Licence Agreement

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and MDSEC LTD of 320 Garratt Lane, London, SW18 4EJ (Licensor or we) for an online training service (the Service), which includes online training labs, and the online documentation current at the date of the download of this Licence (Documentation).

WARNING: THE ONLINE LABS CONTAIN FUNCTIONALITY WITH DELIBERATE SECURITY VULNERABILITIES, SOME OF WHICH CAN BE EXPLOITED TO ATTACK USERS WHO ACCESS THE FUNCTIONALITY. ALTHOUGH EACH LABS SESSION RUNS ON A SEPARATE SERVER THAT IS ASSIGNED ONLY TO THE USER FOR WHOM THE SESSION WAS CREATED, IT IS NONETHELESS POSSIBLE THAT A THIRD PARTY MAY COMPROMISE A SESSION AND LEVERAGE IT TO ATTACK OTHER USERS WHO ACCESS THE SESSION. YOU MUST TAKE DUE CARE WHEN USING THE SERVICE, AND SHOULD NOT ACCESS THE SERVICE FROM PRODUCTION SYSTEMS OR OTHER SYSTEMS FOR WHICH THE RISK OF DAMAGE IS NOT ACCEPTED BY YOU.

1.    GRANT AND SCOPE OF LICENCE

1.1    In consideration of payment by you of any agreed licence fee and you agreeing to abide by the terms of this Licence, 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.

1.2    If your subscription to the Service was purchased on the basis of a certain number of hours or credits, then you may use the Service for the relevant total number of hours, after which you will need to purchase additional credits to continue using the Service. Unless confirmed otherwise in writing, each credit may be used only for a single person to access the service. If you have more than one person who wants to use the online labs concurrently, you should initiate a separate labs session for each person, and consume separate credits for each person. The Licensor reserves the right to suspend a user's account, and remove any credits remaining therein, if no credits have been consumed for a period of two years or longer.

1.3    You may either:

1.3.1    use the Service for your internal business purposes (which includes internal training) only; and

1.3.1.1    use any updates to the Service as may be provided by the Licensor from time to time on the basis that they are governed by the terms of this Licence; and

1.3.1.2    use any Documentation in support of the use permitted under condition 1.3.1 and make such numbers of copies of the Documentation as are reasonably necessary for its lawful use; or

1.3.2    resell the Service subscription to an end-user only provided that you procure that the end-user is bound by the terms of this Licence Agreement for the benefit of the Licensor and that you indemnify the Licensor against all costs (including legal costs) charges and expenses incurred by the Licensor as a result of the failure by you to comply with the provisions of this paragraph and/or the resale by you of the Service subscription to the end-user.

1.4    If you are an end-user who has obtained lawfully a Service subscription other than by direct purchase from the Licensor you may carry out the functions on the terms specified in paragraph 1.3.1 above and, in consideration of the Licensor agreeing to provide updates of the Service to you, you agree to be bound by this Licence Agreement directly in favour of the Licensor.

2.    LICENSEE'S WARRANTY AND UNDERTAKINGS

2.1    You warrant that you are not purchasing the Service as a consumer, but will be using the Service in your business.

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

2.2.1    not to use the Service or the Documentation for any unlawful purposes.

2.2.2    to keep confidential any credentials provided by the Licensor enabling you to log in to the Licensor’s server (for the purposes of downloading product builds and licence keys and to perform product activation);

2.2.3    not to copy any content from within the Service or Documentation except where such copying is incidental to normal use of the Service;

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

2.2.5    not to permit the Service or any part of it to be combined with, or become incorporated in, any other automated service or computer programs;

2.2.6    not to disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such thing;

2.2.7    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;

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

2.2.9    unless specifically authorised by us in writing, not to use the Service as part of a service offering to any third party, whether automated or otherwise;

2.2.10    not to engage in any activity, practice or conduct which would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010, if such activity, practice or conduct had been carried out in the UK;

2.2.11    to indemnify and keep indemnified the Licensor against all costs (including legal costs), charges and expenses incurred by the Licensor as a result of the failure by you to comply with the provisions of this Licence Agreement.

3.    SUPPORT AND UPGRADES

3.1    Purchase of a licence for the Service does not entitle you to any product support. Although reasonable efforts may be made to support you if you are experiencing problems or bugs or require feature enhancements, any support will be provided at the Licensor’s sole discretion.

3.2    Purchase of a licence for the Service does not entitle you to any assistance in relation to finding or validating the solutions to individual lab challenges.

3.3    If new releases of the Service are offered for sale, these may be made available free of charge to you provided that you enter into a new licence agreement in respect of such new release.

4.    INTELLECTUAL PROPERTY RIGHTS

4.1    You acknowledge that all intellectual property rights in the Service and the Documentation anywhere in the world belong to the Licensor, 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.

5.    LICENSOR’S WARRANTY

5.1    The Licensor warrants that for a period of 90 days from the date of purchase of the Service subscription (Warranty Period) the Service will, when properly used, perform substantially in accordance with the functions described in the Documentation.

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 agree that the existence of minor errors shall not constitute a breach of this Licence.

5.4    You acknowledge that the Service may not include an exhaustive, fully accurate or representative set of examples of the subject matter of the Service, and that adequate training in the subject matter may require the use of further materials and resources not provided within the Service.

5.5    If, within the Warranty 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 used it in contravention of the terms of this Licence, the Licensor will, at its sole option, either repair or replace the Service, provided that you make available all the information that may be necessary to help the Licensor to remedy the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.

6.    LICENSOR'S LIABILITY

YOUR ATTENTION IS DRAWN PARTICULARLY TO THE PROVISIONS OF THIS CONDITION

6.1    Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation.

6.2    Subject to condition 6.1, the Licensor's liability for losses suffered by you arising out of or in connection with this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall not include liability for:

6.2.1    loss of turnover, sales or 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 software or 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 condition 6.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 5 or any other claims for direct financial loss that are not excluded by any of categories 6.2.1 to 6.2.8 inclusive of this condition 6.2.

6.3    Subject to condition 6.1, 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 100% of the Licence Fee.

6.4    Subject to condition 6.1, condition 6.2 and condition 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. 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 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.

7.    TERMINATION

7.1    The Licensor may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

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.

8.    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    We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time.

9.    NOTICES

All notices given by you to us must be given to MDSec Ltd at mail@mdsec.net or 320 Garratt Lane, London, SW18 4EJ. We may give notice to you at either the e-mail or postal address you provided to us when purchasing the Service subscription. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

10.    EVENTS OUTSIDE OUR CONTROL

10.1    We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by events outside our reasonable control (Force Majeure Event).

10.2    A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

10.2.1    strikes, lock-outs or other industrial action;

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

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

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

10.2.5    impossibility of the use of public or private telecommunications networks;

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

10.3    Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we 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.

11.    WAIVER

11.1    If we fail, at any time, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are 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.

11.2    A waiver by us of any default shall not constitute a waiver of any subsequent default.

11.3    No waiver by us 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.

12.    SEVERABILITY

If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

13.    ENTIRE AGREEMENT

13.1    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 the Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

13.2    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 prior to entering into this Licence except as expressly stated in this Licence.

13.3    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 these terms and conditions.

14.    LAW AND JURISDICTION

This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the exclusive jurisdiction of the English courts.

Copyright © 2011 MDSec Ltd. All rights reserved.