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1. License Terms
These are the terms and conditions ("Terms") for an agreement whereby the Licensee agrees to apply for, and the Supplier agrees to supply to the Licensee, one or more Products and whereby the Supplier agrees to license such Product(s) on a non-exclusive basis to the Licensee, subject to the terms of the License. All rights not expressly granted to the Licensee in these Terms are reserved to the Supplier. Policies are subject to change without notice.
2. Permitted Use
The Licensee may use or make available the Product for education and training purposes to its officers, employees and those persons whose services are contracted principally to the Licensee ("Permitted Users"). In the case of a training consultant, Permitted Users shall include the consultant's bona fide clients, provided that any audiovisual Product remains in the possession, and under the control, of the consultant at all times.
3. Evaluation & Rental Copies
Where a Product is sent to the Licensee for evaluation purposes, the Licensee may only use such Product for such purpose and shall not use or make it available to any person (including a Permitted User) except those involved in such evaluation. The evaluation period will commence on the date of delivery and expire in 7 days. The cost of the rental copy (excluding shipping and handling) will be deducted from the full Product fee of such Product if purchased within 30 days.
4. Restrictions on Duplication and Dealing
The Products comprise the intellectual property either of the Supplier and/or one or more third parties and are protected by law. The Licensee shall not
(i) copy or duplicate a product in whole or in part (except as may be required to install a CD-ROM format, or as specifically permitted in copies of printed materials supplied or otherwise permitted by the Supplier in writing),
(ii) edit, amend or add to a Product or incorporate it with other material, or
(iii) sell, rent, lend, give or sub-license the Product (whether for reward or otherwise). |
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5. Other Restrictions
The Licensee shall not charge an admission fee for a Product or advertise its use outside the Licensee's organization, and shall only make an audiovisual Product available at any one time on a single TV or computer screen and shall not exhibit or disseminate a Product by any means of terrestrial, satellite, cable or other broadcast or by any means of network or electronic transmission without the written agreement of the Supplier.
6. Price
The Licensee shall pay to the Supplier the fee current at the time of dispatch of the Product (as published from time to time by the Supplier) whether or not there shall have been an increase after the date when the relevant order was received and whether or not the price charged corresponds to any price or quotation relied on when such order was placed. Price and Product available are subject to change without notice.
7. Payment Terms
The Supplier reserves the right to refuse credit to the Licensee. Where credit is granted, the Supplier's invoice will be payable within 30 days. If the Licensee fails to make such payment within 30 days, the Supplier may terminate the License without prejudice to the Licensee's liability to make such payments. The Licensee shall pay interest at the rate of 1.5% per month for any day beyond 30 days in respect of which payment has not been made.
8. Delivery
The Supplier shall use reasonable endeavors to deliver the Product on the day and to the address set out in the order confirmation by such means as the Supplier sees fit. The Licensee shall be responsible for all delivery costs and, in particular, any express delivery surcharge incurred by the Supplier in respect of a Product ordered less than 3 working days prior to the requested delivery date. The Product shall be deemed to have been delivered when and where due unless the Licensee shall have notified the Supplier of late or non-delivery prior to the close of business on the working day immediately following the intended delivery date.
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9. Risk and Care of Product
Risk shall pass to the Licensee on delivery. In the case of a Product rented to the Licensee for a period less than the life of the Product, the Licensee will keep and maintain the Product safe, secure and free from all damage and will pay the Supplier the full cost of replacement or repair in the event of its loss or damage.
10. Return of Product
If a Product does not meet the Licensee's expectations, the Supplier may (at the Supplier's discretion) issue a credit, refund or exchange within 30 business days of the invoice date. All Product(s) returned to the Supplier must be in "sale-quality" condition. A 25% restocking fee may be applied to Product(s) returned between 31-60 business days of the invoice date. No credit, refund or exchange is permitted on Product(s) returned after 60 business days of the invoice date. In the case of a Product evaluation copy, a Product rented to the Licensee, or any returned Product the Licensee shall ensure that the Product is returned by the specified date by an insured carrier at the Licensee's risk and cost. The Licensee is advised that no carrier will consider any claim by the Licensee for loss or damage in transit unless a receipt or tracking number has been obtained by the Licensee.
11. Late Return
In the case of a Product evaluation copy or a Product rented to the Licensee which is not received by the Supplier or an insured carrier on the date after the last date of the License, the Licensee will pay a fee of $75 for any day beyond the evaluation or rental period in respect of which payment has not been made.
12. Term and Termination
The License shall continue either for the fixed period stated in the order confirmation (an "evaluation" or "rental") or for an indefinite period. In any event, the Supplier shall be entitled (without prejudice to its other rights and remedies) to terminate the License if
(i) the Licensee commits a material breach of the License or these terms,
(ii) Licensee goes into liquidation or is the subject of any action or proceeding under bankruptcy or insolvency law (including the appointment of a receiver or administrative receiver) or, fails to comply with the Supplier's request under 25, below, or
(iii) the copy of the Product supplier becomes unfit for use whether through normal wear and tear or otherwise. ON termination or expiry of the License, the Licensee will return the Product to the Supplier within 7 days at the Licensee's cost.
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13. Product Warranties
The Supplier makes no warranties or representations, either express or implied, in relation to the Product's completeness, accuracy, merchantability or fitness for a particular purpose. In particular, the Licensee shall be responsible for ensuring that the format in which the Product is supplied is compatible with and suitable for use in conjunction with the Licensee's video, computer or other relevant system and otherwise fit for the purpose intended by the Licensee. The Supplier shall not be liable for any loss to the Licensee through damage to the video, computer or otherwise resulting from the Licensee's failure to ensure such compatibility, suitability or fitness.
14. Defective Products
Unless the Licensee notifies the Supplier of any technical, shipping or manufacturing defect in the videocassette or other format in which the Product is supplied within 3 working days of delivery and returns such Product within 30 business days to the Supplier, the Product will be deemed to have been delivered free of any such damage or defects.
15. Liability of the Supplier
Save in respect of
(i) death and personal injury arising from the negligence of the Supplier and/or its employees and
(ii) other liabilities whose limitation is excluded or restricted by statute, the Supplier shall only be liable for the direct loss incurred by the Licensee as a result of the Supplier's failure to delivery a Product by the due date. The Supplier shall not be liable for any loss or damage arising from or in any way connected with the supply failure to supply, use of or inability to use a Product whether in contract, tort, negligence or under any statutory duty or otherwise including, without limitation, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss, even where the Supplier has been advised of the possibility of such loss or damage.
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AIM Learning Group | 2008
