This Education Agreement (“Agreement”) is made by and between the MEGA group entity as defined in Schedule 2 (“MEGA”) and the University as defined in the applicable form, which has acquired the software programs for educational purposes.

IMPORTANT NOTICE! UNLESS OTHERWISE NEGOTIATED IN A SPECIFIC AGREEMENT BETWEEN THE UNIVERSITY AND MEGA, UNIVERSITY USE OF THE SOFTWARE IS SUBJECT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. THEREFORE, PLEASE SCROLL THROUGH AND READ ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN UNIVERSITY AND MEGA FOR YOUR USE OF THE SOFTWARE.
1. UNIVERSITY WILL INDICATE ITS ACCEPTANCE OF THIS AGREEMENT BY CLICKING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO CLICK “I AGREE” ON THE PLATFORM PROVIDED.
2. IF UNIVERSITY DOES NOT AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT IN ITS ENTIRETY AND WITHOUT MODIFICATION OR ADDITION, THEN UNIVERSITY DOES NOT HAVE A LICENSE TO USE THE SOFTWARE AND SHOULD CONTACT MEGA.

1. DEFINITIONS.
“Documentation” means the help screens accessed within the Software and any printed or electronic user manuals provided to the University together with the Software. Documentation does not include training or course materials licensed or sold separately, or any custom specifications provided to the University.
“Effective Date” means the date on which the University on any third-party on behalf of the University clicks “I Agree” on the form or a similar affirmation as applicable, which appears during the registration of the University.
“Intellectual Property” means, with respect to a party, all forms of intellectual property rights and protections held by such party and may include without limitation all right, title and interest arising under English law, and laws of other countries in and to all (a) patents and all filed, pending or potential applications for patents, including any reissue, re-examination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (b) trade secret rights and equivalent rights; (c) copyrights, other literary property or authors’ rights, whether or not protected by copyright or as a mask work; and (d) proprietary indicia, trademarks, trade names, symbols, domain names, URL’s, logos and/or brand names.
“License Parameter” means definitions and limitations of the University’s license(s) or permitted scope of use for Software, as set forth on the Schedule. A License Parameter may consist of the number of users, users profiles, databases, or any other applicable use limitation and/or measurement specified in the Schedule. Notwithstanding anything to the contrary herein, the University shall have no right to use the Software in excess of the applicable License Parameters.
“Software” means each software program in object code form as specified in the Schedule for licensing by MEGA to the University in accordance with this Agreement, provided that for the purposes of this Agreement “Software” also includes its Documentation and any Updates.
Named licence means a licence that is assigned to a specific user.
Concurrent licence means that multiple users can be marked as admins but only one admin can be logged in at any one time.

2. SCOPE OF USE; RESTRICTIONS.
2.1 Scope of use
2.1.1 On Premises Subscription.
If the University wishes to use the Software on premises, MEGA will grant to the University for the duration of the licence term, an unlimited number of free of charge, non-exclusive, non-transferable concurrent licenses to install, access and use the Software specified in the Schedule, solely for the University’s own internal non-profit operations in a research or educational context. The licence granted hereunder is further limited by the Licence Parameters set forth in the Schedule for the relevant Software. In the event that the University exceeds the applicable Licence Parameter MEGA reserves the right to terminate immediately the Contract without prejudice to damages and interests which the MEGA party may reclaim.
2.1.2 SaaS Subscription.
If the University chooses a Cloud subscription, MEGA will grant to the University free of charge, non-exclusive, non-transferable Concurrent licenses to access and use the Software for the duration set forth in the Schedule.
2.1.3 Named licences.
If the University opts for EDU licences, MEGA will grant non-exclusive, non-transferable Named licences, subject to fees, detailed in the relevant order form or purchase order.
2.2 Restrictions. The University’s use of the Software is limited to the equipment and operating system configurations specified in the Documentation, the number of copies, users, profiles, and servers, databases, or such other restrictions as set forth in the Schedule. The University may not use the Software on behalf of or for the benefit of any other person or entity, and may not allow use by any other person or entity, other than the Subsidiaries listed in the Schedule.
Except as expressly specified herein or in the Schedule, the University may not license, sublicense, sell, resell, rent, lease, loan, lend, transfer, assign, distribute or otherwise make available the Software by any means whatsoever. The University may not use the Software as a service bureau, as an application service provider, to perform consulting or training services for any third party or in any commercial time-share arrangement. The University may not use the Software in contravention to any applicable law or mandatory regulations.
The University shall not (i) modify, adapt, decompile, disassemble, reverse engineer the Software, or (ii) create or prepare derivative works based upon the Software or any part thereof, or (iii) remove or destroy any proprietary markings or restrictive legends placed upon or contained in the Software. In the event of a contradiction between the Schedule and this document, the Schedule shall prevail.

3. DELIVERY OF SOFTWARE.
MEGA or its authorized designee will deliver the licence key or login information to the University promptly following the Effective Date by electronic delivery.. The University will be solely responsible for installing the On-Premise Software on its own computer systems, which shall comply with all relevant requirements set forth in the Documentation.

4. CONFIDENTIALITY.
4.1. Confidential Information. As used in this Agreement, “Confidential Information” means financial data, Software descriptions, potential Software development ideas, database descriptions, business workflow, and business information (including, without limitation, computer programs, software, databases, names and expertise of employees, suppliers, and consultants, University lists, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, University and software development plans, forecasts, strategies and information) which are confidential, nonpublic, competitively sensitive, private, and/or proprietary and which are disclosed by one party under this Agreement to the other party. Although certain of the Confidential Information will be labeled “Confidential” or “Proprietary” (or with some similar wording), or identified orally as such, this Agreement shall also apply to information that the party receiving such Confidential Information should otherwise reasonably construe as confidential or proprietary under the circumstances. By way of example and not limitation, the Software and Documentation shall constitute Confidential Information of MEGA.
4.2. Non-Disclosure. Each party agrees (a) not to use or disclose to any third party the Confidential Information disclosed to it by the other party (“Disclosing Party”) for any purpose other than as contemplated by this Agreement, and (b) to protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own Confidential Information, but at a minimum to use commercially reasonable efforts.

5. PERSONAL DATAMEGA may collect personal data as described in the MEGA Group Data Privacy Policy, available on the website www.mega.com.

6. WARRANTY.
6.1 Limited Warranty. The University acknowledges that (i) the Software is provided "as is" without express or implied warranty. In particular, MEGA does not warrant that the Software is error-free, will operate without interruption, is compatible with the User’s equipment and Products configuration, or will meet otherwise the University’s needs.
6.2 Third-Party Software. The University acknowledges that the Software may contain or be accompanied by certain third parties’ hardware and/or software products (“Third-Party Software”). This Third-Party Software may be subject to special license notices and terms and/or conditions (“Third-Party Notices”). In this case, they will be listed in the Schedule with a reference to the location where the Third-Party Notices can be read.
The University acknowledges that the Software may also contain Open Source software. The Supplier warrants that the Software does not include any software that requires as a condition of its use, modification, or distribution, that the Software must be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributed free of enforceable intellectual property rights. The Supplier warrants that the Software does not include any code that is licensed or distributed under the GNU's General Public License or variations of the preceding licensing and distribution model. The list of such Open Source software is available on MEGA’s website at the following URL http://community.mega.com/t5/Legal/bg-p/legal or on request from the University to MEGA.
The Third-Party Software and Open Source Software are not warranted by MEGA. The Third-Party Notices may include important licensing and warranty information and disclaimers. In the event of conflict between the Third-Party Notices and the other portions of this EULA, the Third-Party Notices will take precedence (but solely with respect to the Third-Party Software to which the Third-Party Notices relate).

7 DISCLAIMER. MEGA, ITS AFFILIATES, OR SUPPLIERS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF MEGA HAS BEEN INFORMED OF SUCH PURPOSE, OR ANY REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. MEGA SHALL NOT BE RESPONSIBLE FOR THE UNIVERSITY’S USE OF THE SOFTWARE. MEGA, ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO HARDWARE OR NETWORK DOWNTIME, INTERFERENCE, BANDWIDTH, INTERRUPTION, OUTAGE, OR QUALITY OR SPEED OF ACCESS OR TRANSMISSION OF DATA OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. MEGA, ITS AFFILIATES OR SUPPLIERS EXPRESSLY DISCLAIM ALL REPRESENTATION OR WARRANTIES WITH RESPECT TO TE CONTENT PUBLISHED ON THE PLATFORM BY THE UNIVERSITY OR ANY USER. NO AGENT OR RESELLER OF MEGA IS AUTHORISED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF MEGA AS SET FORTH HEREIN.

8. INTELLECTUAL PROPERTY.
8.1 Intellectual Property. The University shall obtain no rights in any MEGA Intellectual Property (including the Software and any algorithms, methodologies, models, data included in or provided with the Software) except those limited, non-exclusive rights expressly granted under this Agreement. MEGA will retain all ownership rights in and to all MEGA Intellectual Property. The University shall comply with the restrictions on use for the Software and shall take all reasonable steps to prevent unauthorised use, access, copying or disclosure of MEGA Intellectual Property. The University shall promptly notify MEGA of known unauthorized use of any MEGA Intellectual Property. The University shall not contest the validity of the MEGA Intellectual Property. Notwithstanding the foregoing, any work developed by the University shall remain University’s intellectual property and MEGA shall obtain no rights in any of it.
8.2 Trademarks. The University is not authorized to use any Software or corporate name, designation, logo, trade name, trademark, service name or service mark of MEGA, its affiliates, or suppliers in any marketing materials, offering circular, prospectus or otherwise, without the prior written consent of MEGA. The University agrees not to harm, either directly or indirectly, MEGA’s brand image. All right granted by the MEGA in this article is discretionary and can be withdrawn at any time without explanation.

9. LIMITATION OF LIABILITY.
Under no circumstances will MEGA, its affiliates, or its suppliers be liable to the University for any special, indirect, incidental, consequential, exemplary or punitive damages of any kind, including, but not limited to, compensation, reimbursement or damages on account of the loss of present or prospective profits, expenditures, investments or commitments, whether made in the establishment, development or maintenance of business reputation or goodwill, for loss of data, cost of substitute software, cost of capital, and the claims of any third party, or for any other reason whatsoever. The liability of MEGA, its affiliates, or its suppliers, if any, and the University’s sole and exclusive remedy for damages for any claim of any kind whatsoever under this agreement or with respect to the software provided by MEGA, shall not exceed 10 00 EUR.

10. TERM; TERMINATION.
10.1 Master Agreement. This Agreement shall be in full force and effect as of the Effective Date and shall govern the provision of all Software by MEGA to the University for a period specified in the Schedule. Any tacit renewal is excluded.
10.2 Termination. This Agreement may be terminated by either party upon written notice if the other party (a) breaches any material term or condition of this Agreement and fails to remedy the breach within thirty (30) days after being given written notice thereof. MEGA may terminate this Agreement immediately, on written notice, if the University commits a material breach constituting a violation of MEGA Intellectual Property rights.
10.3 Effects of Termination. Upon termination for any reason, the University shall (i) cease all use of the Software for which the licence is terminated, (ii) promptly destroy or return to MEGA (at the University's expense) any Software and all material containing the affected Software, and any and all related Documentation, including all MEGA Intellectual Property; (iii) expunge all affected Software in its computer systems; and (iv) upon request certify in writing to MEGA the University's compliance with this Section.

11. MISCELLANEOUS.
11.1 University Reference. The University agrees that MEGA may (a) use The University’s name in MEGA’s University list and, (b) upon approval by the University, issue a press release generally describing the parties’ relationship under this Agreement.
11.2 Force Majeure. Performance under this Agreement may be postponed or extended automatically to the extent that either party is prevented from performing its obligations under this Agreement as a result of a cause beyond its reasonable control, such as an accident, act of a civil or military authority, act of God, earthquake, embargo, fire, flood, intervening change in law or governmental regulation, riot, strike, shortage of transportation or communication facilities, pandemic, disruption of telecommunication networks, terrorism or war.
11.3 Governing Law. This Agreement hereunder are governed by the laws of the MEGA entity you are contracting with as set out in the column “Jurisdiction” in Schedule 3, as applied to contracts to be performed wholly within such jurisdiction, and without regard to the U.N. Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of the courts located in the country and state of the applicable MEGA entity as set out in the column “Governing Law” of Appendix 3 of this EULA, in any action arising out of or relating to this Agreement, and agree that any action arising out of or relating to this Agreement shall be maintained in the same jurisdiction. In the event of a dispute arising out of or in connection with this Agreement, the party prevailing in such dispute shall be entitled to recover its reasonable expenses, costs and attorneys’ fees, in addition to all other appropriate relief. The English language shall control the interpretation of this Agreement and all other writings and resolution of disputes between the parties.
11.4 Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement of MEGA and the University relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements and communications with respect to the subject matter hereof.
11.5 Survival. The terms contained in Sections “CONFIDENTIALITY”, “WARRANTY”, “INTELLECTUAL PROPERTY”, “LIMITATION OF LIABILITY”, “MISCELLANEOUS” of this Agreement shall survive the expiration or termination of this Agreement.
11.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, including a facsimile or a scanned image and/or PDF version, and all of which together shall be considered one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.


SCHEDULE 1 – List of products

The list of available products is detailed in the document introducing our partnership policy.

SCHEDULE 2 – List of MEGA entities depending on the country of location of University

Depending on the location of the country of the End-User of the Software, the MEGA entity that End-User will be contracting with will be: