FLAWLESS VICTORY

Intellectual Property Rights or IPR: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in and ownership of data, database rights, rights to use, Confidential Information and all other IPR, whether registered or unregistered and including all applications and rights to apply for, 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.

2. ACCEPTABLE USE

1. You shall

1. procure that each End User accepts the EULA before accessing the Demo Products.

2. not allow Demo Products to be used by anyone except the End User(s) originally designated to do so; and

3. ensure each End User keeps their password secure.

2. You shall not (and shall not permit any End User to):

1. access, store, transmit any viruses or malware, or any material during use of the Demo Products that:

2. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially offensive;

3. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

4. is otherwise illegal, offensive, inappropriate or causes damage or injury to any person or property.

except as may be allowed by any applicable law which is incapable of exclusion and except to the extent expressly permitted under these Terms: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the Demo Products in any form or media or by any means; or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer the Demo Products;

5. access all or any part of the Demo Products in order to build a competing product or service; or

6. license, sell, rent, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Demo Products available to any third party (except End Users as permitted under these Terms).

3. INTELLECTUAL PROPERTY RIGHTS

1. Reallyenglish hereby grants You a limited, revocable, non-exclusive, non-sublicensable, royalty-free, non-transferable licence to use the Demo Products for the sole purpose of evaluating whether to enter into a contract to purchase products or services from Reallyenglish or one of its agents, representatives or intermediaries. This licence may be revoked at will and, where the Demo Products are for a limited trial period, shall cease on expiry of such trial period.

2. All IPR in and to the Demo Products do and shall belong solely to Reallyenglish (and/or its licensors) and nothing in these Terms shall constitute an assignment of such IPR to You.

3. You shall not do, and shall not assist any third party in doing, anything (by act or omission) which would or may challenge or jepordise the validity of Reallyenglish’s IPR or be inconsistent with its IPR ownership.

6. LIMITATION OF LIABILITY

1. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; or any other liability which cannot lawfully be limited or excluded.

2. Subject to clause 6.1, Reallyenglish shall not in any circumstances be liable, whether in tort (including negligence, breach of statutory duty), contract, misrepresentation, restitution or otherwise for any indirect or loss or damage, or for any of the following (whether direct or indirect): (a) loss of profits; (b) loss of business; (c) depletion of goodwill or similar losses; (c) loss of anticipated savings; or (d) loss or corruption of data or information.

3. Subject to clauses 6.1 and 6.2, Reallyenglish’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with these Terms or the Demo Products shall in all circumstances be limited to £500.

4. The Demo Products are provided for demonstrative and evaluation purposes only. Reallyenglish makes no warranties about their quality, fitness for purpose, reliability, accessibility or other promises. To the extent permitted by law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded.

7. TERM AND TERMINATION

1. The agreement between you and Reallyenglish on these Terms comes into force on the date these Terms are signed (or, if earlier, the date that You are provided with access to the Demo Products.

2. You can terminate the agreement between You and Reallyenglish at any point by ceasing to use the Demo Products. Reallyenglish may terminate the agreement at any point by revoking Your access to the Demo Products. This agreement will also terminate automatically on expiry of any fixed trial or demo period relating to Your use of the Demo Products.

3. On termination or expiry of this agreement, the licence granted in clause 3.1 shall cease, but all other provisions in these Terms shall remain in full force and effect.

8. GENERAL LEGAL TERMS

1. Waiver: No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict the further exercise of any right or remedy.

2. Severance: If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

3. Entire agreement: These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter. You acknowledge You do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty not set out in these Terms.

4. Variation: Reallyenglish may update these Terms from time to time on written notice to You.

5. Assignment: You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms, Reallyenglish may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.