Read this licence agreement ("Agreement") carefully before using the training materials ("Licensed Materials") made available by Transition Associates Limited ("TA"). By installing and utilizing the Licensed Materials, you hereby accept all the terms and conditions of this Agreement. The Licensed Materials are the proprietary product of TA.

Subject to the terms and conditions in this Agreement TA grants to you a non-exclusive, non-transferable, perpetual limited licence to use the Licensed Materials. TA represents that it possesses all rights and interests in the Licenced Materials necessary to enter into this Agreement.

Use of the Licensed Materials

You may only utilise the Licensed Material for your own personal, non-commercial use, and as described in the terms of use. You are prohibited from any further use of the Licensed Material, including, without limitation, modifying, reproducing, selling, assigning, sublicensing or distributing the Licensed Material.

Proprietary Rights

The Licensed Material is the property of Transition Associates Limited, Westerham, Kent, United Kingdom Copyright © 2002, 2003, 2004. All rights reserved. Except as stated above, this Agreement does not grant you any intellectual property rights in the Licensed Material.

No Warranty

The licensed material is provided to you "as is" without warranty of any kind. TA expressly disclaims all warranties, either express or implied, including, but not limited to, infringement of third party rights, performance, merchantability or fitness for a particular purpose. In no event will TA and its affiliates be liable to you for any direct, consequential, incidental or special damages, even if advised of the possibility of such damages, or for any claim by any third party. Some territories do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Governing Law and General Provisions

This Agreement shall be governed by the laws of England. TA retains all rights not expressly granted in this Agreement. Nothing in this Agreement constitutes a waiver of the rights of TA under U.K. Copyright Law or any other law or international treaty. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable, the remaining provisions of this Agreement shall be unimpaired and the unenforceable provision shall be reformed without further action by the parties and only to the extent necessary to make such provision valid and enforceable and to achieve the like economic intent and effect of such provision. You agree that the Licensed Material will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, written or oral, regarding such subject matter. This Agreement may only be modified in writing signed by an authorized officer of TA.

On the written request of TA, not more frequently than annually, Customer shall furnish TA with a signed certification (i) verifying that the Licensed Products are being used pursuant to the provisions of this Agreement, including the limitations on Licensed Users; and (ii) listing the location of the Licensed Users. TA, may, not more frequently than annually and at its own expense, audit Customer's use of the Licensed Products. Any such audit shall be conducted during regular business hours at Customer's facilities and shall not unreasonably interfere with Customer's business activities. If a certificate or an audit reveals that Customer has underpaid fees to TA, Customer shall be invoiced for such underpaid fees at TA's then-current list prices for the actual number of users. If the underpaid fees exceed five percent (5%) of the Licence Fees paid, then Customer also shall pay TA reasonable costs of conducting the audit.

TA is the contractor of the Licensed Materials. If you have any questions concerning this agreement, write to Transition Associates Limited, 7 Grove Road, Tatsfield, Westerham, Kent, TN16 2BA. United Kingdom.

Terms of Use

The licensed material may be accessed from any compatible environment, learning management system, intranet server or local workstation.

The licensed material may not be published for public access over the worldwide web or used for resale or rental, its use is restricted to employees and contractors of the licensee.

The licensed material is for personal use by each named user up to the maximum number of licensed users.

The licensee is responsible for tracking and reporting named usage. Unlicensed use beyond the number of currently licensed users must be reported by the licensee and is immediately due for payment, certified use of the licensed material must be reported annually.

This licence applies to this specific licensed material only, as described by the product number stated on the invoice and provides no rights over subsequent releases which shall be made available at the sole discretion and under terms and conditions set by TA.

Copyright Notice

The following copyright statement must appear in conjunction with the Licensed Content:

Copyright © 2004 Transition Associates Limited. All rights reserved. Reproduction in whole or in part in any form or medium without express written permission of Transition Associates Limited is prohibited.