THIS E-LEARNING CONTENT LICENSE AGREEMENT (“AGREEMENT”) IS MADE BY AND BETWEEN GENESIS GLOBAL TECHNOLOGY LIMITED (“COMPANY”), INCORPORATED AND REGISTERED IN ENGLAND AND WALES, WITH REGISTERED ADDRESS IN CRAFTWORKS STUDIO,1-3 DUFFERIN STREET LONDON, EC1Y 8NA, ENGLAND WITH ITS COMPANY NUMBER 09498568 AND THE USERUSER ACCESSING THE CONTENT VIA THE LMS (“USERUSER”) . USER IF USERUSER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN USERUSER MUST NOT ACCESS THE LMS OR ANY OF THE CONTENT THEREIN.
1. Definitions
“Content” means the content provided by the Company to the User solely for use on the LMS.“
“LMS” means the Company’s learning management system – Workramp, Inc.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans, whether or not registered.
2. Grant of License
Subject to the terms of this Agreement, Company grants to User a non-exclusive, non-transferable, limited, and revocable license, without the right to sublicense, to access the Content “as-is” via the LMS strictly for the purposes limited to the provisions of this License. Company expressly reserves all other rights.
Restrictions. User will not, nor will User allow a third party to, (i) copy (except for archival purposes), modify, decrypt, disassemble, reverse compile, reverse engineer (except to the extent expressly permitted by applicable law) the Content; (ii) sell, sub-license, rent or offer the Content to any third party; (iii) use the Content in any manner other than via the LMS; (iv) remove any copyright or notices (v) use the Content for competitive analysis or to copy any features, functions or graphics for competitive purposes; or (vi) use the Content in a manner that contradicts the license type.
User may only use the Content for internal training purposes. Content is provided “AS IS,” AND WITHOUT A WARRANTY OF ANY KIND.
Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Content and/or the LMS, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Content and will remain with Company and/or with the LMS provider, as applicable.
3. Limited Warranties
Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.
The Company warrants to the User that, to the best of the Company’s knowledge, the Content: (i) does not infringe in the UK any third party’s Intellectual Property Rights, other proprietary rights or rights of privacy; and (ii) does not violate any law, statute, ordinance or regulation in the UK.
This Agreement sets out the full extent of the Company’s obligations and liabilities in respect of the supply of the Content.
EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE PRODUCT DOCUMENTATION AND SUPPORT DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
4. Limitation of Liability and Precautions
The Company shall not be liable under or in connection with this Agreement for any, loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data or any indirect or consequential loss, in each case howsoever arising, whether such loss or damage was direct or indirect, foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.
Nothing in this Agreement shall operate to exclude or limit the Company’s liability for any liability which cannot be excluded or limited under applicable law.
Subject to item 4(b), above, the Company’s aggregate liability in respect of claims arising out of or in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed US$50.00 (fifty US dollars).
5. Confidentiality
Confidentiality. “Confidential Information” means nonpublic information that either party discloses, or has disclosed, to the other which is designated as being confidential or proprietary, or which is of a nature or presented under circumstances that would cause one to reasonably conclude it should be treated as confidential. Confidential Information will not include any information that: (i) is or subsequently becomes publicly available without breach of any obligation of confidentiality by the receiving party; (ii) became rightfully known to the receiving party prior to disclosure of such information by the disclosing party; (iii) became known to the receiving party from a source other than the disclosing party hereunder, other than by breach of an obligation of confidentiality owed to the disclosing party; or (iv) is independently developed by the receiving party without the use of any Confidential Information received from the disclosing party. Neither party will disclose the Confidential Information of the other party to any third party except to its directors, employees, contractors, or consultants to the extent necessary to carry out the purposes of this Agreement, provided that all such recipients are obligated by a written agreement of confidentiality substantially the same as that described herein. Each party will protect Confidential Information from unauthorized disclosure in the same manner it uses to protect its own proprietary information, and at least a reasonable degree of care. Each party may use the Confidential Information of the other party solely for performing its obligations or exercising its rights under this Agreement. Each party may disclose Confidential Information to the extent required by judicial or governmental order or as necessary to comply with any applicable law or regulation, provided that, unless prohibited, the party making the disclosure gives the other party reasonable notice prior to such disclosure. Each party will promptly return, or destroy, all Confidential Information at the other party’s request or upon termination. Each party acknowledges that monetary damages may not be a sufficient remedy for the unauthorized disclosure of Confidential information of the other party, and the disclosing party may be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
6. Compliance with Laws.
User will comply with all applicable laws related to its use of the LMS and the Contents therein.
7. Term and Termination
These terms are effective from the date the User first accesses the Content until terminated or until User’s license has expired. The Company may terminate this Agreement immediately without notice and without cause. Upon termination, User’s access to the LMS and license to the Content shall immediately cease.
8. Miscellaneous
Force Majeure. The Company will not incur any liability to the User due to any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the Company. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, natural disaster, fire and explosions, or any other events reasonably beyond the control of the Company.
Choice of Law and Venue. This Agreement will be governed by the laws of England and Wales without regard to its choice of law rules. The parties hereby agree to the exclusive jurisdiction of the Courts of England for resolution of any disputes arising out of or in connection with this Agreement.
Severability. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein but will instead be replaced with a provision as similar in meaning to the original as possible.
Entire Agreement. This Agreement, and those additional terms referenced within, constitute the entire agreement between the parties with regard to its subject matter. No modification will be binding unless in writing and signed by the parties.
Assignment. This Agreement and any rights or obligations of User under it may not be assigned, subcontracted or otherwise transferred by User, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation (except where the successor is not a competitor of Company and agrees to be bound by all the terms and conditions of this Agreement, in which case Company’s consent shall not be required), without the prior written consent of Company. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
Waiver. Failure or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.