END-USER LICENCE AGREEMENT (EULA)

 

This agreement is made between:

Psychology Applied Limited (further known as “PAL” or “we”), a company registered in England under company number 13943459 whose registered office is at 63-66 Hatton Gardens, Fifth Floor, Suite 23, London, EC1N8LE (The Publisher/Distributor)

and

You.


Agreement (EULA): 

PSYCHOLOGY APPLIED LIMITED ("PAL"), PROVIDES ACCESS TO THE “LEARNING FROM NORMAL WORK” E-LEARNING COURSE (the “Course”) ON THE TERMS OF THIS END USER LICENCE AGREEMENT (THE "EULA”). YOU MUST READ THIS EULA CAREFULLY BEFORE USING THE E-LEARNING COURSE. THIS EULA CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND PAL. BY SIGNING THIS, YOU AGREE TO THIS, EULA. 

1. INTERPRETATION
 

The following definitions apply to this EULA:
 

"e-learning course":PAL's online learning portal (and any updates to it and new versions made available by PAL from time to time). Users can access the online learning courses and track their progress via a dashboard.
 

"Intellectual Property Rights": all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications tor and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
 

"License": the license granted under clause 3.1.
 

"Third Party Content" means any data, information, or content, including trademarks, logos, software, or other Intellectual Property Rights of a third party, including any which is accessed by your use of the e-learning courses. 

 

2. YOUR USE OF THE E-LEARNING COURSES
 

2.1 Your access to the Course shall be limited to one person (“Participants”).

2.2 Your use of the e-learning courses shall not violate any applicable law, regulation, or terms of use applicable to the use of Third Party Content.

2.3 The e-learning course is provided for general information and collaboration discussion purposes only.

2.4 You are solely responsible for ensuring that you have sufficient and compatible hardware, software, and internet connectivity necessary for the use of the e-learning courses.

2.5. Your access to the Course will expire after 90 days from the registration date. The access extension can be requested by sending an email to: [email protected]

 

3. LICENCE OF THE E-LEARNING COURSES
 

3.1 PAL hereby grants you a license to use the e-learning courses in accordance with the terms of this EULA (the "Licence").

3.2 The Licence is revocable, non-exclusive, non-transferable, and non-sub-licensable.

3.3 You shall not share the e-learning courses with any third party, including your employees who are not registered in the e-learn platform or your contractors / consultants / advisors / business partners / clients.

3.4 You shall not use the e-learning course to:
 a) provide services to third parties;
 b) build a product or service which competes with the e-learning course;

c) build your own version of the course or

c) develop derivatives based on the content of the course, such as: 


3.5 You shall use all reasonable endeavours to prevent any unauthorised access to or use of the e-learning courses. You shall notify PAL promptly of any such unauthorised access or use.

3.6 PAL may modify, suspend or discontinue any part of the e-learning course or otherwise make any changes it considers desirable to the e-learning courses.

 

4. PROPRIETARY RIGHTS
 

4.1 PAL owns all Intellectual Property Rights in the e-learning course materials and content.

Other than as expressly set out in this EULA, PAL does not grant you any intellectual property rights with respect to the e-learning course or any other materials unless expressly provided in this EULA.

4.2 You shall not

or otherwise, deal in any way with the e-learning courses.

4.3. You may not remove any proprietary notices from the e-learning courses.

5. THIRD-PARTY CONTENT
 

5.1 PAL may host Third Party Content that is accessed by your use of the e-learning courses and is in no way involved with the information contained in any Third Party Content PAL does not:

a) initiate the transmission of Third Party Content;

b) select the receiver of any transmitted Third Party Content; or

c) select or modify the information contained in any Third Party Content (other than technical manipulations which take place in the course of the transmission of the Third Party Content and which do not alter the integrity of the information contained in the Third Party Content).

5.2 Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.

5.3 You will indemnify, defend and hold harmless PAL, from and against any claims, costs, damages, losses, liabilities, and expenses (including legal fees) relating to any claims, actions, suits, or proceedings by third parties against PAL arising out of or related in any way to your use of Third Party Content in accordance with this EULA.

 

6. LIMITATION OF LIABILITY
 

6.1 This clause 6 sets out PAL's entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:

a) arising under or in connection with this EULA;

b) in respect of any use made by you of the e-learning course;

c) any Third Party Content; and

d) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act, or omission (including negligence) arising under or in connection with this EULA.

6.2 Except as expressly and specifically provided in this EULA, you assume sole responsibility for your use of the e-learning course and for the results of or conclusions drawn from such use.

6.3 The e-learning course is provided "as is" to the fullest extent permissible pursuant to applicable law. PAL disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the e-leaming courses, its use, and the results of such use.

PAL specifically disclaims any warranty:

a) that the e-learning course and its availability shall be uninterrupted, delayed or error-free;

b) for any loss of user information stored on the e-leaming course dashboard (including grades, certificates, or achievements);

c) that defects shall be corrected;

d) that there are no viruses or other harmful components;

e) that the security methods employed shall be sufficient; or

f) regarding correctness, accuracy, or reliability.

6.4 All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.

6.5 Nothing in this EULA excludes the liability of PAL:

a) for death or personal injury caused by PAL's negligence;

b) for fraud or fraudulent misrepresentation; or

c) any statutory liability not capable of limitation.

 

6.6 Subject to clause 6.5, PAL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution, or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.

6.7 Subject to clause 6.5, PAL's total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to GBP £1O.

7. DATA PROTECTION AND DATA SECURITY
 

7.1 The e-learning course is hosted by the Thinkific.com platform. The data protection addendum is available at the Thinkific Website: https://www.thinkific.com/dpa/

7.2 The overview of data security solutions used by Thinkific is available on their website: https://www.thinkific.com/security-overview/

8. TERMINATION
 

8.1 This EULA will terminate twelve (12) months after the last Participant’s e-learn Access Period expires (the “Term”).

8.2. PAL may terminate this EULA at any time (during the Term) if we reasonably suspect that you have breached any term of this EULA. You may terminate this EULA on reasonable written notice to PAL.

9. WAIVER
 

9.1 A waiver of any right under this EULA is only effective if it is in writing.

 

10. SEVERANCE
 

10.1 If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable, or illegal, the other provisions (or parts of any provisions) shall remain in force to the greatest extent permitted by law.

 

11. ENTIRE AGREEMENT
 

11.1 This EULA and any amendments hereto constitute the whole agreement between the parties with respect to the subject matter hereof and supersedes any previous agreements, understandings, discussions, and negotiations, whether oral or written, express or implied between them with respect hereto.


12. ASSIGNMENT
 

12.1 You shall not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of PAL.


13. THIRD-PARTY RIGHTS
 

13.1 This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.


14. GOVERNING LAW AND JURISDICTION 

14.1 This EULA shall be governed by and construed in accordance with the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.