THESE TERMS, INCLUDING THIS INTRODUCTORY SECTION, CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. BY USING THE COMPANY PRODUCTS, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE - AND ARE NOT AUTHORIZED TO USE - ALL OR ANY PORTION OF THE COMPANY PRODUCTS.
For the purposes of this agreement, "you" means anyone who pays for access to the Company Products whether that be a student, Instructor (as defined below), or other User (as defined below) who accesses or uses the Company Products. If you are a parent, guardian, or other person who enables a child to access the Company Products, you agree to that you are responsible in case of damages or indemnification that could properly be brought against a child, if not for his or her age. This Site is intended for use by you only if you are 16 years of age or older.
If you are using or opening an account to use the Company Products on behalf of a company, entity or organization (each a "Subscribing Entity"), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms, and (ii) agree to be bound by these Terms on behalf of such Subscribing Entity.
- The Company Products connect students, parents, schools and Subscribing Entities (collectively, "Users") with independent instructors (the "Instructors") who provide live and recorded instruction, tutoring, and learning services in our proprietary online classrooms (the "Courses"). The Services include, without limitation, facilitating and hosting Courses, and taking feedback from Users.
- You understand and agree that these Terms are entered into in consideration of your use of the Company Products and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
- Changes to these Terms. The Company reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Site. Any revisions to the Terms are effective upon posting.
- Evolving Nature of Services. The Company Products are new and subject to change at any time. We are continually looking to improve the Company Products but if you are at any time dissatisfied with the Company Products, then your sole remedy is to discontinue use of the Company Products. However, we do want to hear from our Users so do not hesitate to send us an e-mail at email@example.com to let us know what you think.
- Electronic Notices. By using the Company Products or communicating with us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Company Products.
4. Instructor Fees and Taxes
Joining the Site, browsing for Courses, and publishing content to the Site is free. The Company may change its fee policies at any time in its sole discretion, including charging for access to the Site, but no fee change will be binding upon you until you agree to such fee changes.
Unless otherwise stated, all fees are quoted in UK Pounds. You are responsible for paying all fees and applicable taxes associated with the Site in a timely manner with a valid payment method that is accepted by the Company in its sole discretion. If your payment method fails or your account is overdue, then we may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block your access to any Company Products pending resolution of any amounts due by you to the Company.
5. Connectivity Costs and Equipment
You are solely responsible for all service, telephony and/or other fees and costs associated with your access to and use of the Company Products, including, but not limited to, any data charges imposed by a wireless carrier or Internet service provider, and for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.
6. General Disclaimer
The Site is only a marketplace of Instructors and Users. We cannot be held responsible or liable for any interactions between the Instructors and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Instructors or Users, including, but not limited to, any User's reliance upon any information provided by an Instructor.
We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Site you may be exposed to Submitted Content that is offensive, indecent, or objectionable. You hereby agree to hold Company harmless from and against any and all claims that you may have arising out of your access or use of any Submitted Content.
The Company Products are controlled and operated by Company from its offices in the UK. The Company makes no representation that materials made available through Company Products are appropriate or available for use in other locations. Those who choose to access or use the Company Products from other locations, including from outside the UK, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to or use of the Company Products from countries where the contents or practices of the Company Products are illegal, unauthorized or penalised is prohibited.
You may only access the Company Products for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Company Products. You agree not to use the Company Products or the Company Content (as defined below) to recruit, solicit, or contact in any form Instructors or potential users for employment or contracting for a business not affiliated with us without our advance written permission, which may be withheld in our sole discretion. You assume any and all risks from any meetings or contact between you and any Instructors or other Users of Company Products. You should be careful before meeting any Instructor or other User in person and should only do so in public.
8. Specific Obligations of Instructors
If you are an Instructor registering for use of the Site, then you hereby agree that:
- You have read and agree to abide by the pricing information (see the Pricing section below) before using the Company Products;
- You are fully responsible for all of the content you provide in, through, or arising out of your use of the Company Products, and for the accuracy of same. In connection with the content you provide, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize Company, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, and otherwise use such content on and through Company Products in the manner contemplated by these Terms, and to promote the availability of your content on and through the Site and the Software in any and all media, whether now known or hereafter created;
- You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services you mention, and that the credentials you post on and through the Site are accurate, truthful, complete, and not misleading;
- You will not post any inappropriate, offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libellous content;
- You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through Company Products or to Users;
- You will not use Company Products for any business other than for providing tutoring, teaching and instructional services to Users of the Site;
- You will not engage in any activity that will require Company to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
- You will not copy, modify or distribute Company Content from our Site, including trademarks and copyrights;
- You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;
- You will keep Your Data (as defined below) up-to-date, and respond to Users seeking your services in a timely fashion, so as to ensure quality of service provided to students, parents and other Users of the Site;
- If you are under the age of 18, but are qualified to be an Instructor, you will obtain parental or legal guardian permission as and when needed, and before registering with the Site.
9. Specific Obligations of Users using the Site
As a User in search of or engaging Instructors, you agree that:
- You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Site or registering for a Course;
- If you are under the age of 18, you have obtained parental or legal guardian consent before using the Site, contacting an Instructor, or registering for a Course.
You also agree that you will not do any of the following on or through the Company Products:
- upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);
- post any inappropriate, offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libellous content;
- manipulate or interfere with the Company Products;
- reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any Submitted Content or other content obtained from any Company Products without our express written permission or the permission of the Instructor who authored such Submitted Content, excluding only reproductions made for your personal, non-commercial use or for a reproduction and distribution back to an Instructor as part of a Course;
- disclose any information to an Instructor that could be considered personally identifiable information including, but not limited to, your full name, address, telephone number, email address, Social Security number, password or any other information that could be used to identify or locate you; and
- solicit personal information from any Instructor, and agree that if any Instructor ever discloses such information to you or asks you for any personal information, you agree to report this immediately to us in writing to firstname.lastname@example.org.
10. Registration and Identity Protection
To use certain Company Products, you will need to register and obtain an account, username and password. When you register, the information you provide to us during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of your account, username, and password (collectively, the "Account") and for all activities and liabilities associated with or occurring under your Account. You must notify us (a) immediately of any unauthorized use of your Account and any other breach of security, and (b) ensure that you exit from your Account at the end of each Course. We cannot and will not be responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your Account, either with or without your knowledge, prior to your notifying us of unauthorized access to your Account. However, you agree that you will be liable for any losses incurred by us or another party due to any use of your Account, excluding only uses following your notification to us of unauthorized access to your Account.
All Instructors are subject to our approval, which we may grant or deny in our sole discretion. If you wish to become an Instructor and offer Courses through the Company Products, please visit http://www.mylearningworx.com/kb/make-a-course.aspx for more information.
You may not transfer your Account to any other person and you may not use anyone else's Account at any time without the permission of the account holder. In cases where you have authorized or registered another individual, including a minor, to use your Account, you are fully responsible for (i) the online conduct of such User; (ii) controlling the User's access to and use of the Services; and (iii) the consequences of any misuse.
11. Accuracy of Account Information
In consideration of your use of Company Products, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by Company's registration form (such information being "Your Data"), (b) maintain and promptly update Your Data to keep it true, accurate, current and complete; and (c) comply with these Terms. If you provide any information that is untrue, inaccurate, not current, incomplete or misleading, or if we believe that such information is untrue, inaccurate, not current incomplete or misleading, then we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Company Products, without any liability to you.
12. User and Instructor Submitted Content
Any materials, information, communications or ideas that you upload, communicate or otherwise post to us on or through Company Products (the "Submitted Content") will be treated as non-confidential and subject to the license below. It may be reproduced, distributed, publicly performed, publicly distributed, communicated to the public, and otherwise used and exploited by us for any purpose related to the delivery, marketing, promoting, demonstrating or operating the Company Products, including, but not limited to, for quality control, redistribution or display to Users, and professional development. Notwithstanding the foregoing, you have the right to remove all or any portion of your Submitted Content from the Services at any time, with such removal terminating the grant of rights to mylearningworx in Section 13(a) below with respect to such Submitted Content within 60 business days of such removal (the "Submitted Content Effective Termination Date"). Note that such removal shall not terminate the grant of rights given to any Users who paid any required fees to access or use any removed Submitted Content prior to the Submitted Content Effective Termination Date. For the avoidance of doubt, removal of some, but not all, Submitted Content shall serve as a termination with respect only to such removed Submitted Content but not any other Submitted Content.
You agree that we may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Company Products. We reserve the right to review the Courses for any purpose.
13. Licensing Submitted Content
- License of Submitted Content to mylearningworx. While you retain any and all rights in any Submitted Content you make available through the Company Products, we need certain rights to the Submitted Content in order to offer the Services. By uploading or otherwise making available any Submitted Content, you hereby grant to mylearningworx, solely for the purposes of offering, delivering, marketing, promoting, demonstrating, and selling your Submitted Content (either directly or through third party distributors), and to operate the Services, but not for any other purposes, a non-exclusive, world-wide, transferable license to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, communicate to the public, reproduce, edit, modify, create derivative works, and otherwise use and exploit your Submitted Content (or any portion or derivative works thereof) through any and all distribution outlets or channels, whether now known or hereafter created. This license enables us to provide the Services and provide access to the Submitted Content and is not intended to otherwise limit your rights to the Content. You hereby retain any and all rights that you have in and to your Submitted Content; provided, however, that you may not directly license a User who acquires or accesses your Submitted Content through the Services.
- Right to Sublicense Submitted Content to Users. The license grant to Mylearningworx set forth in Section 13(a) above includes the right to grant Users who pay any fees required to access or use your Submitted Content (either directly or through third party distributors) a perpetual, irrevocable sublicense to reproduce your Submitted Content on personal devices (e.g., computer hard drives and mobile devices) and to use and exploit your Submitted Content solely for personal uses as set forth in these Terms.
- Right to Sublicense Submitted Content to Third Party Distributors.The license grant to Mylearningworx set forth in Section 13(a) above includes the right to distribute your Submitted Content through multiple tiers of sub-licensees and for such sub-licensees to have all rights necessary for them to offer, deliver, market, promote, demonstrate, and sell your Submitted Content to Users, but does not include the right to edit your Submitted Content.
- License to Users. Mylearningworx hereby grants you (as a User) a limited, perpetual, irrevocable, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which you have paid all required fees, on your personal devices (e.g., personal computers and mobile devices), solely for your personal, non-commercial, educational purposes and not for any other purposes. All other uses are expressly prohibited absent our express written consent. For the avoidance of doubt, you may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless we give you explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to you. Instructors may not grant you license rights to Submitted Content you access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.
- Waiver of Personality Rights. You hereby waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the use of the Submitted Content, or any portion thereof, solely as authorized in these Terms but not for any other purpose, or of your name, personality, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling your Submitted Content, or any advertising or publicity relating thereto.
- Submitted Content Representations and Warranties. You hereby represent and warrant that you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Company with respect to your Submitted Content and that Company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of your Submitted Content as authorized in these Terms or have any liability to your or any other party as a result of any use or exploitation of your Submitted Content as authorized in these Terms.
14. Removal of Submitted Content by Us
You acknowledge that we may screen Submitted Content, and that we shall have the right (but not the obligation), in our sole discretion, to remove any Submitted Content, including terminating Courses, from the Services without any liability to you. Without limiting the foregoing, we have the right to remove any Submitted Content that violates these Terms or is otherwise objectionable in our sole and absolute discretion. You agree and acknowledge that we may preserve Submitted Content and may disclose Submitted Content if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce these Terms, respond to claims that any Submitted Content violates the rights of third parties or protect our rights, property or personal safety or that of our Users and the public.
You acknowledge that the Software, the technology underlying the Services, and all other software, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, and other data or copyrightable materials, including the selection and arrangements thereof, provided or made available to you in connection with the Company Products (collectively, the "Company Content") are the proprietary property of Company and its affiliated and/or third party providers and suppliers (the "Third Parties") and are protected, without limitation, pursuant to copyright and other intellectual property laws.
16. Other Prohibited Uses
In using the Company Products, you further agree not to:
- Upload or otherwise transmit to or through the Services any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Submitted Content;
- Upload or otherwise transmit to or through the Services any unlawful, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the Company Products or computers of any kind;
- Create a false identify or impersonate another person or entity in any way;
- Restrict, discourage or inhibit any person from using the Company Products, disclose personal information about a third person on or through Company Products or obtained from Company Products without the consent of such person or collect information about Users of the Company Products;
- Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Company Products or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Company Products, or by law, or otherwise attempt to use or access any portion of the Services other than as intended by Company;
- Gain unauthorized access to the Services, to other Users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services;
- Reproduce, distribute, publicly display, publicly perform, communicate to the public, sell, trade, resell or exploit any portion of the Company Products, use of the Company Products, access to the Company Products or content obtained through the Company Products, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without Company's express written consent:
- framing, embedding and/or passing off Submitted Content obtained from the Company Products in such a manner as to present them as originating from a source other than the Company Products;
- copying, caching or reformatting any Submitted Content for commercial purposes in any manner whatsoever, whether by copying to physical or electronic media for purposes of buffering delivery or converting transmissions from the Company Products to alternative delivery formats;
- altering, defacing, mutilating or otherwise bypassing any approved software through which the Company Products are made available; and
- using any trademarks, service marks, design marks, logos, photographs or other content belonging to Company or obtained from the Company Products.
- Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Company Products or communications equipment and computers connected to the Company Products;
- Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Company Products, features that prevent or restrict the use or copying of any part of the Company Products or any content accessible on or through Company Products, or features that enforce limitations on the use of the Company Products or any content accessible on or through Company Products;
- Use any scraper, spider, robot or other automated means of any kind to access the Company Products, except and solely to the extent permitted by these Terms and the features of the Company Products, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site or Services;
- Interfere with or disrupt the Company Products, networks or servers connected to the Company Products or violate the regulations, policies or procedures of such networks or servers;
- Violate any applicable federal, state or local laws or regulations or these Terms; or
- Assist or permit any persons in engaging in any of the activities described above.
Any unauthorized or prohibited use of the Company Products or Company Content may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.
17. Permitted Use of Company Content and Company Products; Reservation of Rights
You may download and print a reasonable number of copies of documentation provided or available in connection with the Company Content for non-commercial personal or educational use only and we grant you a limited, non-perpetual, revocable, non-transferable, non-assignable, non-exclusive, royalty-free license to access and utilise the Services, the Software and the other Company Content for non-commercial personal or educational purposes while these Terms are in full force and effect; provided that (a) any permitted copies of documentation provided or available in connection with the Company Content contain, in an unmodified form, (i) all language designations contained in the materials originally provided to you by us and (ii) all copyright or other proprietary rights notices contained in the materials originally provided to you by us and an original source attribution to us and/or the applicable Third Parties; and (b) you will not modify any of the Company Content except as approved by us in advance in writing. You acknowledge that we and/or Third Parties, as applicable, hold all right, title and interest in and to all tangible and intangible aspects of the Company Content and the Company Products, including without limitation, all patents, copyrights and trade secrets pertaining thereto, and that, except for the limited rights set forth above, you do not acquire any intellectual property right or license in any of the foregoing by downloading or printing the Company Content or otherwise, including, without limitation, by accessing or using the Company Products or the Company Content. These rights granted to you are revocable by us in accordance with these Terms and shall expire upon the termination of these Terms.
There are no implied licenses granted in these Terms.
18. Pricing and Special Programs
Pricing for Paid Courses
A Course Instructor is be solely responsible for determining the fees to be charged for such Course. If you are an Instructor, you hereby authorise Company to deduct from the amounts paid by a User for a Course, a transaction fee to be retained solely by Company, (the "Company Transaction Fee"). Unless an instructor and the Company agree otherwise in writing signed by the Instructor and an authorised representative of Company, Instructor acknowledges and agrees that the Company Transaction Fee shall be 30% of all amounts received by Company for a purchase of a Course, minus any amounts refunded to Users, sales or other taxes collected (if any), and any other commissions paid or due via an existing or otherwise agreed marketing programme.
Mylearningworx offers Users a seven-day, no-questions-asked money back guarantee on all Courses. If you, as a User, are unhappy with a Course and request a refund within seven days of the date that you paid and received access to the Course, we will provide you with a full refund of the amount you paid via electronic transfer. To request a refund, please email email@example.com. Please note that if we believe that you are abusing our refund policy in our sole discretion, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Company Products, without any liability to you.
You, as an Instructor, acknowledge and agree that Users have the right to receive a refund as set forth in this section. Neither Instructors nor Company shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a User requests a refund for a Course after Mylearningworx has sent an Instructor payment for that Course, Mylearningworx reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Instructor, or (2) require that Instructor to refund any amounts refunded to Users for Instructor's Course to the extent no additional payments are due from Mylearningworx to Instructor or such payments due Instructor are insufficient to cover the amounts refunded to Users.
Company will issue payment for any amounts due to Instructors for the sale of Courses by the last day of the month following the month in which a Course was purchased. Payment shall be made in UKPounds unless otherwise agreed to in writing by Company, and shall be remitted via cheque or PayPal. You are responsible for providing Company with all identifying information necessary for the payment of amounts due.
19. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements
Company respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Company Products.
Company's intellectual property policy is to:
(a) remove material that Company believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Company Products, and
(b) remove any Submitted Content posted to the Site by "repeat infringers." Company considers a "repeat infringer" to be any User that has uploaded Submitted Content to the Site and for whom Company has received more than two takedown notices with respect to such Submitted Content. Company has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon Company's own determination.
Procedure for Reporting Claimed Infringement.
If you believe that any content made available on or through the Company Products has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your communication must include substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
- Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
- Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
- Information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should take legal advice to confirm your obligations to provide a valid notice of claimed infringement.
Designated Agent Contact Information. Company's Designated Agent for notices of claimed infringement can be contacted at:
- Via E-mail: firstname.lastname@example.org
- Via Mail: Mylearningworx, Ltd.66 Watmore Lane, Winnersh, Berks RG41 5JT Attn: Commercial Department
As you use the Company Products you may notice links to third-party websites ("Third Party Sites"). This may include Instructors sending links to Third Party Sites and/or causing Third Party Sites (such as study resources or online education pages) to pop-up for your review. These links are for convenience only. If you use these links, you will leave the Site. Certain of these Third-Party Sites may make use of Company proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Company. Company is not responsible for the availability or content of these Third Party Sites or for any viruses or other damaging elements encountered in linking to a Third Party Site, whether or not Company is affiliated with the owners of such Third Party Sites. In addition, the provisioning of these links to Third Party Sites is not an endorsement or approval by Company of the organizations sponsoring such Third Party Sites or their products or services, and you may be subjected to offensive, harmful, or damaging content on such Third Party Sites. These Terms do not apply to Third Party Sites, and you should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, applications, software or services.
You agree that company will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings you may have on or through a third party site or as the result of the presence of any content or advertising on the third party sites.
The trademarks, service marks, and logos (the "Trademarks") used and displayed on the Site or in any Company Content are registered and unregistered Trademarks of us and others and are protected, without limitation, pursuant to trademark laws. Nothing on the Company Products or otherwise should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Company Products or in connection with the Company Products or Company Content or Software, without the written permission of the applicable Trademark owner. We aggressively enforce our intellectual property rights to the fullest extent of the law. You may not use the Trademarks, either ours or others, in any way without the prior written permission of the applicable Trademark owner. We prohibit use of our logo as a "hot" link to any other World Wide Web site unless approved by us in advance in writing.
22. Disclaimer; Warranty Disclaimer
You understand that when using the company products, participating in or obtaining information from a course, or accessing company content or submitted content, you may be exposed to products, photographs, music, artwork, messages, instructional information, and other materials from a variety of sources, and that company is not responsible for the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such products, content or materials. You further understand and acknowledge that you may be exposed to products, content or materials that are inaccurate, harmful, dangerous, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against company with respect thereto.
The company products, company content, third party content, submitted content, courses, and any portions of any of the foregoing, made available on or through or in relation to the site or the services, are provided on an "as is," "as available," "with all faults" basis without representations or warranties of any kind, either express or implied, including, but not limited to, in terms of correctness, safety, accuracy, reliability or otherwise. Courses and submitted content should not be relied upon for life-threatening, life-support or mission-critical purposes, such as, but not limited to, operating or using aircraft, motorized vehicles or boats, dangerous industrial machinery, life-support equipment, medical devices, power plants, weapons, drugs, and any other product, good or service, the operation of which, if performed incorrectly or incompletely, could result in serious bodily injury, death or destruction to any person, animal or property.
To the fullest extent permissible pursuant to applicable law, company and its affiliates, partners, licensors, and suppliers hereby disclaim all express, implied, and statutory warranties of any kind, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written , obtained by you from company, an employee or representative of company, an instructor, or through the services will create any warranty not expressly stated in these terms. Company and its affiliates, partners, licensors, and suppliers do not warrant that the services or any part thereof, or any products or content offered through the services, will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. You understand and agree that you use, access, download, or otherwise obtain information, materials, courses, or data through the company products, any associated sites or applications, and any third party sites at your own discretion and risk and that you will be solely responsible for any damage or destruction to your property (including your computer system used in connection with the company products), injury to yourself or others, or loss of data that results from the download, use, or reliance upon such information, material, courses, or data.
23. Limitation of Liability
Under no circumstances, including, but not limited to, negligence, shall company, or any of its officers, directors, employees, agents, successors or assigns, or any other contractors or third parties be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, arising out or relating to the use, or the inability to use, the company content, the company products, courses, submitted content or any portion thereof, even if we or an authorized representative of company has been advised of the possibility of such damages. If your use of the company products, company content, services, courses, or submitted content or any portion thereof results in the need for servicing, repair or correction of any equipment or data or medical attention to you or others, you assume any and all costs thereof. In no event shall company or its licensors or suppliers be liable in the aggregate for any damages incurred by you that exceed the greater of (a) one hundred pounds or (b) the amount of commissions company has received as a result of your use of company products in the 12 months prior to the action giving rise to the liability.
Neither we, nor third parties warrant the accuracy or completeness of the information, text, graphics, links or other items contained in the company content, the company products, the submitted content, the courses, or any portion thereof or in any reports of verification services. You agree not to hold us (or our agents, employees or instructors) liable for any instruction, advice or services delivered that originated through the company products, through any verification service or in connection with the company content, or any portion thereof. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of instructors or users.
You agree to indemnify, defend and hold harmless us, and our affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers (including our affiliates' respective officers, directors, agents, partners, employees, licensors, representatives, and third party providers), from and against all losses, expenses, damages, costs, claims and demands, including reasonable legal fees and related costs and expenses, due to or arising out of any Submitted Content you submit, post to, or otherwise transmit to us or through the Site or Services, your use of the Company Products, the Company Content or any portion thereof, your connection to the Site or Services, or your breach of these Terms. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to fully cooperate with such defence and in asserting any available defences.
25. Modification of Services
We may add, change or eliminate features, pricing, nomenclature and other aspects of the Company Products and make other changes at any time and these Terms will continue to apply to the Company Products as modified. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Company Products (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of all or any portion of the Company Products.
26. Dispute Resolution
Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND COMPANY AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE COMPANY PRODUCTS. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court.
Any dispute arising out of or in connection with this contract shall, at first instance, be referred to a mediator for resolution. The parties shall attempt to agree upon the appointment of a mediator, upon receipt, by either of them, of a written notice to concur in such appointment. Should the parties fail to agree within fourteen days, either party, upon giving written notice, may apply to the President or the Deputy President, for the time being, of the Chartered Institute of Arbitrators, for the appointment of a mediator.
Should the mediation fail, in whole or in part, either party may, upon giving written notice, and within twenty-eight days thereof, apply to the President or the Deputy President, for the time being, of the Chartered Institute of Arbitrators, for the appointment of a single arbitrator, for final resolution. The arbitrator shall have no connection with the mediator or the mediation proceedings, unless both parties have consented in writing. The arbitration shall be governed by both the Arbitration Act 1996 and the Controlled Cost Rules of the Chartered Institute of Arbitrators (2000 Edition), or any amendments thereof, which Rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be England and Wales.
27. Termination of Services; Termination of Agreement
We may terminate your use of the Company Products immediately without notice for any breach by you of these Terms or any of our applicable policies, as posted on the Site from time to time. Furthermore, we may terminate your rights to use the Company Products for any reason or no reason.
In the event of termination or expiration of these Terms, the following sections of these Terms shall survive: all provisions regarding ownership of intellectual property, disclaimer; warranty disclaimer, limitation of liability, dispute resolution, any other provisions of these Terms which, by their nature, apply after termination, and the miscellaneous provisions below. You agree that upon the termination, we may delete all information related to you on the Services and may bar your access to and use of the Company Products. Upon the termination, you will immediately destroy any downloaded or printed Company Content.
You are free to terminate your use of the Company Products at any time. You can simply choose to stop visiting or using any aspect of the Company Products. If you wish to terminate your account on the Site or with the Services, you may do so by sending an e-mail to email@example.com or using any other account termination functionality that may be offered through the Company Products.
- Entire Agreement. These Terms and any policies applicable to you posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. All rights not expressly granted in the Terms are expressly reserved. These Terms shall inure to our benefit and to the benefit of our agents, licensors, licensees, successors, and assigns.
- Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
- Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
- Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, registered or certified mail return receipt requested, or electronic mail.
- No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
- Disclosures. The Company Products are offered by MylearningworxLtd., located at 66 Watmore Lane, Winnersh, Berkshire RG41 5JT. You may contact us by sending correspondence to the foregoing address or by e-mailing us at firstname.lastname@example.org.