shall mean use of the Materials or MindReel for monetary reward by means of sale, re-sale, loan, transfer, hire or any other form of exploitation of the Materials or MindReel;
shall have the meaning given in the Copyright, Designs and Patents Act 1988;
“Criteria for Registration”
means the conditions for registration as defined by IRISS;
shall have the meaning given in the Copyright, Designs and Patents Act 1988;
shall mean the purposes of education, teaching, distance learning, private study, presentations at academic conferences and/or research. For the avoidance of doubt this does not include storage in any database, website, intranet or virtual learning environment;
“Intellectual Property Rights”
means patents, rights to inventions, Copyright and related rights, moral rights, trade marks and service marks, trade names, domain names, rights to goodwill, rights in designs, rights in computer software (including source code and object code), Database Rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and similar or equivalent rights which subsist or will subsist now or in the future in any part of the world;
shall mean Institute for Research and Innovation in Social Services, a company incorporated in Scotland under the Companies Act (Company No. SC313740) and having its registered office at 51 Wilson Street, Glasgow G1 1UZ;
shall mean any and all materials, including Video Films and Supporting Materials, in or available via MindReel;
shall mean the database of video films, associated metadata and Supporting Materials such being accessible via the Internet (https://mindreel.org.uk);
means a person who fulfils the Criteria for Registration and agrees to abide by the terms of this Agreement; and
means other materials, including but not exclusively, fact sheets and guidance notes in or available via MindReel.
1.2 In this Licence, references to the singular shall include references to the plural and vice versa. Headings in this Licence are for reference only and shall not affect interpretation. References to a “Clause” shall mean clauses of this Licence. A reference to any statute shall include a reference to any secondary legislation made under the same and that statute as amended or re-enacted from time to time.
2. User Registration and Provision of MindReel
2.1 To qualify as a Registered User you must have a professional or educational interest in mental health and provide an email address and any other information as determined from time to time by IRISS.
2.2 Registration is at the sole discretion of IRISS.
2.3 IRISS will use its reasonable endeavours to provide MindReel in accordance with the terms and conditions of this Licence.
2.4 All the Materials are subject to availability and may be amended or replaced without notice at any time.
2.5 IRISS cannot guarantee that MindReel will never be faulty or that it will be available at all times but IRISS will use reasonable endeavours to resolve any problems associated with MindReel as soon as it reasonably can. If a fault occurs when using MindReel you should report the fault to IRISS by email. IRISS may need to suspend the whole or any part of MindReel from time to time.
2.6 IRISS reserves the right to change the content, presentation, user facilities, or availability of parts of MindReel and to make changes to any software used to deliver MindReel.
3. Restrictions of Use
3.1 IRISS hereby grants you a non-transferable, non-exclusive, royalty-free, world-wide licence permitting the following uses of MindReel for Educational Purposes only:
3.1.1 to access MindReel in order to search, retrieve, display and, where permitted by the rights owner, download the Materials;
3.1.2 to electronically save the whole or any part or parts of the Materials;
3.1.3 to publicly perform any part or parts of the Materials as part of a presentation at a seminar, conference, or workshop, or other such similar educational activity.
3.2 Notwithstanding the uses of the Materials permitted in Clause 3.1 above, you must also comply with any individual licence conditions including any restrictions of use displayed on the Materials. In the event of any conflict between the uses of the Materials permitted in Clause 3.1 above and any individual licence conditions displayed on any Materials, the individual licence conditions displayed on such Materials shall take precedence.
3.3 You shall ensure that acknowledgements of the title, the publication date, the owner of the Copyright and any Copyright notices on any of the Materials shall not be removed, obscured or modified.
3.4 Your use of the Materials must be for Educational Purposes only and you shall not use the Materials for any Commercial Use or re-distribute the Materials to a third party.
3.5 For the avoidance of doubt, you are not entitled to grant any sub-licences to use the Materials to any third party.
3.6 For the avoidance of doubt, you are not entitled to make multiple copies or distribute the distribute the Materials in any medium.
3.7 You shall not be entitled to make systematic extractions from MindReel or group together the Materials in any way which replicates MindReel or do anything else which may infringe the Database Rights in MindReel.
4.1 All warranties, whether express or implied, relating to the Materials and MindReel are hereby expressly excluded by IRISS to the fullest extent permitted by law.
4.2 While IRISS shall use all reasonable endeavours to ensure that viruses are not unwittingly created, introduced or transmitted via MindReel and/or the Materials, IRISS shall hold no liability for any viruses transmitted to you via MindReel and/or the Materials.
5. Intellectual Property Rights
5.1 You acknowledge that any and all Copyright and Intellectual Property Rights in and to the Materials shall belong to IRISS and/or its licensors.
5.2 Any and all Database Rights in and relating to the Materials in and relating to MindReel itself shall be the exclusive property of IRISS.
5.3 Subject to Clause 3.1 and Clause 3.2 you must not, nor attempt to, re-sell, make available on a local or wide area network, link to or frame, make mass, automated or systematic extractions from, include within an archival or searchable database, access remotely or distribute externally MindReel or the Materials (in whole or in part) and any Materials which you download from MindReel must be held securely within your possession and free from any third party access.
5.4 You are required to contact IRISS immediately if anyone makes or threatens to make a claim against you relating to your use of the Materials and/or MindReel and you will comply with any reasonable requests from IRISS in relation to such claim.
6. Force Majeure
6.1 IRISS shall not be in breach of this Licence, nor liable for any failure or delay in performance of its obligations under this Licence arising from, or attributable to, acts, events, omissions or circumstances beyond its control, including but not limited to, acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion or civil authority including acts of local government and parliamentary authority; breakdown of equipment; telecommunication failures; war; terrorism; extreme adverse weather conditions; and labour disputes of whatever nature and for whatever cause arising including, without prejudice to the generality of the foregoing, work to rule, overtime, strikes and lockouts ("Force Majeure").
6.2 If IRISS is prevented or delayed in the performance of any of its obligations under this Licence by Force Majeure, IRISS shall have no liability in respect of the performance of its obligation as prevented by the Force Majeure event and during the continuation of such event, and for such time after they cease as is necessary for the Institute, using all reasonable endeavours, to regain its effective operations in order for it to perform its obligations.
IRISS shall be entitled to assign any of its rights or obligations under this Licence. You shall not be entitled to assign any of your rights or obligations under this Licence without the prior written consent of IRISS.
8.1 While IRISS shall use all reasonable care and diligence in making MindReel and the Materials available, IRISS provides no warranty regarding the accuracy of MindReel and the Materials, the availability of MindReel and the Materials, the technical capabilities of their MindReel, the relevance of MindReel and the Materials, or their fitness for any particular purpose and shall have no liability in respect of the same.
8.2 IRISS shall not be responsible or liable for the use made by you of any of the Materials on MindReel, including but not limited to errors or omissions contained therein and including any use relating to issues of defamation, privacy, trade mark rights, moral rights or the disclosure of confidential information.
9.1 In addition to any other rights and remedies that IRISS may have, IRISS can terminate this Licence immediately without notice if you breach (or IRISS reasonably suspects that you have breached) any provision of this Licence.
9.2 If IRISS delays on acting upon a breach of this Licence by you, such delay will not be regarded as a waiver of the breach.
10.1 You agree to indemnify and keep indemnified IRISS, its employees and agents against any costs, claims, damages, demands, losses or expenses arising from any negligent act or omission or any breach of the Licence by you which are brought or threatened against IRISS by any third party, including the Institute.
10.2 IRISS does not limit or exclude its liability for death or personal injury caused by its negligence or any other liability, the limitation or exclusion of which is prohibited by law.
10.3 Notwithstanding anything else contained in this Licence, IRISS shall not, in any circumstances, be liable for any pecuniary loss or loss of profits, loss of business, loss of use or loss of data or any special, indirect or consequential loss or damage whatsoever or howsoever caused.
11.1 In the event that any part of this Licence is held to be invalid or unenforceable by a court of competent jurisdiction then this shall not affect the remainder of the Licence which shall remain in full force and effect.
11.2 Neither party hereto is agent of the other and shall not have authority to bind the other party. This Licence is not evidence of a joint venture or partnership between the parties.
11.3 Clauses 5, 8 and 10 shall extend post-termination of this Licence for any reason.
11.4 This Licence may be modified at any time by IRISS, such modifications becoming effective immediately upon posting of the modified Licence on MindReel. By continuing to use MindReel following any such modification to the terms and conditions of this Licence, you will be deemed to accept such modification to the Licence.
11.5 Notice given under this Licence may be given:
11.5.1 by IRISS to you by displaying such notice on MindReel; or
11.5.2 by you to IRISS by emailing email@example.com.
11.6 This Licence shall be governed by Scots law and the parties hereby submit to the exclusive jurisdiction of the Scottish courts in the event of dispute.