License Agreement

Change Activation Toolkit: Organizational license


This Digital Product License Agreement (the “Agreement”) is entered into as of the receipted date of purchase of a Digital Product (the ‘Change Activation Toolkit’) between Branded Well LTD (trading as ‘Better Business Learning’) of 98 Oslo Court Prince Albert Road London NW8 7EP United Kingdom (hereinafter called “Producer”) and the purchasing individual or organisation (hereinafter called “Licensee”).

AGREEMENT

1. The Licensee represents that their organisation has a total employee number appropriate to the license option they have purchased.

2. The Producer grants to Licensee the non-exclusive right (the “Right”) to transmit and reproduce the Change Activation Toolkit with related facilitator’s guides, participant’s worksheets, further reading guides and other materials (the “Digital Product”) for employee learning and development, provided that Licensee agrees to limit the use of said Digital Product to those display purposes and conditions as specified in this Agreement. All rights not specifically granted to Licensee are reserved to the Producer.

3. All Transmissions and reproductions of the Digital Product listed in Section 2 must be for instructional purposes only solely to the Licensee’s employees. The Transmission cannot be used for any showing requiring admission payment. Licensee represents that no unauthorised transmissions or copies will be will be made or distributed. Licensee shall indemnify the Producer for any damages or costs resulting from such prohibited copies or transmissions.

4. The license for reproduction and transmission under this Agreement applies to unlimited reproduction of the Digital Product for archive and safety purposes and for distribution and transmission to the Licensee’s employees. Copies are not to be distributed to externally. No derivative products are to be created. Transmission methods to include but not limited to internal streaming, web-ex and broadcast.

5. Licensee agrees that reproductions and transmissions will include all copyright notices in the same form and in the same place as they appear on the Digital Product.

6. Licensee will able to download the same Digital Product up to 5 times over a 1 year period. File formats for the Digital Product may include (but are not limited to) MP4 video, Microsoft Word and Adobe PDF documents. Technical requirements to access the Digital Product are listed in the Digital Product Terms and Conditions of Sale.

7. When using an outside vendor for duplication, transmission or training, the Licensee will take reasonable business care and prudence in ensuring that no unauthorised copies are made and that vendor returns all copies provided once the services are rendered.

8. In the event of default by Licensee on any terms and/or requirements provided for hereunder, Licensee would be given notice of such default immediately via email. If the default is not remedied within five days after receipt of such notice, and if the default is prior to the transmission of the Digital Product, the Agreement will be terminated and legal action may be taken. In the event of such termination, all rights shall immediately revert to the Producer. Licensee shall pay any applicable attorney fees incurred in association with the termination and/or breach of this Agreement.

9. This Agreement represents the entire Agreement between the parties relating to the subject matter hereof and supersedes all prior representations, understandings, discussions, negotiations, correspondence, and agreements, whether written or oral and whether by either party’s employees or representatives. Licensee has not relied on any representation, agreement or understanding not expressly set forth herein.

10. The parties agree that this Agreement shall be governed by and construed under English law, as applicable to agreements made and to be performed in such state, without regard to principles of conflicts of law.

11. This Agreement may not be assigned by Licensee without the prior written permission of the Producer.