Monday, 20th March 2023
This end user subscription agreement (“Agreement”) is an agreement between the person, company, or organisation that has ordered the services (“You” or “Customer”) and Literacy Tree Ltd. Please read the terms and conditions of this agreement carefully before accessing or using the services. By using the services, you are accepting and agreeing to become bound by the terms of this agreement. Unless expressly specified otherwise by an executed written agreement by and between you and Literacy Tree Ltd., this agreement represents the entire agreement concerning the services between you and Literacy Tree Ltd., and it supersedes and overrides any proposals, representations, or understandings between the parties.
For purposes of this Agreement, the following definitions shall apply:
- 1.1. “Services” shall mean the web-based software and downloadable resources as a service platform consisting of features, tools and services, to which You are granted with access by Literacy Tree Ltd. under this Agreement, including any updates thereto and Support Services (as defined below).
- 1.2. “User(s)” shall mean those individuals authorised by You or on Your behalf to use the Services up to the number agreed.
- 1.3. “Order” shall mean a purchase order or another mutually agreed upon document, whether in hard copy or electronic form, by which You may order a subscription to the Services or to any other Services of Literacy Tree Ltd. that accompanies this Agreement and any other document referenced or incorporated into such Order, all as agreed and accepted in writing by Literacy Tree Ltd.
- 1.4. “Membership” shall mean the subscription to all services provided online by the Literacy Tree including all resources and CPD.
- 1.5. “Your Data” refers to the data provided by You that is held by Literacy Tree Ltd.
- 1.6. “Support Services” shall mean, collectively the following services that may be provided by Literacy Tree Ltd. to its customers, at its sole discretion: (i) the support for the correction of errors in the Services; and (ii) provision of Updates to the Services.
- (a) “Update(s)” shall mean modifications, corrections, updates and enhancements to the Services, in its sole discretion, makes generally available as part of its Support Services, from time to time, including those intended to correct an error in the Services, and that may or may not include additional features, level of performance and/or functionality for the Services.
- 1.7 “Initial Term” shall mean the first duration of this contract (the Term) following its execution, after which the contract will either terminate or renew.
- 1.8 “School Membership” shall mean a membership taken out by a school, trust or other setting that includes multiple licences with an initial period of one year.
- 1.9 “Individual Membership” shall mean a membership taken out by an individual with monthly payment and an initial term of three (3) months.
- 1.10 “Free Membership” shall refer to an individual user account where one-off purchases are made as required by that individual and there is no membership fee.
GRANT OF RIGHTS.
- 2.1. Subscription Rights. Subject to the full payment of the fees and subject to the terms and conditions set forth in this Agreement, upon Literacy Tree Ltd.’s acceptance of Your Order and for the duration of twelve (12) consecutive months for a School Membership and three (3) consecutive months for an Individual Membership, unless another period was agreed to in writing upon the membership (the “Initial Term”), You are granted with a non-exclusive, non-assignable, royalty free, worldwide limited right to use the Services solely for Your internal business operations and subject to the terms of the Agreement. You may allow Your Users to use the Services for this purpose and You are responsible for Your Users’ compliance with this Agreement.
- 2.2. Renewal Term. At the end of the Initial Term, or any subsequent Renewal Term (as defined below), Your subscription will automatically renew to the Services (to the extent Literacy Tree Ltd. still offers such Services to its customers and in the scope of provided by Literacy Tree Ltd.at such time) for School Members this will be for an additional term of twelve (12) consecutive months or thirty six (36) consecutive months and for Individual Members this will be for an additional month unless another term was agreed upon in the order (the “Renewal Term” and collectively with the Initial Term, shall be referred to as “Subscription Term”), provided that (a) You are current on all payments due to Literacy Tree Ltd., whether under this Agreement or under any other agreement with Literacy Tree Ltd., and (b) You pay Literacy Tree Ltd., or its Affiliate (as instructed by Literacy Tree Ltd., at its sole discretion), the renewal fee for the respective Renewal Term, according to Literacy Tree Ltd.’s then-current pricing.
- 2.3. License Restrictions.
- (a) You may not, or permit anyone to: (i) copy documentation or data related to or provided with the Services; (ii) translate, modify, make derivative work of, the Services or any of its components and/or outputs; (iii) assign, sublicense, pledge, lease, rent, disclose, publish, sell, market, or share Your rights under this Agreement; (iv) make the Services or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted in writing by Literacy Tree Ltd. for the specific license or materials from the Services You have subscribed for); (v) use the Services and/or its outputs unlawfully or in any manner not expressly authorised by this Agreement; or (vi) or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to The Literacy Tree Ltd.’s.
- (b) You shall not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Literacy Tree Ltd.’s provision of the Services.
- (c) The rights granted under this Agreement are limited to the number of Users specified. Except as expressly provided herein, no part of the Services (and any outputs thereunder and Documentation) may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, recording, or other means, and You agree to make every reasonable effort to prevent unauthorised third parties from accessing the Services.
- (d) You will not delete or in any manner alter the copyright, trademark, or other proprietary rights notices of Literacy Tree Ltd., if any, appearing on or in the Services, screen outputs and prints generated with the Services as delivered to You.
- 2.4. Registration. To obtain access to the Service, You must create an account with Literacy Tree Ltd. in Your name to enable the access and use of it. You are responsible for maintaining the confidentiality of Your user credentials and password. It is strictly prohibited to share Your user credentials and password with any other person; it is Your sole responsibility to protect Your user credentials and password, and to refrain from sharing such with any other person. You understand and agree that You are liable for any activity performed by any person using Your account.
- 2.6. Marketing. Literacy Tree Ltd. has the right to name You as a customer in marketing materials for the purpose of promoting Literacy Tree Ltd., the Services or any other related services or products of Literacy Tree Ltd.
PROVISION OF THE SERVICES.
- 3.1. Suspension. Literacy Tree Ltd. reserves the right, to temporarily suspend or terminate Your access at any time in its sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. In addition, Literacy Tree Ltd. may add or remove functionalities or features to the Service, and may suspend or stop providing any features associated with the Services.
- 3.2. Removal. Literacy Tree Ltd. does not tolerate any infringement of copyright or other intellectual property rights by You or otherwise violation of this Agreement and will respond to notices of alleged copyright infringement. Literacy Tree Ltd. reserves the right to remove Your data from its services without prior notice.
INTELLECTUAL PROPERTY RIGHTS.
- 4.1. Ownership. The foregoing rights pursuant to Section 2 gives You limited subscription to access and use the Services. You acknowledge and agree that all right, title and interest, including, without limitation, all copyrights, trademarks, trade names, logos and service marks, licenses, designs, utility models, and all improvements thereto, and any other intellectual property rights, in and to, the Services and the Documentation (including but not limited to any images, photographs, animations, video audio, music, text, and “applets” incorporated into the Services), are owned solely by Literacy Tree Ltd.(or of its third party licensors). All rights not specifically granted to You under this Agreement, including, without limitations, all copyrights, trademarks, trade names, logos and service marks, licenses, designs, utility models, and all improvements thereto, and any other intellectual property rights are reserved by Literacy Tree Ltd.
- 5.1. Payment Terms. Unless explicitly set forth in this Agreement, all fees and other amounts due under this Agreement are non-cancellable and non-refundable. Unless otherwise agreed to by the parties in writing, You shall pay all fees or amounts on the due date of the invoice. You acknowledge that once the download starts You lose their right to cancel the purchase in line with the Consumer Contracts Regulations 2013.
- 5.2. Literacy Tree Ltd. reserves the right to freeze memberships if any payment related to that membership account is overdue by 3 months.
- 5.3. Taxes. The fees and all other amounts due as specified in this Agreement and associated Order Form(s) and price lists are net amounts to be received by Literacy Tree Ltd., exclusive of all taxes, duties, and assessments, including without limitation all sales, property, import duty, withholding, VAT, excise, ad valorem, use taxes and other taxes based on the Services subscription provided under this Agreement (collectively, the “Taxes”), and are not subject to offset or reduction because of any Taxes incurred by You or otherwise due as a result of this Agreement. You shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this Section 8.2 shall not apply to taxes based solely on Literacy Tree Ltd.’ income.
TERM AND TERMINATION.
- 6.1. Expiration of Subscription Term. If the auto-renewal function has been switched off, and the Services were not renewed pursuant to this Agreement, upon the end of the respective Subscription Term (as applicable) and the Services hereunder, This Agreement and Your right to access or use the Services shall terminate.
- 7.1. Disclaimer. Literacy Tree Ltd. does not guarantee that the services will be performed error-free or uninterrupted, that Literacy Tree Ltd. will correct all services errors. You acknowledge that Literacy Tree Ltd. does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, interruptions, and other problems inherent in the use of such communications facilities. Literacy Tree Ltd.is not responsible for any delays, delivery failures, or other damage resulting from such problems. To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose. No oral or written information or advice given by Literacy Tree Ltd. or its employees, shall increase the scope of the above warranties or create any new warranties. While Literacy Tree Ltd. makes reasonable efforts to ensure that you’re your data will be secure, Literacy Tree Ltd ltd. does not guarantee that the services will be free from loss, corruption, attack, viruses, “worms”, “trojan horses” or other harmful components, or from interference, hacking or other security intrusions.
- 7.2. Third Party Content Disclaimer. Content. Literacy Tree Ltd. makes no guarantees concerning the accuracy, reliability, currency, or quality of the Third Party Content, including any content, displayed through or while using the Services.
LIMITATION OF LIABILITY; INDEMNITY.
- 8.1. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Literacy Tree Ltd. and/or its employees, distributors, dealers or agents be liable to you or your affiliates, employees, distributors, dealers or agents party, for indirect, special, incidental or consequential damages of any kind arising from this agreement, the access or use of the services and your data, whether resulting from tort (including negligence), breach of contract, product liability, or other form of action, even if advised of the possibility of such damage and notwithstanding the failure of essential purpose of any remedy.
- 8.2. Indemnity. Your use of the Services, including without limitation, use of any outputs of the Services, is at Your sole discretion and risk and You assume any and all liability in connection with such use. You will indemnify and hold Literacy Tree Ltd., its officers, directors, agents, subsidiaries, joint ventures and employees, harmless from any claim or demand, including reasonable fees, made by any third party due to or arising out of: (i) Your breach of this Agreement, (ii) Your violation of any law or the rights of a third party, including, without limitation, privacy rights and intellectual property rights; (iii) Your use of the Services and/or its outputs, including, without limitation, Your Data and any reports or other materials containing Your Data; (iv) Your failure to obtain required consents, authorisation, permit or otherwise for the use of Your Data in connection with the Services.
- 9.1. Entire Agreement. This Agreement constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements, including, without limitation, previous versions of End User Subscription Agreement(s) for subscription to the Services. In case of contradiction between the provisions of this Agreement and any other written agreement between the parties hereto, the provisions of this Agreement shall prevail, unless explicitly stated otherwise in a written agreement signed by both parties.
- 9.2. Modifications. Literacy Tree Ltd. may amend this Agreement at any time by providing You a reasonable notice, including without limitation by posting an amended version of this Agreement on www.literacytree.com, in such case, You shall have the sole responsibility to review such amended version of Agreement. The amended terms and conditions of this Agreement shall bind You upon their effective date.
SIGNATURE AND DATE.
By ticking the acceptance box and/or proceeding with the any purchases, parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated throughout by their acceptance of the agreement.