Single User Licence

Your use of the Licensed Material (as defined below) is strictly subject to the terms and conditions contained in this Teaching Resource Licence (this "Licence"). This Licence is a legally binding agreement between You and Fruit Salad Publishing Limited in relation to Your use of the Licensed Material. By using the Licensed Material, You confirm that You accept the terms and conditions under this Licence and agree to be bound by them. Please read the terms and conditions under this Licence carefully.

Section 1 - Definitions.

  • Author means the creator of the Licensed Materials.

  • Copyright means copyright and database right which subsist in the Licensed Material.

  • Effective Technological Measures means those measures that are taken to control unauthorised copying, transmission and use of any materials (such as encryption).

  • Exceptions and Limitations means fair dealing and/or any other legal, statutory or common law exception or limitation to Copyright that applies to Your use of the Licensed Material.

  • Licence has the meaning given in the preamble to this Licence.

  • Licensed Material means the artistic or literary work, image, video or audio recording, database, and/or other material supplied to You by the Licensor for use under this Licence.

  • Licensed Rights means the rights granted to You by the Licensor under this Licence.

  • Licensor means Fruit Salad Publishing Ltd, a company incorporated in England and Wales with company number 12115323 whose registered office is at Lynwood, New Hill, Goodwick, SA64 0DP, Pembrokeshire, United Kingdom.

  • Limited Licence has the meaning given in Section 2.

  • Owner means the owner of the Copyright (and may or may not be the author).

  • Price means the price stated as being payable by You in connection with the Licensed Material at the time of Your completion of the procedure to purchase access to the Licensed Material through the Licensor’s website.

  • Share means to provide the Licensed Material to the public (other than in accordance with Sections 2(a)(1)(B) or 2(a)(1)(C) only) by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available to the public including in ways that members of the public may access the material from a place and at a time individually chosen by them.

  • Student means any student, pupil, tutee or similar individual whom You Teach, and Students means more than one of them.

  • Student Limit has the meaning given in Section 2(a)(6).

  • Teach means to direct the learning, via a live (or non-commercial pre-recorded session if you have purchased the product, for example for online learning during a pandemic) of an identifiable person or a limited group of identifiable people. Teaching has a corresponding meaning.

  • Website T&Cs means the terms and conditions applicable to Your use of the Licensor’s and/or its affiliate’s websites (including without limitation those terms and conditions available here: www.fruitsaladpublishing.com as updated from time to time).

  • You means the individual or entity exercising the Licensed Rights under this Licence as the licensee. Your has a corresponding meaning.

Section 2 - Scope.

Licence grant.

    • Subject to the terms and conditions of this Licence, and in consideration of Your payment to the Licensor of the Price, the Licensor hereby grants You (pursuant to its agreement with the Owner) a worldwide, non-exclusive, non-sublicensable (save as provided under Section 2(a)(5)(A)(a) below), irrevocable (save as provided under Section 6 "Term and Termination", below) sub-licence to:
       

      • use and reproduce the Licensed Material (in whole or in part) for Your own personal, non-commercial, private study or educational purposes only, without any right to Share the Licensed Material;

      • use, reproduce and distribute such Licensed Material to Your Students for Teaching purposes only without any right to Share the Licensed Material and subject in all cases to, and at all times in accordance with, Sections 2(a)(5) (Downstream Recipients) and 2(a)(6) (Student Limit)

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      • Not to adapt or modify in any way material from downloaded products from fruitsaladpublishing.com. Adapted Material means material subject to Copyright that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified.

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      • Notwithstanding the above and for the avoidance of doubt, You are not given the right to Share any of the Licensed Material except in accordance with the terms of this Licence.
         

    • Exceptions and Limitations. For the avoidance of doubt, the terms and conditions of this Licence shall not apply to Your use of the Licensed Material to the extent that any Exceptions and Limitations apply to such use.
       

    • Media, formats and technical modifications. The Licensor authorises You to exercise the Licensed Rights in all media and formats whether now known or hereafter created, and to make technical modifications necessary to do so. The Licensor waives and/or agrees not to assert any right or authority to prevent You from making technical modifications necessary to exercise the Licensed Rights, including technical modifications necessary to circumvent Effective Technological Measures. For the purposes of this Licence, simply making modifications authorised by this Section 2(a)(4) shall not be deemed to produce Adapted Material.
       

    • 2 (a) (5) Downstream recipients.

    • Limited Licence for Students You Teach. 

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    • Subject to the Student Limit set out in Section 2(a)(6) below, You shall, and hereby undertake to, grant any Student that receives any Licensed Material from You, automatically at the time of receipt of such Licensed Material by such Student, a limited, non-sublicensable licence to use such Licensed Material for such Student’s own personal, non-commercial private study or educational purposes only (a "Limited Licence"). You shall be responsible for ensuring the compliance of any Student who receives the Licensed Material from You, on Your behalf or as a result of Your Teaching with the terms and conditions of this Licence to the extent applicable to them.

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    • Where Your right to use the Licensed Material terminates under Section 6(a), all Limited Licences granted by You shall also automatically terminate. Where Section 6(b) applies all Limited Licences shall be renewed in the same manner.

    • No downstream restrictions. Without prejudice to any Effective Technological Measures subsisting in or with respect to the Licensed Material when supplied to You under the terms of this Licence, You may not apply any additional Effective Technological Measures to the Licensed Material.

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    • 2 (a) (6) Student Limit. 

    • The number of concurrent Limited Licences You may grant under this Licence must be reasonable given the custom and practice for class sizes in the country in which You Teach and, in any event, You shall not grant more than 35 Limited Licences or otherwise distribute the Licensed Material to more than 35  (the “Student Limit”).
       

    • No endorsement. Nothing in this Licence constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or any other persons designated to receive attribution as provided in Section 3(a)(1)(A)(i).
       

  • Other rights.

    • The Licensor and the Author waive any rights (including, to the extent applicable, moral rights) that they have in relation to the Licensed Material to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise. In the event that the Author has moral rights in the Licensed Material which have not been waived, the Licensor agrees to notify You and provide You with the necessary details of that third party in accordance with Section 3(a)(i).

    • Save as expressly set out in this Licence, this Licence does not confer on You any right to make use of the Licensor's, the Author's or the Owner's patents, trade marks and/or any other rights that they may hold from time to time.

    • This Licence is not a grant of ownership in or to the Licenced Material. Save as expressly permitted by the terms and conditions of this Licence, no other uses of the Licensed Material are permitted and nothing shall operate to grant You any rights in or to the Licensed Material other than the Licensed Rights.

    • For the avoidance of doubt, the Licensor may offer the Licensed Material to any third party under separate terms or conditions or stop distributing the Licensed Material to third parties at any time. 

Section 3 - Licence Conditions.

Your exercise of the Licensed Rights is expressly made subject to the following conditions:

  • Attribution.

    • If You use the Licensed Material as a Teaching resource, You must:

    • display on or in reasonably clear connection with the Licensed Material the following if it is supplied by the Licensor with the Licensed Material:

        • identification of the Author(s) of the Licensed Material and any other person or persons (e.g. of the Owner) designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated);

        • a copyright notice;

        • a notice that refers to this Licence;

        • a notice that refers to the disclaimer of warranties contained in this Licence; and

        • URL or hyperlink to the Licensed Material to the extent reasonably practicable;

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      • You may satisfy the conditions in Section 3(a)(1) in any reasonable manner based on the medium, means, and context in which You use the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URL or hyperlink to a resource that includes the required information.
         

    • If requested by the Licensor, You must (to the extent reasonably practicable) remove any of the information required by Section 3(a)(1 )(A) from Your copies of the Licensed Material within 30 days of receipt of the request.
       

  • Payment of Price.

    • You shall pay the Price to the Licensor upon acceptance of the terms and conditions of this Licence and in any event prior to You downloading the Licensed Material.

    • Save for Your payment of the Price, the Licensor waives any right to collect royalties from You (or from those Students to whom You have granted a Limited Licence) for the exercise of the Licensed Rights. In all other cases, or in the event of any non-compliance with the terms or conditions of this Licence, the Licensor expressly reserves the right to collect such royalties.

Section 4 - Database Rights.

Where the Licensed Material is a database in which database rights subsist and are licensed in accordance with Section 2(a)(1):

  • if You include all or a substantial portion of the contents of such Licensed Material in another database in which You have a database right, the other database in which You have a database right (but not its individual contents) shall constitute Adapted Material for the purposes of this Licence; and

  • You must comply with the conditions set out in Section 3(a) if You make use of all or a substantial portion of the contents of the Licensed Material in any way.

For the avoidance of doubt, this Section 4 supplements and does not replace Your obligations under this Licence where the Licensed Rights include rights under other copyright (in addition to rights under any database right).

Section 5 - Disclaimer of Warranties and Limitation of Liability.

  • To the fullest extent permitted by law, the Licensor offers the Licensed Material on a "as-is" and “as available” basis. The Licensor makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, freedom from viruses, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable.

  • To the fullest extent permitted by law, in no event shall the Licensor be liable to You or any Student (including, without limitation, in negligence) for any direct, special, indirect, incidental, consequential, punitive, exemplary, economic or other losses, costs, expenses, or damages arising out of this Licence or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages.

  • The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the fullest extent permitted by law, most closely approximates an absolute disclaimer and waiver of all liability.

  • To the extent that the Licensor’s liability cannot be excluded or limited by law, in no event shall the total aggregate and cumulative liability to You for claims of any kind exceed the amount of the Price paid by You for the download and use of the Licensed Material.

  • Notwithstanding any other section of this Licence, nothing in this Licence shall exclude or restrict the Licensor's liability for fraud or death or personal injury resulting from its own negligence or any other liability which may not by law be excluded or restricted.

Section 6 - Term and Termination.

  • This Licence is effective from the time at which the Licensed Material is downloaded by You and shall continue to apply for the duration of the Copyright in the Licensed Material. If You fail to comply with the terms or conditions of this Licence, Your rights under this Licence (including all Licensed Rights) shall terminate automatically without notice from the Licensor.

  • Where Your Licensed Rights have terminated under Section 6(a), they shall be reinstated:

    • automatically as of the date the violation is cured, provided it is cured within 30 days of Your discovery of the violation; or

    • upon express reinstatement by the Licensor.

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For the avoidance of doubt, this Section 6(b) does not affect any right the Licensor may have to seek remedies for any breach by You of this Licence 

  • In accordance with the Website T&Cs, the Licensor shall be entitled to terminate this Licence with immediate effect on notice to you in the event that the Licensor in its sole discretion believes that the Licensed Material breaches or may breach the Website T&Cs for any reason.

  • Upon termination of this Licence, You shall immediately cease to exercise all of the Licensed Rights, promptly delete and/or destroy any copies (whether electronic or physical, in whole or in part) of the Licensed Material (including to the extent it is contained in any Adapted Material) in Your possession and procure the deletion and/or destruction of any such copies of the Licensed Material (including to the extent it is contained in any Adapted Material) made available to those you Teach.

  • Upon termination of this Licence, any and all Limited Licences granted by You shall also terminate.

  • Sections 1, 5, 6, 7, and 8 shall survive termination of this Licence.

Section 7 - Other Terms and Conditions.

  • The Licensor shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed in writing.

  • Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this Licence.

  • In the case of any inconsistencies between the terms and conditions of this Licence and any additional terms and conditions contained or expressed within the Licensed Material itself from time to time, such additional terms and conditions shall prevail and shall apply to Your use of the Licensed Material.

Section 8 - Interpretation.

  • This Licence does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this Licence.

  • To the fullest extent permitted by applicable law, if any provision of this Licence is deemed unenforceable, it shall be automatically amended to the minimum extent necessary to make it enforceable and the remainder of the terms and conditions under this Licence shall remain in full force and effect. If the provision cannot be amended, it shall be severed from this Licence without affecting the enforceability of the remaining terms and conditions of this Licence.

  • No term or condition of this Licence shall be waived and no failure to comply consented to unless expressly agreed in writing by the Licensor.

  • Nothing in this Licence constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or You, including from the legal processes of any jurisdiction or authority.

  • You and the Licensor agree that any dispute or claim arising out of or in connection with this Licence and/or any Limited Licence shall be governed by and construed in accordance with the laws of England and Wales.

  • You and the Licensor agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence and/or any Limited Licence.