TERMS & CONDITIONS

TERMS AND CONDITIONS APPLYING TO USE OF THE CONNECT LEARNING TODAY WEBSITE

This website (“Our Site”) is operated by Promethean Inc (3502657)  (“we”, “us” or “our”). We are a company registered in Delaware and with our registered office at 1165 Sanctuary Parkway, Suite 400, Alpharetta, GA 30009. USA.

This page sets out the terms and conditions on which you may access and/use Our Site.  These terms and conditions, together with the Acceptable Use Policy referred to in them, form a legally binding agreement between you and us.  Please read them carefully before you start to use Our Site. By using Our Site you indicate that you accept these terms and conditions and you agree to be bound by them. If you do not agree to these terms and conditions please do not use Our Site.

We may change these terms and conditions and/or the Acceptable Use Policy from time to time, without giving you notice.   Your continued use of Our Site will amount to acceptance to such changes.

1. ACCESS

1.1     While we endeavour to ensure that Our Site is normally available 24 hours a day, we will not be liable if for any reason the Our Site (or any part of it) is unavailable at any time or for any period.

1.2      Access to Our Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.

2. YOUR CONDUCT

2.1     When using Our Site, you must comply with the provisions of our Acceptable Use Policy.

2.2     Any data or content you store on Our Site must comply with the provisions of our Acceptable Use Policy and is subject to any data storage limit we notify to you of from time to time. We reserve the right to charge for data storage which exceeds our data storage limit.

3. LINKING TO OUR SITE

3.1     You may link to Our Site’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

3.2      You must not establish a link from any website that is not owned by you or your employer.

3.3     Our Site must not be framed on any other website, nor may you create a link to any part of Our Site other than the home page. The website from which you are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.

4. LINKING FROM OUR SITE

Where Our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

5. RELIANCE ON INFORMATION  POSTED

Commentary and other materials posted on Our Site are not intended to amount to advice on which reliance should be placed, nor can we offer any guarantee that any information that is posted is complete, accurate or up to date.  We therefore disclaim all liability and responsibility arising from any reliance placed on such materials or information by any visitor to Our Site, or by anyone who may be informed of any of its contents.

6. UPLOADING TO OUR SITE

6.1 Whenever you make use of a feature that allows you to upload or post content to Our Site, or to make contact with or send content to other users of Our Site, you must comply with the content standards set out in Our Acceptable Use Policy. It is a condition of these terms and conditions that any such contribution does comply with those standards, and you agree to indemnify us, our partners, and affiliates for any breach of that condition.

6.2 Other than the licence set forth in paragraph 6.3 below, we acknowledge and agree that we obtain no right, title or interest from you (or your employer or licensors) in or to any content (including but without limitation, all teaching materials, lesson plans,  schemes of work, flipcharts and resource packs) that you upload, post, transmit or display on or through Our Site including any intellectual property rights which subsist in that content (“Your Content”).  You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.

6.3 By uploading, posting or displaying Your Content you grant us, our partners,  and affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use, modify, adapt, publish, translate, perform, create derivative works from and/or distribute Your Content for any purpose.

6.4 You also grant other users of Our Site a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right to use, modify, adapt, translate, perform, and/or create derivative works from Your Content solely for non-commercial purposes.  

6.5 In addition, you waive all moral rights you have in Your Content to the fullest extent permitted by law including the right to be named as author of such content and the right to object to derogatory treatment of such content.

6.6 It is a condition of these terms and conditions that you have all the necessary rights and consents to grant the licences set out at 6.3 and 6.4 and to upload Your Content to Our Site. In particular, you must ensure that you have obtained any necessary consents, including parental consents, relating to the use of images of minors and/or vulnerable adults.

6.7 It is a condition of these terms and conditions that the use of Your Content in accordance with the licences set out at 6.3 and 6.4 will not infringe the intellectual property rights of any third party.

6.8 It is a condition of these terms and conditions that Your Content does not contain any material which is the confidential information of any third party or which is defamatory, obscene or otherwise unlawful.

6.9 You agree to indemnify us, our partners and affiliates and/or any other users of Our Site for all claims brought by a third party against us, our partners and affiliates and/or any other users of Our Site arising out of or in connection with the breach of the conditions set out in clauses 6.6 and 8.6 above.

7. USER DOWNLOADS

Your use of content uploaded to Our Site by other users of Our Site is made subject to the licence granted in clause 6.4 above and the condition set out in clause 6.6 above and we accept no liability for any infringement of third party intellectual property rights resulting from the downloading or use of such content from Our Site.

8. NOTICE AND TAKEDOWN

We do not monitor all content uploaded, posted or published on Our Site. If you believe that any content uploaded, posted or published on Our Site is defamatory and/or breaches these terms and conditions please assist us by completing a Notice of Defamatory Content form [INSERT LINK TO FORM] and email or fax it to us. We will use all reasonable endeavours to remove defamatory content from Our Site within a reasonable timeframe.

9. PROCEDURE FOR INTELLECTUAL PROPERTY CLAIMS

If you believe your intellectual property rights have been infringed by content uploaded, posted or published on Our Site you need to fill out a Notice of Infringement form specifying the allegedly infringing listings and infringed works [INSERT LINK TO FORM] and email or fax it to us. The information requested by the Notice of Infringement is designed to ensure that parties reporting items are either rights owners or authorised by the rights owners, and to enable us to correctly identify the content to be removed.

10. INTELLECTUAL PROPERTY RIGHTS

We are the owner or a licensee of all intellectual property rights in Our Site. All such rights are reserved. Nothing in these terms and conditions gives you a right to use any of our trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

11. TRADE MARKS

We are the registered owner of a number of trade marks relating to our brand in several jurisdictions across the world.

12. DISCLAIMERS AND LIMITATIONS OF LIABILITY

12.1        Our Site and the services available through it is and are provided on an “as is” and “as available” basis (save to the extent that additional or alternative terms apply to relevant parts of our Site or the services). To the fullest extent permitted by applicable law, we expressly disclaims all warranties, representations, conditions and other terms of any kind, whether express or implied, including, but not limited to any implied warranties, representations, conditions or other terms of merchantability, satisfactory quality, fitness for a particular purpose, and any term as to the provision of services to a standard of reasonable care and skill or as to non-infringement of any intellectual property right.

12.2        We make no warranty or representation that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material obtained by you through the service will meet your expectations, and (v) any errors in the software will be corrected.

12.3        You acknowledge and accept that any material downloaded or otherwise obtained through the use of the service (other than where purchased through our on-line shop [INSERT LINK TO SHOP] ) is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

12.4        Subject to clause 112.5., we will not be liable for:
(a) loss of profits;
(b) loss of goodwill;
(c) loss of data; or
(e) any indirect, incidental, special, consequential or exemplary loss or damage,

arising out of or in relation to these terms and conditions or your use (or inability to use) Our Site whether caused by tort (including negligence), breach of contract or otherwise (even if we have been advised of the possibility of such loss or damage).

12.5        Nothing in these terms and conditions shall limit or exclude our liability:

(a) for death or personal injury caused by our negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

12.6        Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities. Accordingly, some of the above limitations set out above may not apply to you.

12.7        In particular, where you are using Our Site as a consumer, nothing in these terms and conditions shall affect your statutory rights.

12.8        Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraud or fraudulent misrepresentation.

13. NOTICES

All notices given by you to us must be given to Promethean Inc at [insert address].We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or which you provided to us on registration. Notice will be deemed received and properly served immediately when posted on Our Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

14. TRANSFER OF RIGHTS AND OBLIGATIONS

14.1        The contract between you and us is binding on you and us and on our respective successors and assigns.

14.2        You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

14.3        We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

15. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using Our Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on Our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This provision does not affect your rights under law. EVENTS OUTSIDE OUR CONTROL

15.1        We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).

15.2        A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) Strikes, lock-outs or other industrial action.
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(e) Impossibility of the use of public or private telecommunications networks.
(f) The acts, decrees, legislation, regulations or restrictions of any government.
(g) Failure or interruption of connectivity to the internet.

15.3        Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.  If the Force Majeure Event continues for two months we may terminate this Contract.

16. SEVERABILITY

If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

17. WAIVER

17.1        If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

17.2        A waiver by us of any default shall not constitute a waiver of any subsequent default.

17.3        No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 13 above.

18. ENTIRE AGREEMENT

18.1        These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

18.2        We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

18.3        Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

19. VARIATION

19.1        We have the right to revise and amend these terms and conditions from time to time.

19.2        You will be subject to the policies and terms and conditions in force at the time that you register with Our Site, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority  or if we notify you of the change to those policies or these terms and conditions.

20. GOVERNING LAW

These terms and conditions are governed by the laws of the State of Georgia,United States of America.  Any disputes or differences arising out of these terms and conditions shall be subject to the exclusive jurisdiction of the courts of the State of Georgia.