall be deemed to have been received instantaneously on transmission.

15. ENTIRE AGREEMENT

This licence contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements, and understandings between the parties relating to that subject matter.

16. GOVERNING LAW AND JURISDICTION

This licence agreement, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.

This licence has been entered into on the date stated at the beginning of it.

Signed by Dr W.J.D. Bateman

for and on behalf of ZYBA LIMITED

Signed by

for and on behalf of

Complete Transaction