“Get-it” User Licence Agreement

PLEASE READ THIS CAREFULLY BEFORE CONTINUING

User Acceptance Procedure

By ticking the box below and clicking on the ‘submit’ button, you indicate your acceptance of this Licence and the limited warranty and limitation of liability set out in herein. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent.

This Licence Agreement is made between;

(1) Scorpius Consulting Limited a company registered in the United Kingdom under number 08558464 whose registered office is at St. George’s Court, Winnington Avenue, Northwich, Cheshire, CW8 4EE (“the Licensor”); and

(2) User

and together with these terms and conditions shall be herein referred to as the (“Agreement”)

1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Access Date”	means the date on which the Licensor provides access to Get-it by the User pursuant to this Agreement;
“Business Day”	means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the United Kingdom;
“Confidential Information”	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).This shall include, but not be limited to, information contained in Get-it and the Description;
“Equipment”	means such computer equipment (including mobile devices where appropriate) with the Minimum System Requirements to access Get-it;
“Intellectual Property Rights”	means (a) any and all rights in any copyrights, patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights;
“Licence” “Licence Fee”	means the licence granted by the Licensor pursuant to sub-Clause 2.1; means the licence fee payable for the Licence as set out in the corporatebrainz.com website, unless otherwise specified in Schedule 1;
“Term” “Minimum System Requirements” “Multiple User Licence”	means the term of the Licence, of either 1 month, 3 months or a 1 year term as set out on the corporatebrainz.com website as amended from time to time, unless as otherwise specified in Schedule 1; means the specification defined on the Articulate website for the Storyline suite of products upon which Get-it is based. http://www.articulate.com/products/storyline-tech-specs.php means an enterprise or series of Single User Licences granted to a corporate entity or body;
“Get-it”	means the computer software program of the Licensor specified on the corporatebrainz.com website as ‘get-it’, and all releases and versions thereof;
“Description”	the description of Get-it describing the facilities and functions thereof, as amended on the corporatebrainz.com website from time to time;
“Single User Licence” “User” or “you/your”	means a single licence of Get-it granted to a User; means A director, employee, individual or representative of a corporate entity that has purchased a Single User Licence; or a corporate entity, partnership, body or association which has purchased a Multiple User License

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 a Schedule is a schedule to this Agreement;

1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.6 a "Party" or the "Parties" refer to the parties to this Agreement.

1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include the other gender.

1.6 Words importing persons include firms, companies and corporations and vice versa.

2. Grant of Licence

2.1 The Licensor grants a single non-assignable, revocable, non-exclusive licence to the User to use Get-it, and for clarity, a single license is granted per User, which shall provide the User with dedicated access to Get-it in accordance with the terms of this Agreement.

2.2 The User shall use Get-it for processing its own data for its own internal business purposes only.

2.3 The Licence shall not be deemed to extend to any programs or materials of the Licensor other than Get-it unless specifically agreed to in writing by the Licensor.

2.4 The User acknowledges that it is licensed to use Get-it only in accordance with the express terms of this Agreement and not further or otherwise.

3. Licence Term

The Licence shall commence on the Access Date and the Single User Licence shall continue for a period of 1 month, 3 months, or 1 year as purchased by the User until expiry or earlier termination. The Multiple User Licence Term agreed shall be set out in Schedule 1.

4. Payment

4.1 In consideration of gaining access to Get-it, the User shall pay the Licence Fee in accordance with the terms and conditions of this Agreement.

4.2 The Licence Fee and other charges payable under this Agreement are exclusive of any applicable VAT and other sales tax which shall be payable by the User at the rate and in the manner prescribed by law against submission of a valid tax invoice.

4.3 Any charges payable by the User under this Agreement in addition to the Licence Fee shall be paid within 20 Business Days after the receipt by the User of the Licensor's invoice therefor.

4.4 The Licensor shall have the right to charge interest on overdue invoices at the rate of 6% per year above the base rate of HSBC plc, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.

5. Restrictions on Copying

5.1 Other than caching on the Users computer, the User shall not copy, screen capture, or in any way duplicate the content of Get-it, unless in accordance with the terms of this Agreement or without the prior written consent of the Licensor.

6. Restrictions on Alterations

6.1 The Parties acknowledge that Get-it may be modified from time to time by the Licensor in order to integrate and operate with any third party software.

6.2 Subject to sub-Clause 6.3, the User undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer Get-it in any manner without the Licensor's prior written consent.

6.3 Notwithstanding sub-Clause 6.2, in the case of reverse analysis where permitted by applicable law, the User may incidentally decompile Get-it only if it is essential to do so in order to achieve interoperability of Get-it with another software program or hardware (“Permitted Purpose”). Such decompilation shall only be permitted provided the information obtained by the User thereby is only used for the Permitted Purpose and is not disclosed or communicated to any third party without the Licensor's prior written consent and is not used to create any software which is substantially similar to Get-it. No use in any manner which would be restricted by copyright shall be permitted.

6.4 Notwithstanding sub-Clause 6.3, the User shall first consult the Licensor regarding any data the User requires in order to achieve interoperability or to deduce underlying ideas and principles. The Licensor shall consider making the same available to the User (without the User having to rely on sub-Clause 6.3) subject to the restrictions on disclosure set out in sub-Clause 6.3.

7. Security and Control

The User shall during the continuance of the Licence:

7.1 Effect and maintain adequate security measures to safeguard Get-it from access or use by any unauthorised person;

7.2 Retain Get-it and all copies thereof under the User's effective control; and

7.3 Maintain a full and accurate record of the User's copying and disclosure of Get-it and shall produce such record to the Licensor on request from time to time.

8. Licensor’s Proprietary and Intellectual Property Rights

8.1 The Get-it Product and any and all Intellectual Property Rights of whatever nature which now or in the future subsist in Get-it are and shall remain the property of the Licensor.

8.2 The User shall notify the Licensor immediately if the User becomes aware of any unauthorised use of the whole or any part of Get-it by any person.

9. Intellectual Property Claims and Disputes

9.1 The Licensor shall defend at its own expense any claim brought against the User alleging that the Use of Get-it infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”) and the Licensor shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the User:

9.1.1 Furnishes the Licensor with prompt written notice of the Intellectual Property Claim;

9.1.2 Provides the Licensor with reasonable assistance in respect of the Intellectual Property Claim; and

9.1.3 Gives to the Licensor the sole authority to defend or settle the Intellectual Property Claim.

9.2 If, in the Licensor's reasonable opinion, the use of Get-it are or may become the subject of an Intellectual Property Claim then the Licensor shall either:

9.2.1 Obtain for the User the right to continue using Get-it which are the subject of the Intellectual Property Claim; or

9.2.2 Replace or, with the written consent of the User, modify Get-it which are the subject of the Intellectual Property Claim so they become non-infringing.

9.3 If the remedies set out in sub-Clause 9.2 are not in the Licensor's opinion reasonably available, then the User shall return Get-it which are the subject of the Intellectual Property Claim and the Licensor shall refund to the User the corresponding portion of the Licence Fee, as normally depreciated, whereupon this Agreement shall immediately terminate.

9.4 The Licensor shall have no liability for any Intellectual Property Claim resulting from the Use of Get-it in combination with any equipment or programs not supplied or approved by the Licensor or any modification of any item of Get-it by a party other than the Licensor or its authorised agent.

10. Warranties

10.1 The Licensor warrants that for 20 Business Days following the Access Date, Get-it will provide the facilities and functions set out in the Description.

10.2 The User accepts responsibility for the selection of Get-it to achieve its intended results.

10.3 The said warranties above shall be subject to the User complying with its obligations under the terms of this Agreement and shall also be subject to the limits and exclusions of liability set out in Clause 11. In particular, the said warranties shall not apply to the extent that any defect in Get-it arose or was exacerbated as a result of:

10.3.1 Incorrect use, operation or corruption of Get-it;

10.3.2 Any unauthorised modification or alteration of Get-it; or

10.3.3 Use of Get-it with other software or on equipment with which it is incompatible.

10.4 To the extent permitted by applicable law, the Licensor:

10.4.1 Disclaims all other warranties with respect to Get-it, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result;

10.4.2 Makes no warranty that Get-it are error free or that the use thereof will be uninterrupted and the User acknowledges and agrees that the existence of such errors shall not constitute a breach of this Agreement;

11. Liability

11.1 the Licensor’s liability, whether under this licence or any collateral contract, for loss of or damage to the User´s tangible property caused by the negligence of the Licensor, its officers, employees, contractors or agents, shall not exceed Licence Fee paid;

11.2 the Licensor shall have no liability for any losses or damages which may be suffered by the User (or any person claiming under or through the User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

11.3 special damage even though the Licensor was aware of the circumstances in which such special damage could arise;

11.4 loss of profits;

11.5 loss of anticipated savings;

11.6 loss of business opportunity;

11.7 loss of goodwill;

11.8 loss of data;

11.9 the total liability of the Licensor, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Licence Fee; and

11.10 the User agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Licensor shall have no liability otherwise than pursuant to the express terms of this licence.

11.11 The exclusions in clause 11.2 shall apply to the fullest extent permissible at law, but the Licensor does not exclude liability for death or personal injury caused by the negligence of the Licensor, its officers, employees, contractors or agents; for fraud; or for any other liability which may not be excluded by law.

11.12 The Parties acknowledge and agree that the limitations contained in this Clause 11 are reasonable in the light of all the circumstances.

12. Confidentiality

12.1 Both Parties undertake that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and for 6 months after its termination:

12.1.1 keep confidential all Confidential Information;

12.1.2 not disclose any Confidential Information to any other party;

12.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement; and

12.1.4 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 12.

12.2 Subject to sub-Clause 12.3, either Party may disclose any Confidential Information to:

12.2.1 any of their sub-contractors, substitutes, or suppliers;

12.2.2 any governmental or other authority or regulatory body; or

12.2.3 any of their employees or officers or those of any party described in sub-Clauses 12.2.1 to 12.2.3;

12.3 Disclosure under sub-Clause 12.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 12.2.3 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

12.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

12.5 When using or disclosing Confidential Information under sub-Clause 12.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

12.6 The provisions of this Clause 12 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

13. Termination

13.1 The User may terminate the Licence at any time by giving at least 20 Business Days’ prior written notice to the Licensor.

13.2 The Licensor may terminate the Licence forthwith on giving notice in writing to the User if:

13.2.1 The User commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 5 Business Days after the receipt of a request in writing from the Licensor to do so, to remedy the breach; or

13.2.2 The User permanently discontinues the use of Get-it.

13.3 Save as expressly provided in sub-Clause 13.2 or elsewhere in this Agreement the Licence may not be terminated.

13.4 The User may extract and store from Get-it any data belonging to the User and store the same on separate media for continuity purposes.

13.5 Any termination of the Licence or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

14. Data Protection

The Parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.

15. Force Majeure

15.1 Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

15.2 If such circumstances continue for a continuous period of more than 30 days, either Party may terminate this Agreement by written notice to the other Party.

16. No Agency or Partnership

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

17. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

18. Notices

18.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

18.2 Notices shall be deemed to have been duly given:

18.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

18.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

18.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

18.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

19. Successors and Assignees

19.1 This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assignees, and references to a Party in this Agreement shall include its successors and permitted assignees.

19.2 In this Agreement references to a Party include references to a person:

19.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that Party's rights under this Agreement (or any interest in those rights); or

19.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,

and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that Party. For this purpose, references to a Party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

20. Nature of the Agreement

20.1 This Agreement is personal to the Parties and User shall not assign, sub-licence any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the Licensor.

20.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

20.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

20.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

21. Counterparts

This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.

22. Time of the Essence

Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this Agreement or subsequently substituted as a time, date or period by agreement in writing between the Parties.

23. Costs and Expenses

Each Party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.

24. Set-off

Where either Party has incurred any liability to the other Party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each Party may set off the amount of such liability against any sum that would otherwise be due to the other Party under this Agreement.

25. Third Parties

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

26. Dispute Resolution

26.1 This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales notwithstanding the conflict of law provisions and other mandatory legal provisions save that:

26.1.1 The Licensor shall have the right to sue to recover its fees in any jurisdiction in which the User is operating or has assets; and

26.1.2 The Licensor shall have the right to sue for breach of its Intellectual Property Rights and other proprietary information and trade secrets (collectively “IPR”) (whether in connection with this Agreement or otherwise) in any jurisdiction where it believes that infringement or a breach of this Agreement relating to its IPR might be taking place. For the avoidance of doubt, the place of performance of this Agreement is agreed by the parties to be England.

26.2 User recognises that the Licensors business relies upon the protection of its IPR. In the event of a breach or threatened breach of IPR, the Licensor will be caused irreparable damage and the Licensor may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its IPR.

26.3 With respect to all other disputes which are not IPR related pursuant to sub-Clauses 26.1 and 26.2, the following procedures in this Clause 26.3 to 26.5 shall apply. Where there is a dispute the aggrieved Party shall notify the other Party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other Party. A representative from senior management of each of the Parties (“representatives”) shall meet in person or communicate by telephone within 5 Business Days of the date of the written notification in order to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective Parties. The representatives shall produce a report about the nature of the dispute in detail to their respective boards and if no agreement is reached on corrective action, then the chief executives of each Party shall meet in person or communicate by telephone, to facilitate an agreement within 10 Business Days of a written notice by one to the other. If the dispute cannot be resolved at board level within a further 5 Business Days, or if the agreed upon completion dates in any written plan of corrective action are exceeded, either Party may seek its legal remedies as provided below.

26.4 If the Parties cannot resolve a dispute in accordance with the procedure in sub-Clause 26.3, then they shall with the assistance of the Centre for Effective Dispute Resolution (“CEDR”), seek to resolve the dispute or difference amicably by using an Alternative Dispute Resolution (“ADR”) procedure acceptable to both Parties before pursuing any other remedies available to them. If either Party fails or refuses to agree to or participate in the ADR procedure or if in any event the dispute or difference is not resolved to the satisfaction of both Parties within 10 Business Days after it has arisen, the matter shall be settled in accordance with the procedure below.

26.5 If the Parties cannot resolve the dispute by the procedure set out above, the Parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purposes of hearing and determining any dispute arising out of this Agreement as confirmed under Clause 27.

27. Law and Jurisdiction

27.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

27.2 Subject to the provisions of Clause 27, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

General Terms

BACKGROUND: This agreement applies as between you, the User of this Website and CorporateBrainz, the owner(s) of this Website. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

1. Definitions and Interpretation

In this Agreement, the following terms shall have the following meanings:

“Account”	means collectively the personal information, payment information and credentials used by Users to access Get-it and / or any communications System on the Website;
“Content”	means any text, graphics, images, audio, video, software, data compilations and any other media or form of information capable of being stored in a computer that is contained in Get-it or forms part of this Website;
“Free Content” “Free Templates”	means any Content that is part of Get-it “Trial Version” or any Free Templates accessible on this Website without the payment of a Licence Fee;means any document on this Website which is located in the ‘free templates’ tab and is expressly purported to be accessible and downloadable without the prior payment of a Licence Fee.
“Learning Establishment”	means any provider of education to persons of any age including, but not limited to, schools, colleges, universities and professional / adult education providers;
“CorporateBrainz”	means CorporateBrainz of 50 Deacons Hill Road, Elstree, Borehamwood, WD6 3LH;
“Get-it”	means the Get-it product including any and all of its Content accessible only via this Website upon the creation of an Account and the payment of a Licence Fee;
“Service”	means collectively any online facilities, tools, services or information that CorporateBrainz makes available through the Website either now or in the future;
“Licence Fee”	means the consideration payable by Users to keep their Account active and to enable them to access Get-it;
“Licence Period”	means the period for which a licence has been purchased and may refer to 1 month, 3 months, 6 months or 1 year accordingly;
“System”	means any online communications infrastructure that CorporateBrainz makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
“User” / “Users” “User Content”	means any third party that accesses the Website and is not employed by CorporateBrainz and acting in the course of their employment; and means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored on a computer that appears on or forms part of the Website which is created by Users;
“Website”	means the website that you are currently using (http://corporatebrainz.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. Intellectual Property

2.1 Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of CorporateBrainz, or our affiliates. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

2.2 Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or those detailed in Clauses 3 and 4 of these Terms and Conditions apply.

3. Use of Free Content

You may print, reproduce, copy, distribute, store or in any other fashion re-use Free Content from the Website for personal, commercial or educational purposes only unless otherwise indicated on the Website or unless given express written permission to do so by CorporateBrainz. Specifically you agree that:

3.1 you will not systematically copy Free Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by CorporateBrainz;

3.2 you may, as a student of a recognised Learning Establishment, use the Free Content of the Website for educational purposes provided an appropriate reference is given for all Content so applied using a suitable referencing system of your choice or as stipulated by your Learning Establishment; and

3.3 employees of Learning Establishments may use the Free Content of the Website for teaching purposes.

4. Use of Get-it

4.1 Payment of a Licence Fee grants you a licence to use Get-it on the Website for the duration of your licence. You may use such Content in the following ways:
4.1.1 for personal purposes;
4.1.2 for internal commercial purposes; and
4.1.3 for internal educational purposes.

4.2 Under such a licence, you agree that:
4.2.1 you will not systematically copy Get-it from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by CorporateBrainz;

5. Third Party Intellectual Property

Where expressly indicated, certain material and the Intellectual Property Rights subsisting therein belongs to other parties. This material, unless expressly stated to be so, is not covered by any permission granted by Clauses 3 and 4 of these Terms and Conditions to use Content from the Website. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

6. Links to Other Websites

This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of CorporateBrainz or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

7. Links to this Website

Those wishing to place a link to this Website on other sites may do so only to the home page of the site www.corporatebrainz.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of CorporateBrainz. To find out more please contact us by email at contact@corporatebrainz.com.

8. Use of Communications Facilities

8.1 When using the forums, chat rooms or blogs and / or any other System on the Website you should do so in accordance with the following rules:
8.1.1 you must not use obscene or vulgar language;
8.1.2 you must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
8.1.3 no Content that is intended to promote or incite violence;
8.1.4 it is advised that posts on message boards, chat facilities or similar and communications with CorporateBrainz are made using the English language as we may be unable to respond to enquiries submitted in any other languages;
8.1.5 you must not post links to other websites containing any of the above types of Content;
8.1.6 the means by which you identify yourself must not violate these terms of use or any applicable laws;
8.1.7 you must not engage in any form of commercial advertising. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental; 8.1.8 you must not impersonate other people, particularly employees and representatives of CorporateBrainz or our affiliates; and
8.1.9 you must not use our System for unauthorised mass-communication such as “spam” or “junk mail”;

8.2 You acknowledge that CorporateBrainz reserves the right to monitor any and all communications made to us or using our System.

8.3 You acknowledge that CorporateBrainz may retain copies of any and all communications made to us or using our System.

8.4 You acknowledge that any information you send to us through our System or post on the forums/chat rooms or similar may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.

9. Accounts

9.1 In order to access Get-it on this Website and to use the forums/chat rooms or similar facilities you are required to create an Account which will contain certain personal details which may vary based upon the type of Account that you choose. By continuing to use this Website you represent and warrant that:
9.1.1 all information you submit is accurate and truthful; and
9.1.2 you will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.

9.2 Sharing of accounts is not permitted unless expressly authorised in writing by CorporateBrainz. You are required to keep your Account details confidential and must not reveal your Username and Password to anyone. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.

9.3 When choosing your Username you are required to adhere to the terms set out above in Clause 8. Any failure to do so could result in the suspension and/or deletion of your Account.

10. Licences

10.1 Licence Fees commence on the date that you activate your Account. Your credit / debit card will be billed on activation and automatically thereafter 7 days prior to the expiration of a Licence Period.
10.2 Your first payment will be at the price advertised on the Website. CorporateBrainz reserve the right to change Licence Fees from time to time: 10.2.1 increases in price will be reflected in your licence on the date of the immediately subsequent renewal; and
10.2.2 decreases in price will be reflected in your licence on the date of the immediately subsequent renewal.
10.3 If you terminate your licence or account you will continue to have access to Get-it for the remainder of the Licence Period you are currently in up until the renewal date whereupon access will cease unless you choose to pay the Licence Fee and reactivate your Account.
10.4 If you have subscribed in error you must inform CorporateBrainz within 24 hours of subscribing and must not use the Website or its Content during that time. If any use can be traced to your Account, no refund will be provided.

11. Termination

11.1 Either CorporateBrainz or you may terminate your account and (where relevant) your licence. If CorporateBrainz terminates your Account or licence, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.
11.2 If CorporateBrainz terminates your account as a result of your breach of these Terms and Conditions you will not be entitled to any refund.
11.3 If CorporateBrainz terminates your account or licence for any other reason, you will be refunded any remaining balance of your Licence Fee. Such a refund will be calculated based upon the fee being divided by the number of days in the applicable Licence Period and multiplied by the number of days remaining until the end of the Licence Period.
11.4 If CorporateBrainz terminates your account or licence, you will cease to have access to Get-it from the date of termination.
11.5 If you terminate your account or licence, you will continue to have access to Get-it for the remainder of your Licence Period as per sub-Clause 10.3.

12. Privacy

12.1 Use of the Website is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.
12.2 If you wish to opt-out of our placing cookies onto your computer or device, please adjust your internet browser's settings to restrict cookies as detailed in your internet browser's help menu. You may also wish to delete cookies which have already been placed. For instructions on how to do this, please consult your internet browser’s help menu.

13. Disclaimers

13.1 CorporateBrainz makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, or that it will be secure.
13.2 Whilst every reasonable endeavour has been made to ensure that all information provided on this Website will be accurate and up to date, CorporateBrainz makes no warranty or representation that this is the case. We make no guarantee of any specific results from the use of our services.
13.3 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
13.4 Commercial use of the information on this Website is permitted, however CorporateBrainz makes no representation or warranty that this Content is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
13.5 Whilst every effort has been made to ensure that all descriptions of services available from CorporateBrainz correspond to the actual services available, CorporateBrainz is not responsible for any variations from these descriptions.
13.6 Whilst CorporateBrainz uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

14. Availability of the Website and Modifications

14.1 The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

14.2 CorporateBrainz accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

14.3 CorporateBrainz reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, the products and/or services available. These Terms and Conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

15. Limitation of Liability

15.1 CorporateBrainz's liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these Terms and Conditions shall be limited to the value of a User’s current licence. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein, to the maximum extent permitted by law, CorporateBrainz accepts no liability. Users should be aware that they use the Website and its Content at their own risk.

15.2 Nothing in these Terms and Conditions excludes or restricts CorporateBrainz’s liability for death or personal injury resulting from any negligence or fraud on the part of CorporateBrainz.

15.3 Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

16. Responsibility for Content and Liability

16.1 The Company is not responsible for any User Content and has no obligation to monitor or screen it.

16.2 The Company will not be liable in any way or under any circumstances for any loss or damage that Users and other third parties may incur as a result of User Content, nor for any errors or omissions in such material or any other part of the Website. Use of and reliance on the Website, the Service and User Content is entirely at the risk of the User.

17. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

18. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

19. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and CorporateBrainz.

20. Communications

20.1 All notices / communications shall be given to us either by post to our Premises (see address above) or by email to [insert email . Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

20.2 CorporateBrainz may from time to time send you information about our products and/or services. If you do not wish to receive such information, please click on the unsubscribe link in any email you receive from us.

21. Law and Jurisdiction

These Terms and Conditions and the relationship between you and CorporateBrainz shall be governed by and construed in accordance with the Law of England and Wales and CorporateBrainz, and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

Website User Terms

BACKGROUND:

This agreement applies as between you, the User of this Website and CorporateBrainz the owner(s) of this Website. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

“Content”	means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;
“CorporateBrainz”	means CorporateBrainz of 50 Deacons Hill Road, Elstree, Borehamwood, WD6 3LH;
“Service”	means collectively any online facilities, tools, services or information that CorporateBrainz makes available through the Website either now or in the future;
“System”	means any online communications infrastructure that CorporateBrainz makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
“User” / “Users”	means any third party that accesses the Website and is not employed by CorporateBrainz and acting in the course of their employment; and
“Website”	means the website that you are currently using www.corporatebrainz.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. Intellectual Property

2.1 All Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of CorporateBrainz, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other relevant laws.

2.2 Subject to sub-clause 2.3 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by CorporateBrainz.

2.3 Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

3. Links to Other Websites

This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of CorporateBrainz or that of our affiliates. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

4. Links to this Website

Those wishing to place a link to this Website on other sites may do so only to the home page of the site www.corporatebrainz.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of CorporateBrainz. To find out more please contact us by email at contact@corporatebrainz.com.

5. Privacy

Use of the Website is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.

6. Disclaimers

6.1 CorporateBrainz makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service.

6.2 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.

6.3 Whilst CorporateBrainz uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

7. Availability of the Website and Modifications

7.1 The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

7.2 CorporateBrainz accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

7.3 CorporateBrainz reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, the products and/or services available. These Terms and Conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

8. Limitation of Liability

8.1 To the maximum extent permitted by law, CorporateBrainz accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. Users should be aware that they use the Website and its Content at their own risk.

8.2 Nothing in these terms and conditions excludes or restricts CorporateBrainz’s liability for death or personal injury resulting from any negligence or fraud on the part of CorporateBrainz.

8.3 Every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

9. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

10. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

11. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and CorporateBrainz.

12. Communications

12.1 All notices / communications shall be sent to us either by post to our Premises (see address above) or by email to contact@corporatebrainz.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

12.2 CorporateBrainz may from time to time send you information about our products and/or services.

13. Audit

13.1 Without prejudice to any other rights CorporateBrainz has under the terms of this Agreement, the User acknowledges that CorporateBrainz may on reasonable notice, and during normal working hours, inspect any and all records and books of account kept by the User in order to verify commission owed to CorporateBrainz in accordance with this Agreement.

13.2 If CorporateBrainz in its reasonable opinion believes that commission is owed, then the User shall upon notice, provide all reasonably requested information in order to ascertain if commission is due and payable (an “Audit”).

13.3 If the results of the Audit reveal that commission is owed to CorporateBrainz then it shall be entitled to invoice, upon which the commission shall become immediately due and payable. In addition, the User agrees that an administration charge shall be added to the invoice in the amount of £50 plus any additional costs that are incurred in recovering the total fees due.

13.4 At the sole discretion of CorporateBrainz, any User considered or found to be owing commission under the terms of the Agreement may have their account disabled until the payment is settled.

13.5 If, following the Audit, CorporateBrainz terminates the User/s account/s any money showing as a credit shall be returned to the User less any fees payable or outstanding.

14. Law and Jurisdiction

These terms and conditions and the relationship between you and CorporateBrainz shall be governed by and construed in accordance with the Law of England and Wales and CorporateBrainz and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

Website User Terms

BACKGROUND:

This agreement applies as between you, the User of this Website and CorporateBrainz the owner(s) of this Website. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

“Content”

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;