POPCORN TRAINING (PTY) LTD
Registration number: 2012/083548/07
1.1 Upon execution of a bona fide order for Popcorn Training content licenses, Popcorn Training hereby grants ‘Licensee’ a limited, non-exclusive, non-transferable per seat-based perpetual license with annual renewal to access the content and information available in the Popcorn Training courses, subject to the payment of the applicable fees and adherence to these Terms.
1.2 Ownership of all intellectual property rights, including all copyright, and all other intellectual property, software and goodwill relating to the courses licensed will remain vested in Popcorn Training. All course seats are sold for single person usage only.
1.3 The Licensee agrees not to copy, record, edit or alter or otherwise interfere with the courses provided by Popcorn Training.
1.4 The Licensee agrees not to (or attempt to) interfere with or disrupt the proper operation of Popcorn Training’s software or courses, including (but not limited to) not knowingly or negligently transmitting files that may interrupt, damage, destroy or limit the functionality of Popcorn Training’s online systems, including (without limitation) corrupted files or files that contain viruses, trojans, worms, spyware or other malicious content.
2.1 This agreement will commence on the effective date and will continue for one year thereafter or until terminated by either party in terms of the further provisions of this agreement.
2.2 The Licensee will be required to pay an annual renewal fee on or before the anniversary date of the effective date each year that the Licensed Products are used by the Licensee.
2.3 Either party may terminate this agreement earlier for any reason by giving at least 1 (one) month’s written notice (email) to the other party of its intention to do so.
- Licence Fees
3.1 As consideration for the licence granted to the Licensee by Popcorn Training in terms of this agreement, the Licensee shall pay the licence fees specified in Schedule A.
3.2 All licence fees exclude Value Added Tax (VAT).
3.3 Any invoices issued by Popcorn Training under this agreement shall be payable by the Licensee within 30 (thirty) days of the date of the invoice.
3.4 Pricing includes re-branding of episodes for Licensee (logo placeholders, incident response contact email) when used in onsite Learning Management Systems or Popcorn Training’s provided SecureToon platform.
3.5 Pricing includes provision of content in Licensee’s branded SCORM V.1.2 or SCORM 2004 3rd Edition compliant packages for import into Licensee’s Learning Management Systems.
- Customized Marketing Material
4.1 Should Licensee purchase customized Marketing Material the license fee includes:
4.1.1 One (1) digital file per episode.
4.1.2 Customisation based on licensee brand guidelines, inclusion of company logo and an incident email address.
4.1.3 Two iterations included in the price, thereafter changes will be charged at US $50 per hour.
4.1.4 Open Files supplied on request.
4.1.5 Pricing excludes printed material.
- Delivery, Updates and Maintenance
5.1 Upon payment of the applicable licence fees, Popcorn Training shall deliver to the Licensee access to the Licensed Products, together with a copy of all documentation necessary for the proper use of the Licensed Products.
5.2 Upon activation, Popcorn Training will co-operate with and assist the Licensee and its authorised administration users in carrying out such training as may be necessary to ensure that the Licensed Products can be used in accordance with the rights granted in terms of this agreement.
5.3 Popcorn Training will for the duration of this agreement provide the following updates and maintenance services in respect to the Licensed Products:
5.3.1 Access to new versions of licensed course material if and when updated;
5.3.2 Access to new versions of software, patches and bug fixes if and when updated;
6.1 Popcorn Training will for the duration of this agreement provide the following support services in respect to the Licensed Products:
6.1.1 Email and or telephonic support response within one business day of request logged (firstname.lastname@example.org) during the stipulated business hours of 9am to 5pm Monday to Friday South Africa UTC +2 hours;
6.1.2 Email and or telephonic support response within 4hours or priority 1 requests (system unavailable, urgent queries) during the stipulated business hours of 9am to 5pm Monday to Friday South Africa UTC +2 hours;
6.1.3 Support limited to Licensee authorised administration contacts, defined in the Statement of Work document.
6.1.4 Escalation Path
7.1 End-user support –
7.1.1 Typical end user support such as missing desktop drivers shall be performed by Licensee’s internal technical staff with help of Licensee’s authorized administration contacts
7.2 Rights to application modification or development changes are excluded. Popcorn Training welcomes new feature requests, which will be considered and implemented on a best effort basis.
7.3 Physical, in person onsite installation, integration and troubleshooting support.
7.4 Modification of videos other than customization outlined above or agreed.
7.5 Password resets for end-users. This requirement should be supported by the Active Directory (AD) or Learning Management System administrator/s within the client environment.
8.1 Popcorn Training warrants that:
8.1.1 it is free to grant the licence conferred by this agreement;
8.1.2 that it is the owner of the Licensed Products and the related intellectual property rights; and
8.1.3 neither the Licensed Products nor their use by the Licensee will infringe the intellectual property rights of any third party.
8.1.4 has taken all reasonable measures to ensure that no malicious software is introduced to Licensee’s computer environment;
8.1.5 the products will not infringe the rights of any third party (including any copyright or other Intellectual Property Right) and Popcorn Training hereby indemnifies the Licensee, and holds the Licensee harmless against all losses, damages, actions, proceedings, liabilities and/or claims of any nature whatsoever and howsoever arising which may be suffered or incurred by or made against us.
- Limitation of liability
9.1.1 Licensee’s users view Popcorn Training courses at his/her own risks.
9.1.2 Popcorn Training shall not be responsible to the Licensee, its affiliates, or any Authorised User, for any consequential loss, or incidental, indirect, or special damages, including lost profits, business interruption, or other incidental, economic or punitive damages, however arising, even if the other party has been advised of the possibility of such damage.
9.1.3 Popcorn Training disclaims all warranties, and shall have no liability for damages in excess of the amount received from Licensee, arising from or related to any support services for your use of the training material.
- Amendments and cancellation
This agreement may be amended at any time. Any amendments will be made in writing and signed by both parties. No contract cancelling this agreement shall be effective unless reduced to writing and signed by or on behalf of the parties.