Definitions

The following definitions shall apply to this Schedule:

“Terms and Conditions” means the terms and conditions set out in this Schedule.

“Purpose” has the meaning given in paragraph 1.1 above.

“Training” has the meaning of any training courses on Redstone PBS Thinkific site.

Grant of Licence

  1. In consideration for the payment of the Charges by the Customer, Redstone hereby grants to the Customer a fully paid up, worldwide, non-exclusive, royalty-free, non-transferable licence for specifically stated time on Thinkific system with effect from the date that Redstone receives payment in full of the Charges, to use the Training Materials, subject to the terms of these terms and conditions. 
  2. The Customer undertakes not to exercise nor grant any licence permitting any third party to exercise the rights granted to the Customer under paragraph 3.1, without the prior written consent of Redstone.   The Customer shall not assign any rights of this License, without the prior written consent of Redstone.
  3. All Intellectual Property Rights over and in respect of the Training Materials are owned by Redstone. The Customer does not acquire any rights of ownership in the Training Materials.

Fees

  1. The fee for the training is included in the Charges to be paid by the Customer under this Contract.  All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Redstone at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice. 

Customer’s Obligations

  1. The Customer cannot use the Training Materials, for purposes other than as specified in these terms and conditions.
  2. The Customer undertakes that it shall take all necessary steps and impose all necessary conditions to ensure that they and all employees using the Training Materials do not commercialise or disclose the contents of it to any third party or use it for any purpose of than the Purpose.
  3. The Customer will not distribute, sell, license or sub-license, let, trade or sell the Training Materials to a third party.
  4. No copies of the Training Materials are to be made other than as expressly approved by Redstone, other than for the purpose of their use by the customer.
  5. The Customer will provide technological and security measures to ensure that the Training Materials Package which the Customer is responsible for is physically and electronically secure from unauthorised use or access.
  6. Customer shall ensure that the Training Materials retains all Redstone copyright notices and other proprietary legends and all trademarks or service marks of Redstone.
  7. The Customer shall inform Redstone immediately on becoming aware, or suspecting, that the Training Materials have been disclosed to, or otherwise obtained by, an unauthorised third party.

Liability and Indemnity

  1. The Training Materials are provided by Redstone on an “as is” basis.
  2. The Customer acknowledges that:
    1. The Training Materials have not been prepared to meet any specific requirements of any party, including any requirements of Customer; and
    2. it is therefore the responsibility of the Customer to ensure that the Training Materials meet its own individual requirements.
  3. To the fullest extent permitted by law, Redstone shall not be liable to the Customer for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Customer's exercise of the rights granted to it under these terms and conditions.
  4. The Customer shall indemnify the Redstone against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Redstone arising out of or in connection with: 
    1. the Customer's exercise of its rights granted under these terms and conditions;
    2. the Customer's breach or negligent performance or non-performance of these terms and conditions;
    3. the enforcement of these terms and conditions;
    4. any claim made against the Redstone by a third party for death, personal injury or damage to property arising out of or in connection with any application by the Customer of the content of the Training Materials that is attributable to the acts or omissions of the Customer, its employees, agents, or subcontractors.
  5. This indemnity shall apply whether or not the Redstone has been negligent or at fault.
  6. For the avoidance of doubt, the limits and exclusions set out in clause 6 of the Terms and Conditions (“Limitation of Liability”) shall apply as if they are set out in these terms and conditions and shall apply to every liability arising under or in connection with these terms and conditions including but not limited to liability in contract, tort (including negligence) misrepresentation, restitution or otherwise.

 Termination

  1. Without affecting any other right or remedy available to it, Redstone may terminate the use of training materials with immediate effect by giving written notice to the Customer if:
    1. the Customer commits a material breach of any term of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
    2. the Customer fails to pay any amount due under the Contract on the due date for payment; 
  2. Termination under this clause shall not affect any other rights or remedies Redstone may have.