This licence agreement (Licence) is a legal agreement between you (Licensee or you) Cheemia Ltd (Company number: SC554048) of 4/2 South Learmonth Ave, South Learmonth Avenue, Edinburgh, United Kingdom, EH4 1PE (Licensor, us or we) for:

- the Remote Sales Engagement Training online training package, the data and any materials supplied with training including the associated media (Training Package); and

- printed materials and electronic documents which form part of or to be used in conjunction with the Training Package (Documents).

We license use of the Training Package and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.

1.1 1.1 In consideration of payment by you of the licence fee to us you are agreeing to abide by the terms of this Licence and we grant to you a non-exclusive, non-transferable, personal licence to use the Training Package and the Documents on the terms of this Licence for the period of 12 months from the you become a registered Member and are granted access to the Training Package and Documents (“Term”). For the avoidance of doubt, this Licence shall expire automatically after the Term without notice, unless otherwise agreed in writing between us and you

1.2 You may:

1.2.1 use the Training Package for your personal purposes only and access and use the Training Package on the Kajabi.com platform for single use by you; and

1.2.2 use the Documents in support of the use permitted under condition 1.2 and make a single copy of the Documents as are reasonably necessary for their lawful use in relation to the Training Package during and following the access and use of the Training Package.

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

2.1.1 not to copy the Training Package or the Documents in whole or in part except where such copying is incidental to normal use of the Training Package during and following access and use of the Training Package;

2.1.2 not to infringe our intellectual property rights or those of any third party in relation to your use of the Training Package or the Documents;

2.1.3 not to sell, rent, lease, sub-license, loan, translate, merge, adapt, vary, modify or give access to any other party to the Training Package or the Documents, in whole or in part, without our prior express written permission;

2.1.4 not to make alterations to, or modifications of, the whole or any part of the Training Package or the Documents, nor permit the Training Package or the Documents or any part of them to be combined with, or become incorporated in, any other programs or courses or any other materials;

2.1.5 not to use the Training Package for the purpose of conducting any benchmarking or comparison with any comparable or competing product or service (unless such benchmarking or comparison is expressly authorised in writing by us in advance) or for any other non-educational or educational purposes;

2.1.6 not to disassemble, decompile or create derivative works based on the whole or any part of the Training Package or the Documents nor attempt to do any such thing in order to create any training or any form of tool or work, educational or otherwise, which is similar to the Training Package or the Documents;

2.1.7 not to use the Training Package or the Documents in any manner that could reasonably be expected to damage, disable, overburden, or materially impair the Training Package or Documents;

2.1.8 to keep all copies of the Training Package and Documents secure and to maintain accurate and up-to-date records of the number and locations of all copies of Documents;

2.1.9 to include our copyright notice on all entire and partial copies you make of the Training Package and the Documents on any medium;

2.1.10 not to provide or otherwise make available the Training Package or the Documents in whole or in part, in any form to any person without prior express written consent from us;

2.1.11 to comply with all applicable technology control or export laws and regulations; and

2.1.12 not use or transfer the Training Package or Documents via any communications network.

2.2 We may immediately suspend the Licence to access and use the Training Package and the Documents, in whole or in part, by you if any of the above Licence restrictions are breached without any liability towards you whatsoever.

3.1 You shall create your own email username and password as part of registration process to become a registered “Member” in order to access the Training Package and Documents. The Licence to use the Training Package and the Documents is for the single registered Member. You shall be solely responsible for ensuring that the email username and password are only made available and used by you, and are not shared or used by any third party to access the Training Package and/or the Documents.

3.2 You shall immediately provide us with written notice if your email username and password are compromised in any way or you have reasonable cause to believe that a party other than you has acquired access to the Training Package or the Documents or any part thereof.

3.3 If the Training Package or Documents or any part thereof are downloaded onto device(s) not owned by you, you must have each owner's permission to do so. You shall be responsible for complying with this Licence, whether or not you own the device(s).

3.4 We shall be entitled to take all steps as we deem necessary to protect the Training Package and Documents if we receive a notification under condition 3.2 from you or otherwise have reason to believe that the Training Package or the Documents or any part thereof have been compromised or copied. This may include suspending the access to and use of the Training Package and the Documents by you. We shall not be responsible to you in any way for any actions that we are required to take in accordance with this condition.

We may from time to time update the content of the Training Package or Documents throughout the Term to comply with legal and other developments. We will provide you with the updated Training Package and/or Documents on the Kajabi.com platform. Upon receiving the updated Training Package and/or Documents, you agree to cease making use of the previous version of the Training Package and/or Documents.  

5.1 You acknowledge and accept that all intellectual property rights in the Training Package and the Documents anywhere in the world belong to us, that rights in the Training Package and the Documents are licensed (not sold) to you, and that you have no rights in, or to, the Training Package or the Documents other than the right to access and use them in accordance with the terms of this Licence. This condition 4 shall survive termination of this Licence.

6.1 You acknowledge that the Training Package and the Documents are provided “as is” and have not been specifically developed to meet your individual requirements, including any particular legal requirements you might be subject to under law or otherwise.

6.2 We only supply the Training Package and the Documents for internal, private and personal use by you, and you agree not to use the Training Package or the Documents for any other purpose worldwide.

6.3 We shall not in any circumstances whatsoever be liable to you, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

6.3.1 loss of profits, sales, business, or revenue;

6.3.2 business interruption;

6.3.3 loss of anticipated savings;

6.3.4 loss or corruption of data or information;

6.3.5 loss of business opportunity, goodwill or reputation, where any of the losses set out in condition 7.3.1 to condition 7.3.5 are direct or indirect; or 

6.3.6 any special, indirect or consequential loss, damage, charges, fines or expenses.

6.4 Other than the losses set out in condition 7.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, delict (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 50% of the licence fee paid by you for access to and use of the Training Package and the Documents. This maximum cap does not apply to condition 7.5.

6.5 Nothing in this Licence shall limit or exclude our liability for:

6.5.1 death or personal injury resulting from our negligence;

6.5.2 fraud or fraudulent misrepresentation;

6.5.3 any other liability that cannot be excluded or limited by law.

6.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Training Package and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Training Package and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6.7 You fully and effectively indemnify us and keep us fully and effectively indemnified against any liability, losses, damages, costs and expenses of any nature incurred by us to the extent arising as a result of: (i) the breach of this Licence by the you; and/or (ii) the negligent acts or omissions of you in connection with the access to and/or use of the Training Package and/or the Documents, in whole or in part.

6.8 This condition 7 shall survive the termination of this Licence.

7.1 We 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 capable of remedy) within 7 days after the service of written notice requiring you to do so.

7.2 On expiry or termination for any reason:

7.2.1 all rights granted to you under this Licence cease; and

7.2.2 you must immediately cease all activities authorised by this Licence; and

7.2.3 you must immediately and permanently delete or remove the Training Package and the Documents from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Training Package and the Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

8.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 9. Your continued use of the Training Package and the Documents following the deemed receipt and service of the notice under condition 9.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Training Package and the Documents on the deemed receipt and service of the notice.

8.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your registration for the Training Package and the Documents.

8.3 Note that any notice:

8.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

8.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

8.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

9.1 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 an Event Outside Our Control. An Event Outside Our Control is defined below in condition 10.2.

9.2 An Event Outside Our Control means any act or event beyond our reasonable control, including, without limitation, failure of public or private telecommunications networks.

9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

9.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

9.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

10.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under this Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this condition as though they were a party to this Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any competent governmental or regulatory authority or by a court of competent jurisdiction. This condition 11 shall survive termination of this Licence

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Notice and it is important that you read that information.

12.1 The Training Package or the Documents may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible or liable for and have not checked and approved their content.

13.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

13.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing in advance.

13.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

13.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

13.5 A person who is not a party to this Licence shall not have any rights to enforce its terms.

13.6 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

13.7 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Scottish law. We both irrevocably agree to the exclusive jurisdiction of the courts of Scotland.