IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY MATERIAL FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Helen Doron Limited (Licensor or we) to download certain copyright materials, which includes images, audio, or video material in any medium or form provided, printed materials and online or electronic documentation (Materials).
BY PROCEEDING TO DOWNLOAD ANY MATERIALS FROM THIS WEBSITE OR CLICKING ON THE “I AGREE” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE MATERIALS TO YOU AND YOU MUST DISCONTINUE THE DOWNLOADING PROCESS NOW. IN THIS CASE YOU MAY NOT DOWNLOAD ANY MATERIALS FROM THIS WEBSITE.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of your being a parent of a fee paying student in a course offered by the Licensor or its affiliates or franchisees or licensees and in consideration of you assenting to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to download and use the Materials the terms of this Licence.
1.2 You are entitled to download and use the Materials for private non-commercial purposes and only for use as a part of the course in which your child/children is/are enrolled.
2. LICENSEE’S UNDERTAKINGS
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Materials except where such copying is incidental to normal use of the Materials, or where it is necessary for the purpose of back-up and use in the Licensor’s courses;
(b) not to reproduce, broadcast, publicly perform, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify any of the Materials;
(c) not to make alterations to, or modifications of, the whole or any part of the Materials, nor permit the Materials or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Materials nor attempt to do so;
(e) to keep all copies of the Materials secure and not to allow access by any unauthorised parties;
(f) to supervise and control use of the Materials and ensure that the Materials are used in accordance with the terms of this Licence;
(g) to include the copyright notice of the Licensor on all entire and partial copies you make of the Materials on any medium;
(h) not to provide or otherwise make available the Materials in whole or in part, in any form to any person without prior written consent from the Licensor; and
(i) not to use the Materials via any communications network or by means of remote access.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Materials anywhere in the world belong to, or are exclusively licensed to, the Licensor, and you acknowledge that the rights in the Materials are licensed (not sold) to you, and that you have no rights in, or to, the Materials other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that the Materials may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.
3.3 The Materials, including the information, names, images, pictures, logos and icons regarding or relating to the Licensor and/or the Licensor’s affiliated companies , its products and services (or to third party products and services), is provided “AS IS” and on an “AS AVAILABLE” basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
3.4 The Licensor does not warrant that functions provided will be uninterrupted or error free, that defects will be corrected, or that the Materials or the server that makes them available are free of viruses or bugs.
4.1 The Licensor may terminate this Licence immediately by written notice to you if:
(a) You commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
4.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence;
(c) you must immediately delete or remove the Materials from all computer equipment in your possession, and immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Materials then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
5. TRANSFER OF RIGHTS AND OBLIGATIONS
5.1 This Licence is binding on you and us, and on our respective successors and assigns.
5.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
5.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.
All notices given by you to us must be given to Helen Doron Limited at [email protected] We may give notice to you at either the e-mail or postal address you provided. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or five days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
7.1 If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
7.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
7.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
9. ENTIRE AGREEMENT
9.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Materials and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
9.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
9.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
10. LAW AND JURISDICTION
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Israeli law (without reference to its conflict of law provisions) and submitted to the non-exclusive jurisdiction of the Israeli courts.