(1) The individual submitting the online application to become a Tooled Up Research Partner (the Licensor);
(2) TOOLED UP EDUCATION LTD incorporated and registered in England and Wales with company number 11537853 whose registered office is at 59 Union Street, Dunstable LU6 1EX (Tooled Up Education).
(A) Research and findings conducted by the Licensor and subsequently shared with Tooled Up Education in any written, verbal or digital form (Works).
(B) Tooled Up Education wishes to receive and the Licensor is willing to grant to Tooled Up Education a licence on the terms and conditions set out in this Licence to reproduce and use the Works to create resources for publication on its website at tooledupeducation.com (Website).
The following definitions and rules of interpretation apply in this Licence.
|Copyright||all copyright and rights in the nature of copyright subsisting in the Work in any part of the world to which the Licensor is, or may become, entitled;|
|Business Day||a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;|
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.4 A reference to writing or written includes fax and email.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms
2. Grant & Term
2.1 The Licensor hereby grants to Tooled Up Education licence under the Copyright to use the Works to create resources for publication on the Website (including reproducing the Works in whole or in part and/or altering the Works) (including any replacement website) and charge for access to the Works, subject to, and in accordance with, the terms of this Licence.
2.2 Unless terminated earlier in accordance with clause 6.2 the rights granted by this Licence shall continue for 70 years.
2.3 Tooled Up Education shall procure that the Website and all descriptive literature relating to the Works credit the Licensor and include the Licensor’s logo and a link to the Licensor’s website where appropriate.
3.1 The Licensor acknowledges that no payment is due from Tooled Up Education in respect of the use of the Works in accordance with this Licence.
3.2 The Licensor agrees that the whole consideration in relation to this copyright is the publishing of any resources created on the website deriving from the works submitted by the Licensor to Tooled Up Education.
P4. Protection of the Copyright
4.1 Tooled Up Education shall immediately notify the Licensor in writing giving full particulars if any of the following matters come to its attention:
(a) any actual, suspected or threatened infringement of the Copyright;
(b) any claim made or threatened that the Works infringe the rights of any third party; or
(c) any other form of attack, charge or claim to which the Copyright may be subject.
4. In respect of any of the matters listed in clause 4.1:
(a) the Licensor shall, at its absolute discretion, decide what action to take, if any and shall have exclusive control over, and conduct of, all claims and proceedings;
(b) Tooled Up Education shall not make any admissions other than to the Licensor and shall provide the Licensor with all assistance that the Licensor may reasonably require in the conduct of any claims or proceedings; and
(c) the Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
4.3 The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.
4.4 Nothing in this Licence shall constitute any representation or warranty that the exercise by Tooled Up Education of rights granted under this Licence will not infringe the rights of any person.
5. Moral Rights
The Licensor, being the sole author of the Works, asserts the Licensor’s moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Works.
6.1 Tooled Up Education shall not assign, transfer, mortgage, charge, sub-license, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Licence without the prior written consent of the Licensor.
6.2 The Licensor may terminate this licence by notice with immediate effect if:
(a) Tooled Up Education commits a material breach of any term of this licence and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) Tooled Up Education suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors; is subject to any application or proceedings in connection with winding up, administration or receivership; or suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
6.3 Any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence shall remain in full force and effect.
6.4 This Licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
6.5 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Licence or its subject matter or formation.