COPYRIGHT LICENCE AGREEMENT AND TERMS AND CONDITIONS OF USE.
This copyright licence agreement (the “Agreement”) is made between OMG Software Ltd trading as Briefed(“Briefed”), and You (the individual or organisation that purchase any or all of the Briefed GDPR products including but not limited to online training, document templates, risk assessments, GDPR gap analyses or any combination of the above directly from Briefed as confirmed by an official, original invoice from Briefed) and is effective from the date (as evidenced by the invoice date shown on the Briefed invoice) on which you made the purchase.
1. Briefed owns the copyright in all the content material (whether manuals, procedures, guidance notes, or information or any kind) contained within the GDPR products (the “Material”) that you have purchased, as well as in any upgrades or updates or any sort that may, from time to time, be made available to you.
2. Your use in any way of any part of the Material constitutes acceptance of the terms of this Agreement.
3. Briefed hereby grants you a non-exclusive, non-transferable, royalty-free and revocable licence to reproduce and alter the Material for the purpose of developing GDPR compliance (“GDPR”) within a single organisation. For the purposes of this clause, a single organisation (the “Organisation”) is defined as the single organisation (which, for the avoidance of doubt, may operate from multiple locations and/or in a number of geographic areas and/or legal jurisdictions) that is within the scope of a single GDPR project that is documented through the use of the material.
4. This licence does not include the right to deploy the Material in more than one GDPR project and, where a single organisation operates more than one GDPR project, the Material is licenced for deployment in only one of them.
5. The licence does not extend to any Briefed trademarks that may be contained within the Material, all of which should be removed prior to deployment in your organisation.
6. The licence does not include the right to reproduce, distribute or sell the Material, or any derivation of the Material of any sort, in any format outside the Organisation.
7. The licence does not extend to any other information, property or rights owned by Briefed. For the avoidance of doubt, no licence is granted to reproduce, distribute or sell any other of Briefed’s copyrighted materials.
8. It is understood that the Material will become part of your GDPR project implementation, may be distributed and published as part of the development, deployment and maintenance of your GDPR project, and that your GDPR project may also contain information from other sources.
9. You may freely reproduce, amend, alter and distribute the Material within the Organisation in both printed and electronically retrievable forms.
10. You agree to mark each reproduction of the Material, or any derivation of the Material, as follows: “This document contains material that is distributed under licence from OMG Software Ltd. No reproduction or distribution of this material is allowed outside of your organisation without the permission of OMG Software Ltd”. 11. You agree that you will not use the trademark or name of Briefed in connection with your products, services or business.
12. You agree that you will not make the Material available to any other individual or organisation that is external to the Organisation and that you will promptly notify Briefed of any infringements of this licence or any unauthorised reproduction or distribution of the Material which may come to your attention.
13. You acknowledge that any failure to comply with this clause will constitute a material breach of this Agreement. Nothing in this Agreement shall be interpreted as restricting or preventing you from enforcing your own copyrights.
14. You agree to hold Briefed harmless, and defend and indemnify Briefed against any and all claims of liability of any sort arising out of the use of the Material and against all and costs (including all legal and related costs) arising out any breach of the Agreement by You.
15. This Agreement and all rights and duties herein are personal to You and are not assignable (other than in the course of corporate re-organisation), in whole or in part, without the prior written agreement of Briefed.
LIMITATION ON LIABILITY
16. “Product” means the document toolkits, templates and other works, or parts or samples thereof, which are supplied by us to which these standard licence terms have been applied by us, including any product supplied by us to you or to anyone purchasing them for you, and including any document templates, compliance bundles, e-learning and other works provided by us for download, or which these standard licence terms accompany, or in which these standard licence terms are referenced or incorporated.
17. “Associate” means any person whom you, the licensee, permit, directly or indirectly, to rely on or benefit from the products, within the scope of the licence,
18. We assume and you agree that we shall have no duty of care to you or any of your associates with respect to the products, that the products shall be used at the sole risk of you and your associates, that the products do not amount to any advice or representation, legal or otherwise, from us that you or your associates may rely on, and you shall and shall ensure that your affiliates do not make any claim against us in this regard.
19. You agree that you have not been induced to enter into the licence by any representation from us, but without affecting any liability we may have for fraudulent misrepresentation.
20. You agree that we shall have no liability to you or any of your associates for any of the following losses you or your associates may suffer, whether direct or indirect, and whether foreseeable or not: loss of profit, revenue, opportunity, custom, business, contract, expectation, or reputation; any fines; any cost or expense incurred in reliance on the licence or the products; any cost of purchasing substitutes for the products; and any liability to any third parties. You agree that we shall have no liability to you or your associates for any special, indirect, or consequential loss you or your affiliates may suffer.
21. You agree that our liability to you and your associates shall in any event be limited to the price payable under the sale contract for the licence, or if there is no sale contract, our published price for a full licence for the products at the time the licence commenced.
22. The caps in liability in the previous sentence shall apply both to any single event or circumstance giving rise to our liability, and to all events or circumstances giving rise to our liability in the aggregate.
23. Nothing shall limit or exclude our liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by our negligence.
24. References to our liability to you or your associates includes: liability for breach of the licence; liability under the terms of the licence; liability for breach of a duty of care or other negligence arising in connection with the products, including negligent misstatement; liability for misrepresentation (other than fraudulent); liability for breach of any statutory duty or liability under a statute; and any liability of any nature (including any of the foregoing) arising out of, in connection with the products or the licence.
25. You agree that for the purposes of this clause, references to us include our shareholders, officers and employees, who shall benefit from this clause as a third party right. This Agreement is the entire agreement between You and Briefed and You agree that it will be subject to the laws of Northern Ireland and that any matter arising out of this agreement will be subject to the jurisdiction of the Northern Irish courts only.
Last updated 13/02/2018