| 1. |
Provision of
Content |
| 1.1 |
The Content is owned (or used under licence)
by Learnthings Ltd (company number 03410213),
whose registered office is at 164 Deansgate,
Manchester M60 2RR ("Learnthings").
You will receive access to the Content for
the term of the Licence ("Licence Period"). |
| 1.2 |
You will be allocated access to
the Content using a user name and password
("ID"). You are responsible for
all use of the Content and anyone else using
your ID and for preventing unauthorised use
of your ID. You must ensure that your Users
comply with the terms of this Agreement and
any reasonable user terms made available within
the Content. |
| 1.3 |
If you believe there has been any
breach of security such as the disclosure,
theft or unauthorised use of your ID, you
must notify Learnthings immediately by emailing
customerservices@learnthings.co.uk. |
| 1.4 |
If Learnthings reasonably believes that your
ID is being used in any way which is not permitted
by this Agreement, Learnthings reserves the
right to request that your access rights are
cancelled. |
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| 2 |
Limited Rights to
Use Content |
| 2.1 |
All Content belongs to Learnthings or
its licensors. Subject to clause 2.2, your Users may retrieve and
display the Content on a computer screen, print individual pages on
paper, use the Content for lesson planning (or related activities
within Learning Northern Ireland) and store the Content in
electronic form on disk and on your internal server (but not on any
other server or other storage device connected to an external
network unless Learnthings has agreed with your LEA to do this) for
your internal educational non-commercial purposes. |
| 2.2 |
Most of the Content is owned by Learnthings but
certain content is used under licence from
third parties ("Third Party Content") and
will be marked with the copyright notice of
those third parties. Some of the Third Party
Content will be subject to additional restrictions
- the relevant copyright notice will make
it clear where that is the case. You are responsible
for ensuring that you comply with such restrictions. |
| 2.3 |
Except as set out in this clause 2,
you may not (without prior written permission from
Learnthings): |
| 2.3.1 |
redistribute any of Content
(including by using it as part of any library, archive or similar
service); |
| 2.3.2 |
remove the copyright or trade mark
notice from any copies of Content made under this Agreement; |
| 2.3.3 |
create a database in electronic or
structured manual form by systematically downloading and storing
all or any of the Content; |
| 2.3.4 |
except as expressly set out above,
modify, reproduce or in any way commercially exploit any of the
Content. |
| 2.4 |
You acknowledge that "Learnpremium", "Guardian", and "Learnthings" are trade marks and that you
may not use them without written permission. |
| 2.5 |
On termination of this Agreement,
your licence to use the Content terminates and you must remove all
copies from your system and confirm at Learnthings' request that no
copies of Content have been retained by you. |
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| 3 |
Warranties |
| 3.1 |
Learnthings will use its reasonable
skill in making the Content available to you. However, because of
the number of sources from which Learnthings obtains the Content
and because of the nature of computer software and hardware, errors
and omissions occur and Learnthings does not give any warranties in
respect of the Content. In particular, you should not take the
accuracy of the information for granted and Learnthings makes no
warranty that the Content is free from infection by viruses or
anything else that has contaminating or destructive properties. All
implied warranties are excluded from this Agreement to the extent
that they may be excluded as a matter of law. |
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| 4 |
Limitation of
Liability |
| 4.1 |
Learnthings will use its reasonable
endeavours to resolve faults in the Content during the Licence
Period but because the service is free to Users you agree that
Learnthings will not be liable for any losses you may incur as a
result of your use or non-use of that Content. |
| 4.2 |
Learnthings will not be liable for
any consequential or incidental damages (including without
limitation, damages for loss of use or profits) arising in
contract, tort or otherwise from your (or your Users') use or
inability to use the Content or from any action taken (or refrained
from being taken) as a result of using the Content. |
| 4.3 |
Notwithstanding the above provisions
of this clause 4, Learnthings' liability will not be limited in the
case of death or personal injury directly caused by Learnthings'
negligence. |
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| 5 |
Changes |
| 5.1 |
Learnthings is continually seeking to
improve the Content. Learnthings reserves the right, at its
discretion, to make changes to any part of the Content (including
the addition of digital rights management tools) provided that it
does not materially reduce the content or functionality of the
relevant service. You will implement such changes as soon as
reasonable following the request of Learnthings or its nominated
agent. |
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| 6 |
Links |
| 6.1 |
The Content contains links to other
web sites and resources, either directly or through frames and,
where possible, Learnthings will make clear where such links are
being made. Independent third parties provide these sites and
Learnthings is not responsible and shall not be liable for the
availability or content of these outside resources. |
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| 7 |
General |
| 7.1 |
Learnthings may terminate this
Agreement if you are in default and in such you will not be
entitled to the refund of any fees you may have paid. If
Learnthings terminates this Agreement because it discontinues the
Content, you are entitled to a refund of that part of any fee which
relates to the unexpired period of this Agreement. |
| 7.2 |
You may not assign, sub-licence or
otherwise transfer this Agreement or your rights of access to the
Content. |
| 7.3 |
If any provision of this Agreement is
found to be invalid by any court having competent jurisdiction, the
invalidity of that provision will not affect the validity of the
remaining provisions of this Agreement, which shall remain in full
force and effect. |
| 7.4 |
Failure by either party
to exercise any right or remedy under this Agreement does not
constitute a waiver of that right or remedy. |
| 7.5 |
A person who is not party to this
Agreement shall have no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any of its terms. |
| 7.6 |
This Agreement shall be governed by,
and construed in accordance with, English law. The parties
irrevocably agree that the courts of England shall have exclusive
jurisdiction to settle any dispute which may arise out of, under,
or in connection with this Agreement or the legal relationship
established by it, and for those purposes irrevocably submit all
disputes to the jurisdiction of the English courts. |
| 7.7 |
Headings in this Agreement are for
convenience only and will have no legal meaning or effect. |
