| Terms and conditions BY CLICKING THE "BUY NOW" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF LEARNINGHUDDLE.COM's ONLINE SERVICE. Welcome As part of the Service, LearningHuddle.com will provide you with use of the Service provided through a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the LearningHuddle.com website incorporated by reference herein, including but not limited to LearningHuddle.com's privacy policy. For reference, a Definitions section is included at the end of this Agreement. The Service offered is the use of the LearningHuddle.com website services. 1. Privacy & Security & Disclosure LearningHuddle.com's privacy policy may be viewed at http://www.LearningHuddle.com. LearningHuddle.com reserves the right to modify its privacy policy from time to time. Users when they order the service will be asked whether or not they wish to receive a newsletter and other non-critical Service-related communications from LearningHuddle.com from time to time. They may opt out of receiving such communications at that time or at any subsequent time by sending and email to support@learninghuddle.com . Note that because the Service is a hosted, online application, LearningHuddle.com occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that LearningHuddle.com can disclose the fact that you are a paying customer.
2. License Grant & Restrictions LearningHuddle.com hereby grants you a
non-exclusive, non-transferable, worldwide right to use the Service,
solely for use by you,
subject to the terms and conditions of this Agreement. All rights not
expressly granted to you are reserved by LearningHuddle.com. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for you educational purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. 3. Your Responsibilities You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify LearningHuddle.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to LearningHuddle.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another LearningHuddle.com user or provide false identity information to gain access to or use the Service. 4. Account Information and Data LearningHuddle.com is registered with the UK information commissioner's office to retain certain personal information. This registration is made under Project Huddle Ltd who wholly owns the LearningHuddle.com web site. The registration number is Z1911054. LearningHuddle.com does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not LearningHuddle.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and LearningHuddle.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), LearningHuddle.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. LearningHuddle.com reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and LearningHuddle.com shall have no obligation to maintain or forward any Customer Data. 5. Intellectual Property Ownership LearningHuddle.com alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the LearningHuddle.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the LearningHuddle.com Technology or the Intellectual Property Rights owned by LearningHuddle.com. The LearningHuddle.com name, the LearningHuddle.com logo, and the product names associated with the Service are trademarks of LearningHuddle.com or third parties, and no right or license is granted to use them.
6. Charges and Payment of Fees You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. All licenses must be paid in full at the time of order. Licenses shall cover the use of the LearningHuddle.com service for one full calendar year only at which time a further renewal payment will be due. LearningHuddle.com reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
7. Excess Data Storage Fees The maximum disc storage space provided to you at no additional charge is 2MB per User license for leanringhuddle.com. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. LearningHuddle.com will use reasonable efforts to notify you when the storage used per license reaches approximately 90% of the maximum; however, any failure by LearningHuddle.com to so notify you shall not affect your responsibility for such additional storage charges. LearningHuddle.com reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. 8. Billing and Renewal LearningHuddle.com charges and collects in advance for use of the Service. LearningHuddle.com will automatically renew and bill you by issuing an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current User licenses fee in effect during the prior term, unless LearningHuddle.com has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis.
9. Non-Payment and Suspension In addition to any other rights granted to LearningHuddle.com herein, LearningHuddle.com reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or LearningHuddle.com initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.
10. Termination upon Expiration/Reduction in Number of Licenses Either party may terminate this Agreement, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), LearningHuddle.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that LearningHuddle.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
11. Termination for Cause Any breach of your payment obligations or unauthorized use of the LearningHuddle.com Technology or Service will be deemed a material breach of this Agreement. LearningHuddle.com, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, LearningHuddle.com may terminate a free account at any time in its sole discretion. You agree and acknowledge that LearningHuddle.com has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
12. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. LearningHuddle.com represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online LearningHuddle.com documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
13. Mutual Indemnification You shall indemnify and hold LearningHuddle.com and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that LearningHuddle.com (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release LearningHuddle.com of all liability and such settlement does not affect LearningHuddle.com's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
14. Disclaimer of Warranties LEARNINGHUDDLE.COM MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. LEARNINGHUDDLE.COM DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LEARNINGHUDDLE.COM.
15. Internet Delays LEARNINGHUDDLE.COM'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LEARNINGHUDDLE.COM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Local Laws and Export Control This site provides services and uses software
and technology that may be subject to United States export controls
administered by the U.S. Department of Commerce, the United States
Department of Treasury Office of Foreign Assets Control, and other U.S.
agencies and the export control regulations of Switzerland and the
European Union. The user of this site ("User") acknowledges and agrees
that the site shall not be used, and none of the underlying information,
software, or technology may be transferred or otherwise exported or
re-exported to countries as to which the United States, Switzerland
and/or the European Union maintains an embargo (collectively, "Embargoed
Countries"), or to or by a national or resident thereof, or any person
or entity on the U.S. Department of Treasury's List of Specially
Designated Nationals or the U.S. Department of Commerce's Table of
Denial Orders (collectively, "Designated Nationals"). The lists of
Embargoed Countries and Designated Nationals are subject to change
without notice. By using the Service, you represent and warrant that you
are not located in, under the control of, or a national or resident of
an Embargoed Country or Designated National. You agree to comply
strictly with all U.S., Swiss and European Union export laws and assume
sole responsibility for obtaining licenses to export or re-export as may
be required. 18. Notice LearningHuddle.com may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in LearningHuddle.com's account information, or by written communication sent by first class mail or pre-paid post to your address on record in LearningHuddle.com's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to LearningHuddle.com (such notice shall be deemed given when received by LearningHuddle.com) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to LearningHuddle.com at the following addresses (whichever is appropriate): addressed to its Registered Office at 109 Douglas Street, Glasgow G2 4HB. 21. Modification to Terms LearningHuddle.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
22. Assignment; Change in Control This Agreement may not be assigned by you without the prior written approval of LearningHuddle.com but may be assigned without your consent by LearningHuddle.com to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of LearningHuddle.com directly or indirectly owning or controlling 50% or more of you shall entitle LearningHuddle.com to terminate this Agreement for cause immediately upon written notice.
23. General This Agreement shall be construed by and governed in all respects in accordance with the Law of Scotland and the parties hereby prorogates the non-exclusive jurisdiction of the Court of Session and the Sheriff Court of Glasgow and Strathkelvin at Glasgow as regards any claims or matters arising hereunder.
24. Definitions As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the LearningHuddle.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by LearningHuddle.com from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted or the date you begin using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "LearningHuddle.com" means collectively Project Huddle Ltd , a Company incorporated in Scotland (Company Number SC346323) and having its Registered Office at 109 Douglas Street, Glasgow G2 4HB; "LearningHuddle.com Technology" means all of LearningHuddle.com's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by LearningHuddle.com in providing the Service; "Service(s)" means the specific edition of LearningHuddle.com's online school topic services identified during the ordering process, developed, operated, and maintained by LearningHuddle.com, accessible via http://www.LearningHuddle.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by LearningHuddle.com, to which you are being granted access under this Agreement, including the LearningHuddle.com Technology and the Content; "User(s)" means school employees, pupils, representatives, contractors, parents or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by LearningHuddle.com at your request). |