Green Rain Studios LLP will perform the services described in the Proposal (the “Services”) in a professional manner, consistent with industry standards. Green Rain Studios LLP will endeavor to perform the Services in a timely fashion, subject to the schedule set forth in the Proposal. However, Green Rain Studios LLP cannot be responsible for delays caused by you or other matters outside of Green Rain Studios LLP’s control. Timely and consolidated feedback from you’s team will be critical to maintaining the schedule and successful outcome
2. THIRD-PARTY MATERIAL
You acknowledge that material owned by third parties may be incorporated into the Work Product (“Third Party Material”). Such material is provided subject to the terms of the license or other applicable grant of rights applicable to such material, and is not owned by Green Rain Studios LLP or you. All rights of you to use the Third Party Material and warranties thereof, if any, shall be governed by the terms and conditions of the licenses or other grant of rights applicable thereto. Green Rain Studios LLP will not intentionally violate any third-party’s existing intellectual property rights.
3. INTELLECTUAL PROPERTY
3.1. All Intellectual Property Rights in the Course Materials, Online Courses and the speeches made by trainers at the Taught Courses are, and remain, the intellectual property of Green Rain Studios LLP. or its licensors, whether adapted, written for or customised for you or not.
3.2. you are not authorised to:-
(i) copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or publicly distribute any of the Course Materials without prior written permission;
(ii) publicly share any recorded video or audio of the Online Course without prior written permission;
(iii) use the Course Materials in the provision of any other course or training whether given by us or any third party trainer;
(iv) remove any copyright or other notice of Green Rain Studios LLP. on the Course Materials;
Breach by you of this clause 3.2 shall allow us to immediately terminate these terms and conditions with you and cease to provide you with any Services, including but not limited to access to the Online Courses.
4. DOCUMENT STORAGE
you understand and agree that, after completion of the Services, Green Rain Studios LLP is not responsible for storage of any Work Product, Elements incorporated into any deliverables, you Content or Third Party Material, or any portion thereof.
5. LIMITED WARRANTY
Green Rain Studios LLP hereby represents and warrants that it will perform its services in accordance with the Proposal and in a manner consistent with industry standards. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, AND Green Rain Studios LLP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS EXCEPT AS IS EXPLICITLY STATED IN THIS AGREEMENT AND PROPOSAL, OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE.
6. LIMITATION OF LIABILITY
Except in cases of intellectual property rights infringement, in no event will Green Rain Studios LLP be liable for any indirect, incidental, special, consequential, or punitive damages; or damages for loss of profits, revenue, business, savings, data, use, or cost of substitute procurement, incurred by you or any third party, whether in an action in contract or tort, even if Green Rain Studios LLP has been advised of the possibility of such damages or if such damages are foreseeable. Green Rain Studios LLP’s liability for damages hereunder will in no event exceed the total amount paid by you to Green Rain Studios LLP with respect to the specific Proposal at issue. you acknowledge that the limitations of liability in this section and the allocation of risk herein are an essential element of the bargain between the parties, without which Green Rain Studios LLP would not have entered into this Agreement.
Although Green Rain Studios LLP. aims to provide the Services to the highest standards of the industry, neither it, nor its trainers accept any liability for (i) any inaccuracy or misleading information provided in the programmes or Course Materials and any reliance by you on any such information, (ii) any loss or corruption of data, (iii) any loss of profit, revenue or goodwill, or (iv) any indirect, special or consequential loss arising from any breach of the terms of this Agreement.
Except to the extent that they are expressly set out in these terms and conditions, no conditions, warranties or other terms shall apply to the Services. Subject to clause 6.5 no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
Green Rain Studios LLP.’s total liability arising from or in connection with these terms and conditions and in relation to anything which we may have done or not done in connection with these terms and conditions and the delivery of the Service (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the payment received by us in connection with the relevant Online Course in relation to which a dispute has arisen.
No claim may be brought more than 15 days after the last date on which the Services concerned have finished or ceased to be provided by us.
We may assign, transfer, sub-contract any of our rights or obligations to any third party at our discretion.
8. HOLD HARMLESS
Each party agrees to indemnify, defend and hold the other party and any of its employees, officers, agents, or independent contractors harmless from and against any and all claims, demands, liens, obligations, suits and judgments resulting from its breach of these Terms & Conditions, negligence or other unlawful act or omission.
9. GENERAL TERMS & CONDITIONS
Any dispute arising out of or relating to this Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said rules. The language of arbitration will be English. The place of the arbitration shall be at an agreed upon location. This agreement shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly included. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. This Agreement and Proposal constitute the entire agreement of the parties, and supersede any and all prior or contemporaneous agreements and representations. This Agreement may only be amended by a writing signed by both parties; however the Proposal may be changed or amended in a writing or communication between the parties that is not signed. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be delivered electronically, either by scanning the same and transmitting electronically or by telecopy sent by facsimile. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. The prevailing party in any action to enforce or interpret this Agreement shall be entitled to its reasonable attorneys’ fees and costs.
I agree that my data will be stored permanently for the purpose of processing the contract and for queries. Note: You can revoke your consent at any time for the future by sending an e-mail to › firstname.lastname@example.org
11. Audio and Video Recording Consent
I hereby consent to Green Rain Studio LLP’s recording of my name, image, and voice during participation in these online training sessions through Zoom/Meet, as well as any personally identifiable information my child may share during instructional activities; and agree to the subsequent release of such recording(s) to other students who were unable to attend the live Zoom/Meet session. I am the parent or legal guardian of the student named below, and hereby fully release and discharge Green Rain Studios LLP and its officers, employees, and agents from any and all debts or liabilities arising out of or in connection with the above-described uses of my child’s name, image or voice, or personally identifiable information shared by my child during instructional activities.