Learn Then Play

Legal Notices

Learn then Play Ltd

Pre-Release Software Licence

THIS AGREEMENT is made by and between you ("Licensee" or "you") and Learn Then Play Limited of 7 Limewood Way, Leeds, United Kingdom LS14 1AB ("LTP") for the Learn Then Play software product.

You must read and accept these terms and conditions before downloading, installing and/or using the Software (as defined below).

1. LICENCE ACCEPTANCE

   1. 1.1 By clicking on the "Accept" button which follows this licence agreement, you agree to the terms of this Agreement which will bind you and (where applicable) your authorised users and employees.
   2. 1.2 If you do not agree to the terms of this Agreement, LTP is not willing to licence the Software to you and you must discontinue the installation or downloading process now by clicking on the "Reject" button below. In this case, the downloading / installation process will terminate.

2. BACKGROUND AND SCOPE

   1. 2.1 LTP is the exclusive distributor in the United Kingdom for the Learn Then Play software program, including any and all computer software, associated media, printed materials and online or electronic documentation ("Software").
   2. 2.2 LTP requires authorised users to use and test the Software on a restricted non-commercial basis prior to general release of the Software. LTP agrees to licence the Software to you for a limited period, subject always to your compliance with the terms of this Agreement.

3. LICENCE

   1. 3.1 In consideration of the rights and obligations set out in this Agreement, LTP grants to you a non-exclusive, non-transferable licence to use the Software for a period of 30 days from the date that LTP makes the Software available to you for download or installation, subject to the terms of this Agreement.
   2. 3.2 The scope of the licence granted to you under clause 2.1 shall be limited as follows:
      1. 3.2.1 your use of the Software shall be restricted to pre-release testing and review in accordance with the terms of this Agreement;
      2. 3.2.2 you have no right (and you shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make derivative works or error corrections to the Software in whole or in part except to the extent as permitted by law, in which event you shall first notify LTP and allow LTP at its option to provide the necessary information;
      3. 3.2.3 you shall not distribute, sub-licence, transfer, sell, demonstrate or market the Software whatsoever; and
      4. 3.2.4 you shall not and shall not allow others to publish or disclose information relating to the Software or the performance or quality of the Software to any third party.

4. LICENSEE'S RIGHTS AND OBLIGATIONS

   1. 4.1 As a condition of the rights granted under this Agreement, you agree to undertake the following obligations at your own cost:
      1. 4.1.1 at the request of LTP, provide LTP details of any usage, testing or research work conducted by you, or any of your authorised users or employees, in relation to the Software;
      2. 4.1.2 promptly notify LTP of any problems or defects encountered in the operation and use of the Software;
      3. 4.1.3 immediately notify LTP if you or any other user of the Software breaks the security to disable the Software in any manner whatsoever and provide details as to how the security of the program was broken;
      4. 4.1.4 at the request of LTP, complete the pre-release user questionnaires and promptly submit the completed questionnaires to LTP via email to betaresponse@learnthenplay.co.uk.
      5. 4.1.5 feedback any recommendations with regard to the operation, functionality, use, application or security of the Software and any ideas for enhancements; and
      6. 4.1.6 provide such co-operation and assistance as may be reasonably requested by LTP from time to time in respect of the Software and any future developments.
   2. 4.2 In providing the information to LTP as set out in clause 3.1 ("Information") , you undertake to use all reasonable endeavours to ensure the accuracy and completeness of such information.
   3. 4.3 You hereby permit LTP to use the Information (together with any related know-how) for the continued development of the Software and related products, including the right to quote and publish the Information for its legitimate business purposes.

5. WARRANTIES AND LIABILITY

   1. 5.1 LTP warrants to you that it has the right, power and authority to licence the Software upon the provisions of this Agreement.
   2. 5.2 LTP does not warrant that the use of the Software will be uninterrupted or error-free nor does it make any warranties or representations about the compatibility, security, accuracy, quality or reliability of the Software.
   3. 5.3 The Software is provided on an 'as is' and 'as available' basis and all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law.
   4. 5.4 Except as expressly stated in clause 4.7, LTP expressly excludes liability to you for any indirect, incidental, special or consequential loss or damages including (but not limited to) loss of profits, loss of anticipated profits or savings, loss of business, loss of revenue, loss of goodwill or injury to reputation, loss suffered by any third party, loss or corruption of data and/or similar losses, even if LTP has been advised of the possibility of such loss or damages.
   5. 5.5 The total liability of LTP whether in contract, tort or otherwise shall be limited to the replacement value of the Software provided to you under this Agreement.
   6. 5.6 You acknowledge that no representations were made prior to entering into this Agreement. You agree that, in entering into this Agreement, you did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Agreement. You shall have no remedy in respect of any representation (whether written or oral) made to you on which you may have relied in entering into this Agreement and LTP shall have no liability otherwise than pursuant to the express terms of this Agreement.
   7. 5.7 The limitations and exclusions in this clause 4 shall apply to the fullest extent permissible at law, but LTP does not exclude liability for death or personal injury caused by the negligence of LTP or for fraud or any other liability which may not be excluded by law.

6. INTELLECTUAL PROPERTY RIGHTS

   1. 6.1 You acknowledge and agree that all Intellectual Property Rights in the Software shall belong to LTP and its licensors, and you shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.
   2. 6.2 For the purpose of this clause 5, "Intellectual Property Rights" shall include any and all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

7. TERMINATION

   1. 7.1 LTP may terminate this Agreement at any time on written notice if it reasonably believes that you or any of your users are in material or persistent breach of any of the terms of this Agreement. Termination shall be without prejudice to any other rights or remedies accrued prior to termination.
   2. 7.2 On termination or expiry of this Agreement for any reason:
      1. 7.2.1 all rights granted to you under this Agreement shall cease;
      2. 7.2.2 you shall cease all activities authorised by this Agreement and shall procure that your users cease all such activities;
      3. 7.2.3 you acknowledge that LTP may immediately terminate your access to the Software without notice and LTP accepts no responsibility or liability arising as a result of such termination.
   3. 7.3 For the avoidance of doubt, the terms of this Agreement govern your use of the Software made available to you at the time you accept this Agreement. If you acquire additional or further versions of the Software at any time, then you will need to accept the appropriate terms of a separate licence agreement at that time.

8. CONFIDENTIALITY

   1. 8.1 Each party shall keep confidential and shall not disclose to any third party any information of a confidential nature which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge (other than by breach of this agreement) or subsequently comes lawfully into the possession of such party from a third party. For the purpose of this clause 7 information of a confidential nature shall include, without limitation, trade secrets, know-how, Information (as defined at clause 3.2) and any information of commercial value. Further, the terms of this Agreement are confidential and may not be disclosed by you without the prior written consent of LTP.
   2. 8.2 The provisions of clause 7 shall remain in full force and effect notwithstanding termination or expiry of this Agreement for any reason.

9. GENERAL

   1. 9.1 No party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
   2. 9.2 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
   3. 9.3 If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
   4. 9.4 This Agreement and any documents annexed as appendices or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
   5. 9.5 Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this agreement and signed by or on behalf of each of the parties.
   6. 9.6 Nothing in this Agreement is intended for the benefit of any third parties, and the parties agree that terms of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.
   7. 9.7 Any notice required to be given under to this Agreement shall be in writing and sent by first-class post. All such notices shall be deemed to have been delivered 48 hours after posting.
   8. 9.8 This Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the English courts.