Definitions

“Intellectual Property Rights” means patents, trademarks, registered designs, copyright, design rights (including those existing in semiconductor topographies, computer software and spread sheets), know-how, and confidential information or any applications for any of the above, and any similar rights existing anywhere in the world, whether existing at the date of this Agreement or created thereafter; Licensee means the person, corporation, unincorporated association or other legal entity to which the Product is supplied by the Supplier; Supplier means grapl Ltd. registered in Scotland number SC479652, whose operational office is at Prospect House, Prospect Business Centre, Dundee Technology Park, DUNDEE, DD2 1TY;

Grant of Licence

The Licensee of the Products (as specified in the order for the Products) has been granted the right by the Supplier to distribute and sub-licence certain rights in respect of the Product. The Supplier hereby grants to the Licensee a personal non-exclusive licence to use the Product in accordance with the instructions contained within the Product for the Licensee’s own internal corporate training and education. In respect of software forming part of the Product, the number of users permitted to use the Product will be dependent upon the number of user licences purchased by the Licensee, specified in the order/invoice for the Products.

Restrictions

The Licensee shall only deal with and/or use the Product as expressly permitted by this Agreement. In particular (but not limited to) the Licensee shall not at any time:

1. permit the use of the Product in any form of commercial public performance, broadcast or other form of transmission, loan or hire and shall not charge any form of fee (whether monetary or in kind) to any third party for access to or use of the Product or any part of it;
2. (except to the extent that such actions cannot be limited by law) copy or otherwise reproduce, alter, modify, disassemble, decompile or otherwise reverse engineer in any way whatsoever the whole or any part of the Product; nor
3. assign, sublicense, rent, lease, loan, convey or transfer the Product (or any part of it) or any of the rights granted to the Licensee under this Agreement to any third party.

The Licensee shall at all times retain the Product (and any and all components of the Product) in its exclusive possession and control. All Intellectual Property Rights contained within or relating to the Product shall remain the property of the Supplier.

Termination

This Agreement shall terminate forthwith in the event that:

1. the Licensee is in material breach of its obligations arising under this Agreement;
2. the Licensee ceases trading or is unable to pay its debts as they fall due or a petition is presented or meeting convened for the purpose of declaring bankrupt or winding up the Licensee or the Licensee enters into bankruptcy, liquidation or administration whether compulsorily or voluntarily, or compounds with its creditors generally or has a receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt or any event analogous to any of the foregoing shall occur in any jurisdiction in which the Licensee is incorporated, resident or carrying on business; or
3. the Licensee is in material breach of any of its obligations under the terms relating to the purchase or supply of the Product to it by the Supplier or such agreement to purchase or supply is terminated for any reason whatsoever.

Upon the termination of this Agreement for any reason whatsoever the Licensee shall at its own cost return the Product and all goods relating to the Product to the Supplier within seven days together with written confirmation of the same on company headed paper.

Warranties

The Supplier makes no warranties or representations (either express or implied) as to the Product’s completeness, accuracy, merchantability or fitness for a particular purpose. The Licensee acknowledges that it is responsible for ensuring that the format in which the Product is supplied is compatible with the Licensee’s equipment and the Supplier shall not be liable in any way for any loss or damage resulting from the use of the Product (or any part of it) in connection with such equipment. The Supplier’s liability (including that by way of negligence) arising under the terms of this Agreement shall be limited to the amount of any sums received by the Supplier as payment for the Products. In no circumstances shall the Supplier be liable to the Licensee for any loss of profits, indirect or consequential loss or damage. The Licensee shall keep the Supplier fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities and demands which the Supplier may incur, or against any proceedings or actions which may be brought or established against the Supplier by any person and which arise out of or by reason of any breach by the Licensee of its obligations under this Agreement however caused.

Miscellaneous

The Licensee shall not assign its rights or obligations under this Agreement. No purported variation of this Agreement shall be effective unless made in writing and signed by both parties.

Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with Scottish law and the parties hereby submit to the jurisdiction of the appropriate Scottish Court, but this Agreement may be enforced in any court of competent jurisdiction.