Corporate License

USAGE RIGHTS

Please contact us with the product or products you wish to purchase a corporate license.

Corporate License. A corporate license allows any number of people to use the product on any number of computers or server owned by that company, organization or corporation.

KEY DEFINITIONS

In this License, the following terms shall have the following meanings:

  • [Agent: A third party appointed from time to time by the Licensee to act on the Licensee's behalf, who may undertake any or all of the obligations of the Licensee under this License, as agreed between the Licensee and the Agent.]
  • Authorized Users: current members of the staff (whether on a permanent, temporary or contract basis) [and contractors] of the Licensee who are permitted to access the Secure Network from within the Licensee's Premises [or from such other places where Authorized Users undertake their work for the Licensee (including but not limited to Authorized Users' offices and homes)] and who have been issued by the Licensee with a password or other authentication.
  • Commercial Use: Use for the purposes of monetary reward (whether by or for the Licensee or an Authorized User) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. For the avoidance of doubt, use by the Licensee or by an Authorized User of the Licensed Materials in the course of research, product development and related activity in the normal course of business does not constitute Commercial Use.
  • Fee: The Fee set out per product item as listed on the website and may change annually from time to time.
  • Licensee's Premises: The physical premises owned or operated by the Licensee.
  • Licensed Materials: the electronic material as set out on our website and may change annually from time to time.
  • [RSP's Representative: A third party appointed from time to time by RSP to act on RSP's behalf, who may execute this License on behalf of RSP and undertake any or all of RSP's obligations under this License, as agreed between RSP and RSP's Representative.]
  • Secure Network: A network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorized Users approved by the Licensee whose identity is authenticated at the time of log-in and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by the Licensee.
  • Server: The server, either RSP's server or a third party server designated by RSP, on which the Licensed Materials are mounted and may be accessed.
  • Site: The site or website , either RSP's site or website or a third party site or website designated by RSP, on which the Licensed Materials are mounted and may be accessed.

CORPORATE USAGE RIGHTS

Welcome to the Website of ReadySetPresent.com ("RSP"). RSP makes a number of resources available to you, including but not limited to information, software, products, downloads, documents, communications, files, text, graphics, publications, content, tools, and services such as technical support.

RSP reserves the right, at its sole discretion, to change, add, or remove any part of these Terms of Use at any time without prior notice to you. RSP may choose to notify subscribers to newsletters and RSS feeds of such changes. However, it is up to Licensee to check these Terms of Use for changes. Continuing to use the Site after the posting of changes to the Terms of Use will constitute your acceptance of those changes.

WHEREAS RSP holds the rights granted under this License AND WHEREAS the Licensee desires to use the rights and RSP desires to grant to the Licensee the License to use the rights for the Fee, subject to the terms and conditions of this License.

AGREEMENT

RSP agrees to grant to the Licensee the non-exclusive and non-transferable right, throughout the world, to give Authorized Users access to the Licensed Materials via a Secure Network subject to the terms and conditions of this License, and the Licensee agrees to pay the Fee.

The Licensee may:

  • [Load the Licensed Materials on the Licensee's server onto their organization's Secure Network.]
  • [Make such back-up copies of the Licensed Materials as are reasonably necessary.]
  • Allow Authorized Users of the Licensees same organization to have access to the Licensed Materials from the Server via the Secure Network.
  • The rights granted to Licensee are for use of the Site’s content constitute a license and not a transfer of title.
  • Licensee may use Site content only for personal, informational, and internal purposes.
  • Display, or print the Licensed Materials for the purpose of training Authorized Users or groups thereof, and for internal corporate training programs (in respect of which appropriate acknowledgement of the source shall be made).
  • Search, view, and display the Licensed Materials.

Nothing in this License shall in any way exclude, modify or affect any of the Licensee's rights under the copyright laws of [jurisdiction.]

PROHIBITED USES

Neither the Licensee nor Authorized Users may:

  • remove or alter the authors' names or RSP's copyright notices or other means of identification or disclaimers as they appear in the Licensed Materials;
  • publish or post any part of the Content on any other Internet site;
  • mount or distribute any part of the Licensed Material on any electronic network, including without limitation the Internet and the World Wide Web, other than the Secure Network;
  • remove any copyright or other proprietary notices displayed or contained in the Site’s content.
  • distribute, sell, lease, rent, or relicense the Site’s content to others.

Explicit written permission must be obtained in order to:

  • use all or any part of the Licensed Materials for any Commercial Use, other than as permitted as indicated above;
  • systematically distribute the whole or any part of the Licensed Materials to anyone other than Authorized Users;
  • publish, distribute or make available the Licensed Materials, works based on the Licensed Materials or works which combine them with any other material, other than as permitted in this License;
  • alter, abridge, adapt or modify the Licensed Materials, except to the extent necessary to make them perceptible on a computer screen [or as otherwise permitted in this License,] to Authorized Users.

LICENSEE'S UNDERTAKINGS

The Licensee shall:

  • ensure that only Authorized Users from the same organization are permitted access to the Licensed Materials.
  • ensure that all Authorized Users from the same organization are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and that they are made aware of and undertake to abide by the terms and conditions of this License;
  • [monitor compliance and] immediately upon becoming aware of any unauthorized use or other breach, inform RSP and take all steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;
  • [issue passwords or other access information only to Authorized Users from the same organization and ensure that the same Authorized Users do not divulge their passwords or other access information to any third party;]
  • provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable RSP to provide access to the Licensed Material in accordance with its obligation stated within this Agreement. Should the Licensee make any significant change to such information, it will notify RSP not less than ten (10) days before the change takes effect.
  • keep full and up-to-date records of all Authorized Users from the same organization and their access details and provide RSP with details of such additions, deletions or other alterations as are necessary to enable RSP to provide Authorized Users with access to the Licensed Materials as contemplated by this License.

UNDERTAKING BY BOTH PARTIES

  • Each party shall use its best endeavors to safeguard the intellectual property, confidential information and proprietary rights of the other party.
  • Neither party shall disclose the terms and conditions or the subject matter of this License or any other information about the other party's business to any third party without the prior written consent of the other. This provision shall survive the termination of this License, and any information obtained or received which comes within these restrictions shall remain confidential, PROVIDED always that this obligation shall not apply to any information which at the time of disclosure is in the public domain or is made available at any time by an independent third party which has not obtained it directly or indirectly in breach of any confidentiality agreement with either of the parties hereto.

INTELLECTUAL PROPERTY AND LICESNSES

The Site content, including software and related documentation, as well as the selection and arrangement of Site, are protected by copyright, trademark, patent, and/or other intellectual property laws. Unauthorized use of the Site’s content may violate such laws and these Terms of Use.

Except as expressly stated in this document, RSP and/or its suppliers do not grant any express or implied rights to use the Sites’s content. Licensee agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site, its content (including downloaded software or other products), except as expressly authorized in the Terms of Use. Also, Licensee agree not to use any data mining, robots, or similar data harvesting and extraction methods in connection with the Site.

VISITOR CONDUCT

In using the Site, including all software, services, and resources available through it, Licensee agrees:

Licensee will not attempt to gain unauthorized access to services, materials, visitor information and accounts, computer systems, or networks connected to any RSP server or to the Site, through hacking, password mining or any other means. Licensee may not obtain or attempt to obtain any materials or information through any means not intentionally made available via the Site.

  • Licensee will not use false identity information when registering for subscriptions, downloads, or product licenses.
  • Licensee will not remotely harvest or otherwise collect information about others, including e-mail addresses, nor will Licensee use e-mail addresses published on this site for the purpose of sending any type of unsolicited e-mail communication whose origin has been disguised or falsified.

USE OF TRADEMARKS

The trademarks and logos ("Marks") displayed on the Site are the property of RSP or third parties. Licensee may not use the Marks without the prior written consent of RSP or the third party owner the Marks.
Licensee may use RSP Marks and logo images ("Logos") under the following conditions:

  • Licensee may not alter Logos in any way except pixel dimensions, which must always be in the same proportions as the original image provided via the Site. All Marks in reduced-size Logos must remain clearly identifiable and readable.
  • Licensee may not use Logos in any manner that represents or implies any affiliation with, or endorsement by RSP when no such affiliation or endorsement has been formally established in writing with RSP.
RSP reserves the right to determine what constitutes improper or inappropriate use of RSP’s Marks and Logos, and Licensee agree to correct improper/inappropriate use of RSP's Marks and Logos, or to cease use of the same upon notification from RSP.

PRIVACY INFORMATION

To learn about how RSP protects information about you, such as your name and e-mail address, please refer to our Privacy Policy. Unless specifically stated otherwise in the Privacy Policy or in the Terms of Use, your personal information is always treated as confidential. Any non-personal information or material sent to RSP will generally NOT be considered as confidential. Licensee understand and agree that RSP may disclose information about Licensee if we believe in good faith that we are required to do so by law, to respond to claims, or to protect the rights, property, or safety of RSP or others, as stated in our Privacy Policy. Please be aware that your browser must be enabled to accept cookies in order for Licensee to purchase RSP products on line or register for corporate licenses.

TERM AND TERMINATION

In addition to automatic termination under this Agreement, this License shall be terminated:

  • if the Licensee defaults in making payment of the Fee as provided in this License;
  • if either party commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by the other party;
  • if either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.
  • On termination all rights and obligations of the parties automatically terminate except as specifically provided in this License, and except for obligations in respect of Licensed Materials to which access continues to be permitted as provided in this Agreement.

On termination of this License for cause, as specified in this Agreement, the Licensee shall immediately cease to distribute or make available the Licensed Materials to Authorized Users [and shall return to RSP or destroy all Licensed Materials locally mounted pursuant to this Agreement].

GENERAL

This License constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of this License, whether oral or written.

Alterations to this License and to the Schedules to this License are only valid if they are recorded in writing and signed by both parties.

This License may not be assigned by either party to any other person or organization, nor may either party sub-contract any of its obligations, except as provided in this License in respect to the management and operation of the Server, without the prior written consent of the other party, which consent shall not unreasonably be withheld.

If rights in all or any part of the Licensed Materials are assigned to another publisher, RSP shall [use its best endeavors to] ensure that the terms and conditions of this License are maintained.

Neither party's delay or failure to perform any provision of this License, as result of circumstances beyond its control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this License.

The invalidity or un-enforceability of any provision of this License shall not affect the continuation or enforceability of the remainder of this License.

Either party's waiver, or failure to require performance by the other, of any provision of this License will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.

[This License shall be governed by and construed in accordance with { jurisdiction} law; {subject to this Agreement,} the parties irrevocably agree that any dispute arising out of or in connection with this License will be subject to and within the jurisdiction of the courts of { jurisdiction}.]

USE OF AN EXPERT TO RESOLVE DISPUTES

If any difference arises between the parties on the meaning of this License or their rights and obligations, it shall first be referred to an independent expert appointed by agreement of the parties, or, in default of an agreement, by an appointee of RSP's choosing.

Any expert so appointed shall act as expert and not as an arbitrator and his decision (which shall be given by him in writing stating the reasons for his decision) shall be final and binding on the parties.

Each party shall provide the expert with such information as he may reasonably require for the purposes of his decision.

The costs of the expert shall be borne by the parties in such proportions as the expert may determine to be fair and reasonable or, if no determination is made by the expert, by the parties in equal proportions.]

Revised 01/01/13