‘Agreed Purpose’ means [for training purposes]
‘Customer’ means you
‘Fee’ means [£Price Paid (+VAT)]
‘Intellectual Property Rights’ means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
‘Media’ means [Product Purchased]
‘Supplier’ means Social Film Drama Limited
‘Site’ means [www.justiceworkshop.com]
In consideration of the Fee paid by the Customer to the Supplier, the Supplier shall grant to the Customer a non-exclusive, non-transferable, non-assignable for a term of 1 year to use the Media which may be accessed from the Site only, or from DVD if before the Digital Licence Tracker is launched.
- This licence shall take effect once we send the email to you to accept your order on the Site;
- In relation to scope of use:
- for the purposes of clause 1.1, use of the Media shall be restricted to use of the Media in its current unedited form.
- For the purposes of clause 1.1, "use of the Media" means:
- the viewing of the Media using the Site by you or your employees;
- the screening of the Media using the Site (or your digital hub/intranet) by you or your employees for the Agreed Purpose
without the prior written consent of the Supplier.
- the Customer may not use the Film other than as specified in clause 1.1 and clause 1.2 without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier.
- The Customer shall record the number and location of all copies of the Media which have been provided by the Supplier (if any) or the details of any user accounts created by or for the Customer or the Customers employees and take steps to prevent unauthorised copying of the Media or access to the Site and produce such records to the Supplier on request from time to time.
- except as expressly stated in this clause 1, the Customer has no right (and shall not permit any third party) to copy, adapt, modify or edit the Media in whole or in part without the written authorisation of the Supplier.
- The Customer shall not:
- sub-license, assign or novate the benefit or burden of this licence in whole or in part;
- share, replicate or duplicate the Media;
- screen the Media to any persons other than the Agreed Audience;
- share any account details or create any accounts other than those for employees on the Site;
- allow the Media to become the subject of any charge, lien or encumbrance; and
- deal in any other manner with any or all of its rights and obligations under this agreement,
Limits of liability
- The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- The Customer shall:
- ensure that any unused accounts, or accounts belonging to employees who leave its employ are deleted;
- notify the Supplier as soon as it becomes aware of any unauthorized use of the Media or the Site by any person;
- pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
- The Customer shall permit the Supplier to inspect and have access to any premises (and any equipment) at or on which the Media is being kept or used or the Site being accessed, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying 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.
Intellectual property rights
- Except as expressly stated in clause 2.2:
- the Supplier shall not in any circumstances have any 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 the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
- special damage even if 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 or corruption of data,
- the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
- the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
- The exclusions in clause 2.1 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;
- fraud or fraudulent misrepresentation;
- 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
- any other liability which may not be excluded by law.
- All dates supplied by the Supplier for the delivery of the Media or the provision of access to the Site shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
- All references to "the Supplier" in this clause 2 shall, for the purposes of this clause and clause 11 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 11.
provided that if the Supplier modifies or replaces the Media, the modified or replacement Media must comply with any warranties contained this licence and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.
- The Customer acknowledges that all Intellectual Property Rights in the Media belong and shall belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Media or Site other than the right to use it in accordance with the terms of this licence.
The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 3.2 shall not apply where the Claim in question is attributable to possession or use of the Media (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Media in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Media not so combined.
- If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier's obligations under clause 3.2 are conditional on the Customer:
- as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
- not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
- giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
- subject to the Supplier providing security to the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
- If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
- procure for the Customer the right to continue to use the Media (or any part thereof) in accordance with the terms of this licence;
- modify the Media so that it ceases to be infringing; or
- terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Media to the date of termination) on return of the Media and all copies thereof,
Duration and termination
- Notwithstanding any other provision in this agreement, clause 11.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third-Party Media or through the breach of any Third-Party Additional Terms by the Customer.
- This clause 3 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 2.1.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.
- Without affecting any other right or remedy available to the Supplier, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
- the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
- the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of the Customer.
- Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
- Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
- On termination for any reason:
- all rights granted to the Customer under this licence shall cease;
- the Customer shall cease all activities authorised by this licence;
- the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; and
- the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Media then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
- Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- This licence, any schedules and any documents annexed as appendices to this licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
Each party acknowledges that, in entering into this licence, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (“Representation”) other than as expressly set out in this licence.
- Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
- Nothing in this clause shall limit or exclude any liability for fraud.
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
No partnership or agency
- If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
- If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.
- Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Governing law and jurisdiction
- Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
- Any notice shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
- This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).