BEFORE YOU DOWNLOAD, OR USE OSSIDIAN COURSEWARE, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE. BY DOWNLOADING, OR USING THE COURSEWARE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING licensee OF THE COURSEWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD, OR USE THE COURSEWARE.
When you download or use Ossidian courseware Ossidian Technologies Limited (the “Licensor”) grants you (the “Licensee”) a non-exclusive, non-transferable License for the accompanying software product including electronic documentation, and any associated material (the “Courseware”). The License is effective for twelve (12) months, or for such other period as specifically agreed by contract. You agree to cease using the Ossidian products upon expiry of your License unless and until you renew the license and pay the appropriate fee.
If you are an Individual Licensee, the License permits you personally to “use” (as hereinafter defined) the Courseware for single use upon terms and conditions referred herein. The Courseware may not be transferred electronically from one computer to another nor used over a network.
If you are a Corporate Licensee, you are permitted to “use” (as hereinafter defined) the Courseware by the licensed number of individual users. You agree not to allow access to the Courseware by more than the maximum number of users licensed, that the users are located in the countries and/or regions and/or corporations and/or organizational units specified in the terms of contract and that you will permit only authorized users to have access to the Courseware. licensee further agrees to indemnify and keep indemnified licensor from use of the courseware other than by agreed authorized users.
In this License “use” shall mean and include utilization of the Courseware by copying, transmitting or loading the same into the permanent memory (e.g. hard disk, CD-ROM or other storage device) of a computer system for the processing of the System instructions or statements contained in such Courseware. It shall also mean copying the Courseware which is in machine-readable form for Use by licensee on the System for the purposes only of understanding the contents of such machine-readable material.
The Courseware is NOT free, nor shareware. The License Fee is payable as agreed with Licensor. This fee is subject to change from time to time and does not necessarily include access to on line tutoring, on-line customer support or student activity management feedback for which licensor or its partners may levy additional fees.
By accepting this License you undertake:
1. not to copy the Courseware (other than for normal operation) nor (subject to applicable law rights) to disassemble, decompile or reverse engineer the Courseware; and
2. not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license or create derivative works from the Courseware;
3. to maintain accurate and up-to-date records of the number and location of all copies of the Courseware; and
4. to supervise and control use of the Courseware in accordance with the terms of this License; and
5. to ensure that your employees, agents and other parties who will use the Courseware are notified of this License and the terms hereof prior to such employee, agent or party using the same; and
6. to reproduce and include the copyright notice of licensor as it appears in or on the Courseware on all copies; and
7. not to provide or otherwise make available the Courseware to any person other than your employees or as specified herein without prior written consent from licensor; and
8. not to display the Courseware on a public bulletin board, ftp site, worldwide web site, chat room or by any other unauthorized means; and
9. not to use the Courseware for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot or any other destructive or contaminating program; and
10. within 14 days after the date of termination or discontinuance of this License for whatever reason, to destroy the Courseware and all upgrades or copies.
If you are in the United States of America you also undertake that the Courseware will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Administration Act or any other export laws, restrictions or regulations.
This License may not be assigned, sublicensed or otherwise transferred by licensee, by operation of law or otherwise, without Licensor’s prior written consent, provided that Licensee may assign this License, upon written notice to Licensor, in instances where such assignment is to an entity which acquires all or substantially all of the business of Licensee, whether by merger, consolidation, or acquisition of assets. Additional payments may fall due in such circumstances if the maximum number of users increases beyond the original agreed number. Any potential assignment of license must be agreed by Licensor in advance.
No delay or failure to take action under this License will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of licensor, and no single waiver will constitute a continuing or subsequent waiver.
You may terminate this License at any time by destroying the Courseware, documentation and all copies. No License Fee is refundable in such instance. licensor may terminate this License at any time if you are found in breach of any of these terms. If you are notified of such termination, you must comply with the provisions herein.
OSSIDIAN WARRANTS THAT ERRORS IN THE COURSEWARE CONTENT PROPERLY NOTIFIED TO LICENSOR BY LICENSEE WILL BE PROMPTLY CORRECTED AND THAT REVISED VERSION(S) SHALL BE PROVIDED TO LICENSEE AT THE EARLIEST POSSIBLE TIME.
Licensor may create new versions of its Courseware (“upgrades”) which may add additional content, or correct errors. Same will be made available for download by licensees. licensor lists various available modules and education materials in various catalogues which it publishes from time to time. licensor reserves the right to add new modules and education material at any time and without notice.
LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS LICENSE, THE COURSEWARE, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE APPLICABLE LAW.
NOTWITHSTANDING THE GENERALITY OF PRIOR CLAUSE ABOVE, LICENSOR EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE COURSEWARE HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT LICENSOR INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY IS LIMITED TO THE LICENSE FEE PAID BY LICENSEE FOR THE COURSEWARE (EXCEPT FOR DEATH OR PERSONAL INJURY ARISING FROM LICENSOR’S NEGLIGENCE).
All copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Courseware (including but not limited to all images, animations, audio and other identifiable material relating to the Courseware) are and remain the sole property of Licensor except where they are already the property of another party.
U.S. GOVERNMENT RESTRICTED RIGHTS.
The COURSEWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in sub-paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Courseware clause DFARS 252.227-7013 or sub-paragraph (c)(1) and (2) of the Commercial Computer Courseware Restricted Rights at CFR 52.227-19, as applicable.
If any third party validly claims that the Courseware infringes that party’s patents, or copyrights, Licensor will defend against that claim provided that Licensee:
1. promptly notifies of the claim in writing to Licensor’s place of business no later ten calendar days after the claim is made; and
2. cooperates fully with Licensor in respect of the defence of claim.
If such a claim is validly made, or appears likely to be made, Licensor will enable you to continue using the Courseware, or modify, or replace it to meet Licensor’s contractual obligations. If licensor determines that none of these alternatives is reasonably available, you agree to destroy the Courseware on receipt of a written request to do so, following which you will be given an appropriate credit for the unused period of your license.
You hereby agree that this License shall be governed by and construed in accordance with the European Commission’s Directives and WIPO Treaties on Computer Programs, Copyright and Intellectual Property Rights and in terms of the enforceability of this License, this License shall be deemed “in writing” and “accepted” by both parties. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.
This License constitutes the entire agreement between Licensor and Licensee with respect to the use of Ossidian products and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any additional or different terms or conditions proposed by Licensee or contained in any purchase order are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by licensor. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Licensor.