Definitions
Licensor: Finsimco Ltd, registration number: 12300845 and address: 24 Frans Hals Court, 87 Amsterdam Road, London, E14 3UX, UK;
Licensee: the organization which is the licensee of the Licensed Products as specified in the License Agreement;
License Agreement: the agreement regarding the Licensed Products as entered by the Licensor and Licensee.
Licensed Products
The Licensed Products provided to the licensee include the selected Simulation Software, which comprises:
- Admin Panel: This panel provides instructions for participant registration and guidance on running the simulation. It includes resources for facilitators to effectively coach participants and features live monitoring tools for coaching and grading purposes;
- User Interface: This interface provides participants with all necessary tools to engage with the simulation effectively, including an introductory video, briefing documents, analysis guidance, gameplay instructions, and debrief feedback information, ensuring a comprehensive and informative user experience.
The Licensor aims to innovate and improve the Licensed Products continuously. The Licensee shall be provided with the most recently released version at all times. The Licensor releases updates after tests have been conducted and any defects have been remedied.
Granting of License
License Grant: The Licensor grants the Licensee a non-transferable license to use the Licensed Products.
Intellectual Property Rights: The Licensee acknowledges that all Intellectual Property Rights of the Licensed Products remain solely with the Licensor. No industrial or intellectual property rights are transferred, either wholly or partially, to the Licensee.
Usage Restrictions:
- The License is personal to the Licensee and cannot be shared;
- The Licensed Products are granted for use solely by the students and professionals specified in the license agreement;
- The Licensee is prohibited from conducting courses using the Licensed Products with any group not specified in the license agreement;
- Access to the Licensed Products is restricted to the groups mentioned in the license agreement;
- The Licensee may not modify, adapt, change, or extend the Licensed Products without the Licensor's express consent.
End User
The Licensed Products are intended for individual use connected to the Licensee. The Licensee shall procure that each participant license is used by one individual participant only. The Licensee shall procure that the participant licenses are not transferred. The Licensee undertakes to inform the Licensor if a participant license is used by more than one participant or others.
The Licensor reserves the right to revoke the access to the simulations of a participant license in the case of presumed misuse of the Licensed Product.
In the case of misuse of the Licensed Product by a participant, the Licensor may hold the Licensee liable in the case of damages to the Licensor.
Liability
The Licensor will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by the Licensee as a result of using the Licensed Product, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that general acceptable limitation of liability laws apply.
Duration and termination
The Licensee has access to the Licensed Products for the term agreed between in the License Agreement.
The Licensee agrees that it is the Licenser's sole discretion to suspend or terminate the Licensee's access to all or part the Services with or without notice and for any reason, including, without limitation, breach of the License Agreement or the T&Cs. Upon suspension or termination, the Licensee's right to use the Licensor's services will immediately cease, and the Licensor reserve the right to remove or delete any information, including any account or login information.
Transfer of rights
Neither party transfers to the other any Intellectual Property.
The Licensee agrees not to:
- copy, duplicate, reproduce, sell, trade, or resell the Licensor's simulation content;
- reverse engineer any simulation features into other systems;
- use the simulation case studies outside the License Agreement;
- share any information related to the simulation with any third party.
The Licensee is responsible for any consequences, losses, or damages that the Licensor may directly or indirectly incur or suffer due to any unauthorized activities conducted by the Licensee, as explained above, and may incur criminal or civil liability.
Confidentiality
For the Licensee, Confidential Information includes:
- Any participant-related information, such as personal details, engagement metrics, feedback, performance data.
- Details about the Licensee’s programs and courses.
- Information on the Licensee's management and internal processes.
- Information concerning identifiable individuals, third-party suppliers, or contractors.
- This Agreement and related pricing information.
- Other information received from the Licensee that is marked as confidential.
For the Licensor, Confidential Information includes:
- Intellectual Property related to the Licensed Products.
- Content and dynamics of the simulation.
- Gamification elements such as assignments, managed departments, and services provided.
- The License Agreement and related pricing information.
- Other information received from the Licensor that is marked as confidential.
Confidential Information does not include data that:
- Is already lawfully in the public domain.
- Was known to the receiving party prior to disclosure by the disclosing party, without a confidentiality obligation.
- Is independently developed by the receiving party without using or referring to the disclosing party's Confidential Information.
- Is lawfully obtained from a third party who has the right to disclose it and who is not under a confidentiality obligation to the disclosing party.
Protection of Confidential Information:
- Both parties commit to preventing third-party access to the other party’s Confidential Information, except where disclosure is required by law or a competent regulatory or judicial authority.
- The Licensee agrees to maintain strict confidentiality regarding all information learned about the Licensor’s operations, activities, and the organization through the execution of the License Agreement, including all know-how important to the Licensed Products. This obligation continues indefinitely concerning the use and disclosure of any information marked as confidential by the Licensor.
- The Licensee must ensure that all persons working for them, whether employed directly or not, adhere to these confidentiality obligations.
- Similarly, the Licensor will ensure that all persons working for them, whether employed directly or not, adhere to these confidentiality obligations.
Miscellaneous
- Amendments to Terms: The Licensor reserves the right to modify these Terms as necessary. The most current version of these Terms will govern the License Agreement.
- Notification of Changes: If significant changes are made to these Terms, the Licensor will provide at least one month's notice before the changes take effect, or as soon as reasonably possible.
- Termination Rights: In the event of significant changes to these Terms, the Licensee has the right to terminate the License Agreement effective from the date of the change.
