HRD Academy UK Limited (“HRDA”) is willing to license the course material to you only upon the condition that you accept all of the terms and conditions set forth in this license agreement ("agreement"). Please read these terms and conditions carefully before continuing, as continuing will indicate your assent to them. If you do not agree to these terms and conditions, then HRDA is unwilling to license the course material to you and you should not continue to install the course material.

1.  Grant of license for personal use

HRDA grants you a non-exclusive, non-transferable, non-sublicenseable right, and license to use the object code of the content, text, images, graphics, and other material included in this the "course material" solely for your personal, non-commercial use. You shall not exceed the scope of the license granted hereunder. Any rights not expressly granted by HRDA to you are reserved by HRDA, and all implied licenses are disclaimed.

2.  Ownership

The course material is proprietary technology of HRDA and/or its licensors, and is protected under international copyright law and international treaty provisions. HRDA retains all ownership and intellectual property rights in and to the course material. Except for the limited rights granted to you by this agreement, you have no ownership or other intellectual property rights in the course material. You may not remove any proprietary notices of HRDA or any of its licensors from any copy of the course material. Any other use of the course material by you or any other entity is strictly forbidden and is a violation of this agreement. The HRDA name and logo, and all related product and service names, design marks, and slogans are the trademarks, service marks or registered trademarks of HRDA, and may not be used in any manner without the prior written consent of HRDA.

3.  Restrictions

You may not publish, display, broadcast, merge, link, frame, disclose, sell, rent, lease, modify, store, loan, distribute, provide third party access to, or create derivative works of the course material, or any part thereof. You may not assign, sublicense, convey or otherwise transfer, pledge as security, or otherwise encumber the rights and licenses granted hereunder, with respect to the course material. You may not copy, reverse engineer, decompile, reverse compile, translate, adapt, or disassemble the course material, or any part thereof, nor shall you attempt to create the source code, if any, from the object code for the course material. You may not market, co-brand, private label or otherwise permit third parties to access the course material, or any part thereof. You may not use the course material, or any part thereof, in the operation of a service bureau, or for the benefit of any other person or entity. You may not cause, assist or permit any third party to do any of the foregoing.

4.  Limitation of liability

In no event will HRDA be liable to you or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of, or inability to use, the course material, or for any claim by any other party, even if HRDA has been advised of the possibility of such damages. If this limitation of liability or the exclusion of warranty set forth herein is held inapplicable or unenforceable for any reason, then the cumulative maximum liability of HRDA, its affiliates, and third-party suppliers, including their officers, directors, employees, subcontractors, agents, successors or assigns, for any type of damages shall limited to the lesser of the amount paid for the course material or u.s. $100.00.

5.  Export restrictions

This agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the course material, or information about such course material, which may be imposed from time to time. You shall not export the course material, documentation or information about the course material and documentation without complying with such laws, regulations, orders, or other restrictions. You agree to indemnify HRDA against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of this section.

6.  Indemnification

You agree to indemnify, defend, and hold harmless HRDA and its officers, directors, employees, subcontractors, agents, successors or assigns from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys fees) arising from your use of the course material, your violation of this agreement, or your infringement of any intellectual property or other right of any third party.

7.  General

This agreement shall be governed by, and construed in accordance with, the British laws, without regard to its conflict of laws provisions. The exclusive forum for any action arising hereunder is in a court of competent jurisdiction in England, United Kingdom. You acknowledge and agree that the parties hereto are independent contractors, and no agency, partnership, franchise, joint venture, or employer-employee relationship, is intended or created by this agreement. This agreement shall constitute the entire agreement between the parties hereto. This agreement, the rights granted hereunder, and the course material shall not be assigned by you without the prior written consent of HRDA. Any waiver or modification of this agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall be interpreted so as to reasonably effect the intention of the parties.