YuJa Panorama LMS Accessibility Platform

Key Facts

Product Information

Service and Support

Terms and Conditions

Licensor: YuJa Inc. 84 W. Santa Clara St. San Jose, CA 95113. +44 (800) 058-4054 (toll free UK number).

The Chest Order, together with the Licence Terms and Conditions, and any exceptions listed below, create a legally binding contract between your institution, organisation or company and the Licensor. Therefore please read the terms and conditions carefully and only submit a Chest Order if its terms and conditions are acceptable to your institution, organisation or company and you have the authority to make the financial commitment shown.

Licence Type

This licence is subject to the terms and conditions for the Standard Software as a Service (SaaS) Licence (July 2024) This agreement contains variations to these terms and conditions which are available at the bottom of this page under the heading 'Exceptions to Terms and Conditions Content'.

Payment Terms

Chest is an Enterprise of Jisc. All Purchase orders must be made out to Jisc Services Ltd, 4 Portwall Lane, Bristol, BS1 6NB to cover all charges plus VAT. Payments are due within thirty days of invoice date; recipients of late payments are entitled to interest in accordance with UK statutory provisions. 

On receipt of a completed order, sites will be invoiced for the first year of their agreement. For each subsequent year, sites will be invoiced 3-months in advance of their licence anniversary date. Invoices are payable within 30 days of the date of the invoice.

Please note that we will not accept orders without a PO, unless your institution does not require a PO

Exceptions to the Terms and Conditions

Clause 1 (Definitions)

The term "Software" in Clause 1.1 (i) is amended and reads: 
“Software” means the Software as a Service (SaaS) products set out in Schedule 1, comprising the software applications (including any associated database content provided with or embedded within the software applications), online resources and associated metadata, the machine-readable computer programs, and the related documentation, support services and training materials, licensed to Licensee on a subscription basis, that are owned, delivered, and managed remotely by Supplier, within a multi-tenant hosted environment. enterprise archiving (YuJa Himalayas), student response system (YuJa Engage) and digital accessibility product (YuJa Panorama or YuJa EqualGround). 

The term "UK GDPR" is added as a clause between 1.1 (j) and 1.1 (k) and reads:
“UK GDPR” means the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419)

Clause 2 (Licence Grant)

Clause 2.5 is added and reads:
“Licensee Content (as defined below) will be owned by Licensee. “Licensee Content” means any information, videos, data and other material provided or uploaded directly to the Software by Licensee or Authorised Users in the course of receiving or using the Software. The Licensor acknowledges that all proprietary and intellectual property rights in the Licensee Content are the exclusive property of the Licensee or its licensors or the Authorised Users and that this Licence Agreement does not assign or transfer to the Licensor any right, title or interest in such Licensee Content save that the Licensee shall grant to the Licensor all rights necessary for the Licensor to access and use the Licensee Content to the extent necessary to provide access to and use 
of and to ensure functionality of the Software in the manner provided for in this Licence Agreement. 

The Licensor owns and will retain all right, title and interest in and to the Software including all future development of the Software despite the possibility that some of the future development may be requested and/or paid for by the Licensee.”

Clause 2.6 is added and reads: 
"The Licensor reserves the rights to request the Licensee or Authorised User to (a) archive or delete content from the Licensor’s storage that has been unused for 1 year or more; (b) use the Software as permitted under this Licence Agreement.

For unlimited service offerings, for example, Unlimited Media Storage, pricing is based on ordinary and reasonable educational usage. No additional charges beyond the agreed annual price increase cap of 3.5% will be applied unless: (a) there is a significant and sustained increase in usage outside the scope of normal educational activities, and(b) the Licensor has first notified the Licensee and JSL in writing, providing evidence of the increased resource demand with the option for the Licensee to make the necessary adjustments in usage, and(c) the Licensee has agreed to pay any necessary charges. In case the parties are unable to reach a resolution, the Licensor may withdraw the Licensee’s access to the Software upon thirty (30) calendar days' 
notice to the Licensee without any liability.."

Clause 2.7 is added and reads: 
“Additional Terms Specific to YuJa Panorama or YuJa EqualGround and Related Add-On Components.

Subject to the terms and conditions of this Licence Agreement, for Licensee using YuJa Panorama or YuJa EqualGround and related Add-On components (collectively “Panorama or EqualGround”), Licensor will provide Licensee with access to the Panorama or EqualGround and hereby grants Licensee a non-exclusive right to access and use the Panorama or EqualGround during the duration of the Licence Agreement. Licensor does not guarantee that the use of Panorama or EqualGround by Licensee will ensure the accessibility of Licensee’s web content or Licensee’s web services or that the web content of Licensee will comply with any particular web accessibility law or standard. Except as required to be provided under applicable laws. Any information, content transformation, advice or guidance provided by Panorama or EqualGround, including without limitation the results of any website tests or content tests conducted or other advice or guidance with respect to compliance with various accessibility standards, including without limitation the web content accessibility guidelines 2.2 (WCAG 2.2) or laws, rules or regulations is provided solely as a courtesy and is not provided as a legal counsel or advice. Other laws, rules and regulations applicable in England and Wales may apply to Licensee, or Licensee’s customers, or Licensee’s end users depending on the nature of their products and services. Licensor expressly disclaims any implied or express warranties and any liability with respect to any information, content transformation, counsel or guidance provided.”

Clause 3 (Restrictions)

Clause 3.1(c) is amended and now reads: 
“alter, adapt, modify, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code, design or underlying structure or algorithms of the Software or modify or create any derivative works of the Software, except to the extent necessary to make it readable on a computer screen, or as otherwise permitted in this Licence Agreement or by law;” 

Clause 3.2 is added and reads: 
“Notwithstanding any provision in any documents, the Licensee acknowledges that the Software is not designed to store personal health data, personal finance data or Sensitive Personal Data as defined under Article 9(1) of the UK GDPR. Therefore, the Licensor will have no liability under this Licence Agreement for such data stored in the Software, notwithstanding anything to the contrary herein.” 

Clause 5 (Licensor Responsibilities)

Clause 5.2 is amended and reads:
"The undertakings in clause 5.1 replace all conditions and warranties which may otherwise be implied by statute, common law or otherwise. The Licensor makes no representation, express or implied with regard to the merchantability, fitness of the Software for any particular purpose and title.” 

Clause 6 (Fee)

Clause 6.2 is added and reads: 
“To the extent permitted by law, if the Licensee fails to make payment on any undisputed invoice within thirty days of invoice receipt and an additional sixty (60) days grace period, the Licensor shall issue a written notice to the Licensee requiring payment of outstanding amounts within thirty (30) days from the date of such notice. If the overdue undisputed invoice still remains unpaid after the expiry of this written notice, the Licensor reserves the right to suspend the provision of the Software.

Clause 6.3 is added and reads: 
“Annual Fee increases will not exceed 3.5% for products available under this Agreement. The Licensee shall have the right to terminate this Licence Agreement by providing written notice to the Licensor if sufficient Yuja Panorama Agreement 2026 v8 (JSL Standard SaaS Agreement & Licence - July 2024 with variations for Yuja Panorama) funds are not allotted in the Licensee’s future budgets to permit the Licensee to pay the new Fees. Such written notice shall be accompanied by evidence of events demonstrating insufficient funds.”

Clause 6.4 is added and reads: 
"All future updates, upgrades, and features enhancements to the YuJa Panorama under this Licence Agreement are included in the Fees and will be at no additional cost to the Licensee. This does not include new standalone products, separately marketed solutions, or products that require separate licensing agreements." 

Clause 8 (Liability)

Clause 8.1 is amended and reads: 
“Without prejudice to clauses 7, 8.2 and 8.3, the Licensor’s aggregate liability to the Licensee for direct loss or damage, whether arising in contract, strict liability or tort, shall not exceed 100% of the Fees payableunder this Licence Agreement in the twelve (12) months period prior to the date of the event giving rise to the liability even if the Licensee is advised of the possibility of such damages. Any indemnification will be to the extent that such losses, expenses, damages, and liabilities are caused by or result from the negligence or 
misconduct or omissions of the indemnifying party or its officers, agents, or employees.” 

Clause 8.4 is added and reads: 
“In case of any claim for indemnification related to accessibility, Licensor’s liability will be limited to ensuring that the Software is fully accessible by individuals with disabilities and conform to WCAG 2.2 standard. In the 
event any feature of the Software is inaccessible to an individual with a disability, Licensor will take steps to ensure that the Software is compliant with the abovementioned standard.”

Clause 9 (Term and Termination)

Clause 9.6 is added and reads: 
“9.6 Upon termination of this Licence Agreement, where any Licensee Content is stored by the Licensee in the Software, the Licensor shall give the Licensee or its Authorised Users continued access to the Software for a period of [30] days ("Retrieval Period") following the date of termination or expiry of this Licence Agreement for the purpose only of allowing the Licensee and/or Authorised Users to retrieve such Licensee Content, and after expiry of such Retrieval Period, the Licensor may destroy or delete the Licensee Content.” 

A new clause is added between Clause 17 (Legal Construction) and Clause 18 (Standard Jisc Licence for Software as a Service available on Jisc’s Chest Platform - Annex: Home Use Undertakings) 

The added clause is titled "Data Protection" reads: 
"The Licensee is deemed the ‘Data Controller’ and the Licensor the ‘Data Processor’ as defined under the UK GDPR. Any “Processing” of “Personal Data”, as each term is defined by the UK GDPR, carried out pursuant to 
the Order will be governed by the Licensor’s Data Processing Agreement set out in the Appendix to this LicenceAgreement.”

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