licence agreement

Before you download or use mpirical courseware or supporting software, please read the terms and conditions of this licence. By using the courseware or supporting software you are consenting to be bound by and are becoming the licensee to this license. If you do not agree to all the terms of this licence, do not use the courseware or any other supporting software.

When you use mpirical courseware, mpirical limited (the "Licensor") grants you (the "Licensee") a non-exclusive, non-transferable Licence for the accompanying software product including electronic documentation, and associated material (the "Courseware").

As an Individual Licensee, the Licence permits you to "Use" (as hereinafter defined) the Courseware on a single computer system (the "System") for single use only upon the terms and subject to the conditions contained herein. The Courseware may not be transferred electronically from one computer to another nor used over a network.

1.       Upon accepting this Licence you undertake:

1.       not to copy the Courseware nor (subject to applicable law rights) to disassemble, decompile or reverse engineer the Courseware;

2.       not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license or create derivative works from the Courseware;

3.       to supervise and control Use of the Courseware in accordance with the terms of this Licence;

4.       not to provide or otherwise make available the Courseware to any person other than your employees or as specified herein without prior written consent from the Licensor;

5.       not to display the Courseware on a public bulletin board, ftp site, worldwide web site, chat room or by any other unauthorized means;

6.       not to use the Courseware for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse or any other destructive or contaminating program;

7.       Users within the United States of America undertake that the Courseware will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Administration Act or any other export laws, restrictions or regulations.

2.       This Licence may not be assigned, sublicensed or otherwise transferred by the Licensee, by operation of law or otherwise, without the Licensor's prior written consent, provided that the Licensee may assign this Licence upon written notice to the Licensor in instances in which such assignment is to an entity which acquires all or substantially all of the business of the Licensee, whether by merger, consolidation, or acquisition of assets.

3.       No delay or failure to take action under this Licence will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of the Licensor, and no single waiver will constitute a continuing or subsequent waiver.

4.       You may terminate this Licence at any time by destroying the Courseware, documentation and all copies. No Licence Fee is refundable. The Licensor may terminate this Licence at any time if you are found in breach of any of these terms.

5.        

1.       The courseware is provided "AS IS" without any warranty of any kind either express or implied including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non -infringement. The licensor does not warrant that the courseware will be error free or that such errors will be corrected and the licensee is solely responsible for all costs and expenses associated with rectification, repair or damage caused by such errors. Exclusion of warranties may not be valid in certain jurisdictions, however, the only applicable laws under which this licence may be construed are specified in clause 8 outlined below.

2.       The Licensor may create new versions of the Courseware ("upgrades") which may correct such errors and although the Licensor has no obligation to notify existing licensees of such upgrades. The Licensor lists various available courses and education materials in various catalogues which it publishes from time to time. The Licensor reserves the right to add or withdraw courses and education material at any time and without notice.

3.       The licensor shall not be liable to the licensee or to any other party for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this license, The courseware, its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.

4.       Notwithstanding the general ability of (3) above, the licensor expressly excludes liability for indirect, special incidental or consequential loss or damage which may arise in respect of the courseware howsoever caused even if advised of the possibility of such damages.

5.       In the event the licensor incurs any liability whatsoever, such liability is limited to any licence fee paid by the licensee.

6.       All copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Courseware (including but not limited to all images, animations, audio and other identifiable material relating to the Courseware) are and remain the sole property of the Licensor.

7.       U.S. Government restricted rights
the courseware product and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in sub-paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Courseware clause DFARS 252.227-7013 or sub-paragraph (c)(1) and (2) of the Commercial Computer Courseware Restricted Rights at CFR 52.227-19, as applicable.

8.       The parties hereby agree that this Licence shall be governed by and construed in accordance with the European Commission's Directives and WIPO Treaties on Computer Programs, Copyright and Intellectual Property Rights and in terms of the enforceability of this Licence, this Licence shall be deemed "in writing" and "accepted" by both parties. If for any reason a court of competent jurisdiction finds any provision of this Licence, or portion thereof, to be unenforceable, that provision of the licence shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Licence shall continue in full force and effect.

9.       This Licence constitutes the entire agreement between the parties with respect to the use of the Courseware and its documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any additional or different terms or conditions proposed by Licensee or contained in any purchase order are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by the Licensor. No amendment to or modification of this Licence will be binding unless in writing and signed by a duly authorized representative of the Licensor.