End user license agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE REACT2.COM SERVICE (scroll down for a printable pdf version)

This licence agreement ("Licence") is a legal agreement between you ("Licensee" or "you") and React2 Ltd., a company incorporated in Scotland (Company No. SC162119) with its registered office at 20 Standalane View, Peebles, UK, EH45 8LS ("Licensor" or "we") for this react2.com service ("Service"), which includes the react2.com programs and exercises, the associated media, printed materials and online/ electronic documentation ("Documentation").

BY USING THIS SERVICE YOU AGREE TO THE TERMS OF THIS LICENCE, WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SERVICE TO YOU AND YOU MUST DISCONTINUE USE OF THE SERVICE NOW AND ACCORDINGLY NOT PROCEED ANY FURTHER. YOU MUST DELETE ANY USERNAMES OR PASSWORDS THAT YOU HAVE ACQUIRED OR MADE AND YOU MUST, IF APPLICABLE, RETURN THE MEDIUM ON WHICH THE SERVICE IS STORED AND ALL ACCOMPANYING DOCUMENTATION TO THE RETAILER WHERE YOU PURCHASED THEM, TOGETHER WITH PROOF OF PAYMENT WITHIN FIFTEEN DAYS OF PURCHASE. IF YOU CANCEL YOUR SUBSCRIPTION AND COMPLY WITH THE PROCEDURE SET OUT IN THE PREVIOUS SENTENCE YOU WILL RECEIVE A FULL REFUND. IF YOU PURCHASED THIS SERVICE FROM AN AUTHORISED THIRDPARTY RETAILER, PLEASE NOTE THAT THE RETAILER HAS THE RIGHT TO ENTER INTO THIS LICENCE ON OUR BEHALF.

Interpretation

In this Licence unless otherwise expressly stated:-

1.1. references to Clauses are to clauses of this Licence;

1.2. references to the singular include reference to the plural and vice versa;

1.3. headings are inserted for convenience only and shall not affect the construction or interpretation of this Licence;

1.4. references to a Party or the Parties are to a party or the parties to this Licence; and

1.5. any phrase introduced by the terms "including", "include", "in particular" or any similar expression are illustrative and do not limit the sense of the words preceding those terms and such terms shall be deemed to be followed by the words "without limitation".

Grant and scope of licence

2.1. In consideration of you agreeing to abide by the terms of this Licence and subject to: (i) any limits on duration agreed between the Licensor and the Licensee; and/ or (ii) payment by the Licensee of any applicable licence fees and/ or subscription payments, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Service and the Documentation on the terms of this Licence.

2.2. You may:

2.2.1. if you are a private individual end user, install and use the Service for your private purposes only

2.2.2 if you have a professional license that you use the Service for the number of concurrent users agreed between you and us.

2.2.3. use any Documentation in support of the use permitted under Clause 2.1 and make one copy of the Documentation as is reasonably necessary for its lawful use.

Licensee's undertakings

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

3.1. not to copy the Service or Documentation except where such copying is incidental to normal use of the Service or where it is necessary for the purpose of back-up or operational security;

3.2. not to sell, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or Documentation;

3.3. not to make alterations to, or modifications of, the whole or any part of the Service nor permit the Service or any part of it to be combined with, or become incorporated in, any other programs.

3.4. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter- operability of the Service with another Service program, and provided that the information obtained by you during such activities:

3.4.1. is used only for the purpose of achieving inter-operability of the Service with another program;

3.4.2. is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and

3.4.3. is not used to create any Service or program which is substantially similar to the Service;

3.5. to keep all usernames and passwords for the Service secure and to maintain accurate and up-to-date records;

3.6. (in the event that the Licensee is an organisation) to supervise and control use of the Service and ensure that the Service is used by your employees and representatives in accordance with the terms of this Licence;

3.7. to include the copyright notice of the Licensor on all entire and partial copies of the Service in any form;

3.8. not to provide, or otherwise make available, the Service in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from the Licensor;

Intellectual property rights

4.1. You acknowledge that all intellectual property rights in and to the Service and the Documentation throughout the world belong to the Licensor or its licensors, that rights in the Service are licensed (not sold) to you, and that you have no rights in, or to, the Service or the Documentation other than the right to use them in accordance with the terms of this Licence.

4.2. You acknowledge that you have no right to have access to the Service in source code form or in unlocked coding or with comments.

Warranty

5.1. The Licensor warrants that:

5.1.1. If a defect in the Service occurs during the Subscription Period;

5.1.2. during the Subscription Period, the Service will, when properly used, perform substantially in

accordance with the functions described in the Documentation, and the Documentation correctly describes the operation of the Service in all material respects; and

5.1.3. it has tested the Service for viruses using commercially available virus-checking Service, consistent with current industry practice.

5.2. You acknowledge that the Service has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Service as described in the Documentation meet your requirements.

5.3. You acknowledge that the Service may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.

5.4. Subject to your compliance with the terms of this Licence, if, within the Subscription Period, you notify the Licensor in writing of any defect or fault in the Service in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Service or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Service, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.

Licensor's liability

6.1. Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.

6.2. Subject to Clause 6.1, the Licensor shall not be liable under or in connection with this Licence or any collateral contract for:

6.2.1. loss of income;

6.2.2. loss of business profits or contracts;

6.2.3. business interruption;

6.2.4. loss of the use of money or anticipated savings;

6.2.5. loss of information;

6.2.6. loss of opportunity, goodwill or reputation;

6.2.7. loss of, damage to or corruption of data; or

6.2.8. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise; provided that this Clause 6.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of Clause 5 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this Clause 6.2.

6.3. Subject to Clauses 6.1 and 6.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to ONE HUNDRED PERCENT (100%) of the Licence Fee.

6.4. Subject to Clause 6.1, 6.2 and 6.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.

6.5. This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Service and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Service and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

Termination

7.1. The Licensor may terminate this Licence immediately by written notice to you if:

7.1.1. You commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or

7.1.2. a petition for a bankruptcy order to be made against you has been presented to the court; or

7.1.3. the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its

creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986).

7.2. Upon termination for any reason:

7.2.1. all rights granted to you under this Licence shall cease;

7.2.2. you must cease all activities authorised by this Licence;

7.2.3. you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and

7.2.4. you must immediately delete or remove the Service from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Service then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.

7.2.5 You may terminate this License by giving a minimum of 28 days notice. The licensor will refund any prepaid subscription fees to you on a pro rata basis.

Transfer of rights and obligations

8.1. This Licence is binding on you and us and on our respective successors and assigns.

8.2. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.

8.3. The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.

Events outside the Licensor's control

9.1. The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Licence that is caused by an event outside his reasonable control ("Force Majeure Event").

9.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular the following:

9.2.1. strikes, lock-outs or other industrial action;

9.2.2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

9.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

9.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

9.2.5. impossibility of the use of public or private telecommunications networks;

9.2.6. the acts, decrees, legislation, regulations or restrictions of any government.

9.3. The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.

Waiver

10.1. If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which it entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

10.2. A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.

10.3. No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

Severability

Should any provision of this Agreement be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction:

11.1. if by substituting a shorter time period or more restricted application of the provision, it would be valid and

enforceable, such shorter time period or more restricted application shall be substituted.

11.2. if Clause 11.1 is not applicable:

11.2.1. such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the Parties and shall be deemed not to be included in this Agreement in that jurisdiction;

11.2.2. the other provisions of this Agreement shall be binding on the Parties in that jurisdiction as if such provision were not included herein;

11.2.3. the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and

11.2.4. the Parties shall negotiate in good faith to agree an alternative provision in terms which as closely as possible achieve the intention of the Parties in the original provision, do not substantially impair the Parties' original interests and do not render such provisions invalid or unenforceable.

Entire Agreement

12.1. This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Service and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

12.2. We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.

12.3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other Party's only remedy shall be for breach of contract as provided in this Licence.

Law and jurisdiction

This Licence is governed by Scottish law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of Scotland.

Please click the pdf link below to download a printable version of this End User Licence Agreement.