IT IS AGREED as follows:

1.DEFINITIONS

1.1   The definitions and rules of interpretation in this clause apply in this Agreement.

“Affiliate” means a party controlling, controlled by, or under common control with another party, where “control” means the direct or indirect ownership of at least fifty percent (50%) of the stock or other equity interest of a party.

“Authorized Users” means any person who purchases this online course.

“Commencement Date” means the date specified in the Term Sheet.

“Content” means the training videos and courses and all other materials accessed in the on demand asynchronous training library titled “Nature Masterclasses Online”, access to which is licensed to Licensee under this Agreement.

“Platforms” means SN’s websites and other content delivery systems used by Licensee and Authorized Users to access SN’s content pursuant to this Agreement.

“Product” means the specific category of Content as specified in the Term Sheet.

“Term” means the effective period of this Agreement as specified in the details of the course purchased.

1.2 In this Agreement a reference to a statutory provision includes a reference to the same as modified, re-enacted or replaced from time to time and any subordinate legislation made under it; headings shall not affect the interpretation of this Agreement; the words “include”, “includes”, “including” and “in particular” shall be construed as if they were followed by the words “without limitation”.

2. GRANT AND SCOPE OF LICENCE

2.1 Subject to Authorized User’s compliance with this Agreement, and except as otherwise stated herein, Tattum Reading hereby grants Authorized User a non-exclusive, revocable and non-transferrable license to access the Content during the Term only.

2.2 Authorized Users may access (including by remote access), browse, view, collate, display, search and retrieve the Content via the Platforms, solely for their personal educational, scientific, or research purposes.

3. PROHIBITED USES

3.1       No Authorized Users shall:

3.1.1 remove, obscure or alter any copyright or other notices, trademarks, logos, service marks or any other proprietary rights appearing in or on the Content,

3.1.2 except as permitted by applicable law or this Agreement, update, change, revise, adapt, modify, translate, transform or create any derivative work of the Content,

3.1.3 except as permitted by applicable law or this Agreement, redistribute, reproduce, or transmit the Content by any means including electronic (e. g., via e-mail, FTP) nor post it on personal or public websites or on public networks,

3.1.4 systematically download any Content to its own or any third-party server, use routines designed to continuously and automatically search and index the Content (full text and meta data), such as webcrawling or spider programs or engage in any activity likely to burden the Platforms, except as expressly allowed in this Agreement, 

3.1.5 directly or indirectly use or assist any third party to use the Content for any commercial or monetary purposes including without limitation any sale, resale, loan, transfer or upload of the Content to a commercial entity’s internet website, or otherwise charge a fee for access; or

3.1.6 otherwise use the Content in a manner that would infringe the copyright or other proprietary rights contained therein.

3.2 Authorized Users are not allow to charge other persons to access the Content.

3.3 Authorized User shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or otherwise make Tattum Reading's services under this Agreement, or the Content, available to any third party except as set out in this Agreement or attempt to obtain or assist third parties in obtaining access to the Content otherwise than as allowed by this Agreement.

3.4 Authorized Users shall not broadcast or onward-stream the Content (in whole or in part) to anyone who is not an Authorized User under this Agreement.

3.5 Authorized Users

  1. can only use the license for their own personal use; and

  2. may not use the course content for commercial purposes, in other words, starting their own business replicating Tattum Reading content except with express permission from Tattum Reading.

3.6 Authorized Users shall not

3.7 Tattum Reading shall be responsible for monitoring and coordinating Authorised User registration and usage of the subscription access to the Content. 

3.8 Tattum Reading shall have sole discretion to determine the topics, scope form and experts featured in all Content. Tattum Reading may amend, edit or remove any materials, including without limitation the Content, from the Platforms at any time without prior notice to the Authorized User.

4. RIGHTS AND OBLIGATIONS OF Tattum Reading

4.1 Tattum Reading  may control access to the Content through Internet Protocol authentication or another identification method reasonably determined by Tattum Reading .

4.2 Tattum Reading reserves the right to monitor, investigate and analyse all available data including logfiles to detect misuse of the Content.

4.3 Where feasible, Tattum Reading shall collect data on usage of the Content and process these according to applicable privacy and data protection laws and our applicable Privacy Policy.

4.4 Tattum Reading shall use reasonable efforts to provide the Content through the Platforms, subject to periodic unavailability due to (a) unexpected technical issues outside of Tattum Reading’s control (such as disruption to a third party server), and (b) server and software maintenance; and to restore access to the Content as promptly as possible in the event of an interruption or suspension of access to the Platforms. 

4.5 Tattum Reading reserves the right to discontinue publication or distribution of any part of the Content and to withdraw, edit, amend or retract any part of the Content to which it no longer retains the right to publish or which it reasonably believes is incorrect or may give rise to a legal claim

4.6 Tattum Reading retains all right, title, and interest in and to the Content, except as expressly set forth in this Agreement. Nothing in this Agreement shall grant Authorized User any trademarks, patent rights, copyrights, and rights to any ideas and designs relating to the Content, the Platforms, and all software used to access the same.

5. NO GUARANTEE OF RESULTS

7.1 Tattum Reading is not responsible for Authorized User’s actions and results, and Tattum reading disclaims any and all guarantees, warranties, and liabilities 

6. TERMINATION

6.1 Tattum Reading may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice from the non-breaching party specifying the breach in reasonable detail. 

6.2 Tattum Reading may terminate this Agreement immediately upon written notice to the other party if (a) a petition in bankruptcy or for a reorganization or arrangement pursuant to the bankruptcy laws is filed by the other party, or (b) an order is entered directing the liquidation of the other party, or (c) the other party becomes insolvent, or (d) the other party ceases paying its debts on a regular basis, unless prohibited by applicable law.

6.3 Tattum Reading may suspend the provision of the Content to an Authorized User with immediate effect on written notice if: 

6.3.1 Tattum Reading has reasonable grounds to believe that Content is being used in a manner contrary to the terms of this Agreement;

6.4 In the event of termination or expiration of this Agreement for any reason, the Content license shall terminate and Authorized User shall (and shall procure all its Authorized Users shall) discontinue accessing the Content via the Platforms. 

7. GOVERNING LAW AND JURISDICTION

7.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the state of California.

7.2     The parties irrevocably agree that the courts of the state of California shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).