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|End User Licence||Site policy||All users|
1.1 These terms are the basis on which you (‘the Licensee’) are granted a licence to access online and digital content prepared and provided by, or on behalf of, Cognissentials dba KAA Online (‘the Licensor’). The Licensor is incorporated and registered in England and Wales with company number 12507413 whose registered office is at 27 St. George’s Road, Scholes, Holmfirth, West Yorkshire HD9 1UQ.
1.2 The definitions referred to in this Licence are as follows:
Content: all content including text, information, data, software, executable code, images, audio, or video material in any medium or form provided by the Licensor to the Licensee, as described in the Subscription Agreement.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Reserved Rights: all rights in, or in relation to, the Content that are not expressly granted to Licensee under this agreement and any other rights (whether known now, or created later, and whether or not in the contemplation of the parties at the time of this agreement).
Software: the portal or other software provided by the Licensor to the Licensee on which to access the Content.
Subscription Agreement: The agreement between the individual or company who paid for your licence and for the provisions of services, including digital content for which this licence relates, and the Licensor.
2. GRANT OF LICENCE
2.1 The Licensor hereby grants to the Licensee a non-transferable, non-exclusive licence to use the Content during the Licence Period in the Territory for the Purpose.
2.2 The licence granted to the Licensee is strictly limited to, and the Licensee shall use the Content solely for, the Purpose.
2.3 The Licensee shall not grant sub-licences, in whole or in part, of any of the rights granted under this agreement, or sub-contract any aspects of exploitation of the rights licensed to it.
2.4 The Licensor may require the removal of, or editorial revisions to, any of the Content licensed to the Licensee under this agreement at any time. The Licensee agrees to effect that removal or editorial revisions within 14 days of receipt of the request.
3. LICENSOR'S OBLIGATIONS AND RIGHTS
3.1 The Licensor expressly retains the Reserved Rights for its own and/or third party exploitation.
3.2 The Licensor may require the Licensee to cease all use of any of the Content if it reasonably believes that the Licensee’s use of this Content infringes the Intellectual Property Rights of any third party, or breaches any applicable law or regulation. In this instance, the Licensor may terminate this Agreement immediately on written notice.
4. LICENSEE'S OBLIGATIONS AND RIGHTS
4.1 The Licensee shall not:
a) allow the Software to become the subject of any charge, lien or encumbrance; and
b) deal in any other manner with any or all of its rights and obligations under this agreement.
c) Copy, amend or distribute the Content to anyone who does not hold a Licence for the Content with the Licensor.
4.2 The Licensee may not change, amend or develop the Content in any way without the Licensor's prior written consent.
4.3 The Licensee shall comply with all applicable laws in performing its obligations and exercising its rights under this agreement.
4.4 The Licensee shall obtain, at its own cost, all clearances, consents and provisions (including from any relevant authorities, collecting societies and other relevant third parties) that are required in connection with its exploitation of the Content, and shall pay any applicable fees and royalties to any relevant collection societies in accordance with their rules.
4.5 The Licensee shall not infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Content.
4.6 The Licensee shall ensure that the Content is kept secure and in an encrypted form, and shall use the best available practices and systems to:
a) enforce the territorial and use restrictions of this agreement; and
b) prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Content.
4.7 If the Licensee becomes aware of any misuse of any Content, or any security breach in connection with this agreement that could compromise the security or integrity of the Content or otherwise adversely affect the Licensor, the Licensee shall, at the Licensee's expense, promptly notify the Licensor and fully co-operate with the Licensor to remedy the issue as soon as reasonably practicable. The Licensor may suspend the Licensee's rights under this agreement until the misuse or security breach is remedied.
4.8 The Licensee shall permit the Licensor to inspect and have access to any premises (and to the computer equipment located there) at or on which the Content is used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Licensee is complying with the terms of this licence, provided that the Licensor provides reasonable advance notice to the Licensee of such inspections, which shall take place at reasonable times.
5. INTELLECTUAL PROPERTY RIGHTS
The Licensor retains ownership of all Intellectual Property Rights in the Content which it may create.
6.1 Each party warrants to the other that it has full power and authority to enter into and perform its obligations under this agreement.
6.2 The Licensee warrants that its use of the Content:
a) will not infringe any third party's Intellectual Property Rights;
b) is not defamatory, libellous, obscene, or otherwise unlawful;
c) does not violate any applicable law, statute or subordinate legislation; and
d) does not, to the best of its knowledge and belief, contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.
7.1 The Licensee shall indemnify the Licensor against all claims, liabilities and expenses arising out of:
a) the Licensee's activities under this agreement;
b) the Licensee's failure to comply with all applicable laws and regulations.
7.2 If the use or possession of the Content (as permitted under this agreement) infringes or, in the Licensor’s opinion, is likely to infringe any intellectual property right of a third party, the Licensor may at its option and expense:
a) modify or replace the Content so as to avoid the infringement; or
b) terminate this agreement immediately on written notice.
8.1 Without affecting any other right or remedy available to it, the Licensor may terminate this agreement with immediate effect by giving written notice to the Licensee if:
a) the Licensee commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 days after being notified in writing to do so; or
b) the Licensee repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
8.2 On any expiration or termination of this agreement:
a) all rights and authorisations granted by the Licensor to the Licensee under this agreement shall automatically terminate and immediately revert to the Licensor; and
b) the Licensee shall, at the Licensor's option and according to the Licensor's instructions, immediately return to the Licensor or destroy all Content in the Licensee's possession or subject to its control including from back-up systems and any cached Content within the Licensee’s control.
9. ASSIGNMENT AND OTHER DEALINGS
9.1 The Licensee shall not assign, transfer, mortgage, charge, subcontract, sub-license delegate, declare a trust over or deal in any manner with this agreement or any of its rights and obligations under this agreement.
9.2 The Licensor may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
9.3 The Licensor may subcontract or delegate any or all of its obligations under this agreement to any third party.
9.4 The Licensee shall, at the Licensor’s request, execute any agreements or other instruments (including any supplement or amendment to this agreement) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in clause 9.2.
9.5 The Licensor may assign its rights under this agreement to any person to which it transfers its business provided that the assignee undertakes in writing to the Licensee to be bound by the Licensor's obligations under this agreement.