End User License Agreement

END USER LICENSE AGREEMENT

Between YOU and US with the intention of agreeing the TERMS on which the MATERIALS and/or SERVICES should be used by the LICENSEE with the permission of the LICENSOR the terms used are defined at the end of this agreement.

1. LICENSED NOT SOLD

The SYSTEM is licensed not sold by US to YOU to permit YOU to USE THE SYSTEM only under the terms of this Agreement, and WE reserve any rights not expressly granted to YOU. YOU own the media on which the SYSTEM is recorded or fixed but WE and OUR licensors retain ownership of the SYSTEM itself.

2. IPR TERMS & CONDITIONS

This Agreement is conditional on YOU complying with the terms of this Agreement including payment of all sums properly payable for the SYSTEM and subject to that overriding condition it permits YOU until the TERMINATION DATE to USE THE SYSTEM which shall include

(a) to install and/or access the SYSTEM on YOUR digital devices;

(b) to print and/or otherwise create physical forms of any part of the SYSTEM solely for YOUR personal use and

(c) to enjoy the rights particularised in the ENTITLEMENT from time to time.

Unless YOU have OUR prior written consent expressly addressed to YOU, YOU are specifically prohibited from sharing giving selling nor permiting any sharing giving or selling of any access to the SYSTEM to anyone else and should YOU do so, that action or permission given by YOU, whether intended or through YOUR own inactivity, shall be treated as an immediate breach of this Agreement whereupon the Agreement shall immediately automatically TERMINATE without any further notice.

3. TERMINATION

This Agreement is effective until TERMINATION.

4. RESERVE RIGHT TO CHANGE

WE reserve the right to change or modify this Agreement prospectively by giving YOU notice when YOU USE THE SYSTEM. THEREAFER YOU WILL NOT BE PERMITTED TO USE THE SYSTEM WITHOUT YOUR ACCEPTANCE OF THIS MODIFIED FORM OF LICENSE.

5. YOU agree

(a) not to use the SYSTEM in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or in violation of this License and

(b) not to use the SYSTEM to upload, post, host, or transmit in bulk unsolicited e-mail known as Spam, short message service SMS messages, viruses, self-replicating computer programs Worms or any code of a destructive or malicious nature.

6. EXCLUSION OF LIABILITY

The parties agree the following exclusions

(a) All liability of LICENSOR to LICENSEE other than under this Agreement.

(b) WE accept no liability whatsoever to YOU or to anyone else regarding the accuracy of any information data or knowledge contained in or delivered in whole or in part by SYSTEM.

(c) SYSTEM is licensed to YOU as it is and WE provide no warranty as to its accuracy nor completeness in any respect and YOU agree that we have no liability to YOU or to any third LICENSEE with whom YOU deal regarding any such matters.

(d) In no event shall LICENSOR, OUR parent or subsidiaries or any of the licensors, directors, officers, employees, distributors or affiliates of any of the foregoing be liable to YOU for any consequential, incidental, indirect or special damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information and the like), whether foreseeable or unforeseeable, arising out of the USE of or any inability to USE the SYSTEM or accompanying instructional materials whether on TERMINATION or otherwise, regardless of the basis of the claim and even if WE or OUR representative has been advised of the possibility of such damage. OUR liability to YOU for direct damages for any cause whatsoever, and regardless of the form of the action, will be limited to the greater of £1 or the money YOU paid for the SYSTEM that caused the damages. THIS LIMITATION SHALL NOT APPLY IN CASE OF PERSONAL INJURY EXCEPT ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY OR CONSEQUENTIAL OR INCIDENTAL DAMAGES THE ABOVE LIMITATION MAY NOT APPLY TO YOU

7. GOVERNING JURISDICTION

This Agreement shall be construed under the laws of England & Wales, except for that body of law dealing with conflicts of law. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

8. EXISTING COPYRIGHT MATERIALS

The content used in OUR SERVICES are derived from many sources and it is possible that persons may claim copyright over some elements in that content. In those circumstances we offer two options:

(a) either that we acknowledge their copyright and provide them with a source credit within the SYSTEM or

(b) that we will remove the element(s) and replace them with new content as soon as practicable.

If any person claims existing copyright over any content in OUR SERVICES they should advise us immediately by emailing us here and advise whether they wish us to acknowledge their copyright or remove the material from our SERVICE.

9. GENERAL

(a) Notices may be served by email. WE may serve notice on YOU through the SYSTEM. OUR ADDRESS shall be the address for service specified on WEB-SITE. YOUR ADDRESS shall be the address to which WE last sent YOU credentials providing access to SYSTEM or the most recent address that YOU have provided to US whichever is the latter.

(b) If a court finds any provision of this Agreement invalid or unenforceable the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

(c) Nothing contained in this Agreement shall be deemed to constitute either LICENSEE a partner, joint venturer or employee of the other LICENSEE for any purpose.

(d) None of the requirements of this Agreement shall be considered waived unless agreed in writing by OUR duly authorized representative.

(e) The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(f) This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.

(g) This Agreement and each LICENSEE’s obligations shall be binding on the representatives, assigns, and successors of such LICENSEE. Each LICENSEE has signed this Agreement in person or through its authorized representative.

DEFINITIONS

LICENSOR means Cambridge Accelerated Learning System Limited
Registered in England & Wales with Co. No. 10410473
Registered Office: 45 Orchard Close, Burgess Hill, Sussex, United Kingdom RH15 0GF

LICENSEE means any person accepting the terms of this Agreement.

WE, US, OUR shall refer to LICENSOR.

YOU, YOUR shall refer to LICENSEE.

TERMS means the terms and conditions of this agreement.

DATE means the date on which the TERMS of this Agreement were accepted by YOU.

PUBLISHED means any physical and/or digital means whether personally and directly or through any form of recorded media.

MATERIALS means the PUBLISHED information whether textual, graphical, printed, sonic, audio, video or in any other form displayed or distributed through any means to which YOU obtained access when accepting the terms of this Agreement.

SERVICES means all PUBLISHED services whether or not further particularised in this Agreement delivered or attempted to be delivered in any other form displayed or distributed through any means to which YOU obtained access when accepting the terms of this Agreement.

IPR mean all the intellectual property rights in the MATERIALS and SERVICES held by the LICENSOR whether absolutely or under license.

The SYSTEM comprises MATERIALS and/or SERVICES

USE THE SYSTEM means that YOU have accepted the TERMS and have thereby obtained access to MATERIALS and/or SERVICES.

ADDRESS shall include postal and/or email address and/or telephone number.

ENTITLEMENT means the current extent of YOUR right to USE the SYSTEM granted under this Agreement.

PERIOD means the period of this Agreement.

TERMINATION DATE means the date, if any, on which this Agreement expires communicated to YOU by US through any digital means.

TERMINATION of this Agreement by US immediately and without notice from US or judicial resolution will occur on the earlier of

(a) the date on which YOU fail to comply with any provision of this Agreement. Upon such TERMINATION YOU must promptly remove the SYSTEM from YOUR Computer(s) and destroy all physical MATERIALS. It is agreed that YOU shall have no right of Set-Off in relation to any dispute with US regarding TERMINATION and that any claimed right of Set-Off by YOU shall not prevent US from effecting TERMINATION of this License as a result of YOU failing to comply with any provision of this Agreement and

(b) the TERMINATION DATE.

Clauses 6, 7, 8 and 9 of this Agreement shall survive TERMINATION.

This Agreement is deemed accepted and made by YOU with US when YOU interacted with a digital screen to press the on-screen button labelled “Accept”.