'We' or 'us' means RM Education plc of New Mill House, 183 Milton Park, Abingdon, Oxford OX14 4SE.
'You' or 'your' means the educational institution that is licensing the provision of the Service including any software included as part of that Service.
'Service' means the provision of the LearningAlive products and service including all related computer programs and software by us to you and End-Users.
'End-User' means each of your teachers and students who use the Service.
"Software" means the computer programs related to the LearningAlive Products.
2. Scope, Applicability and Structure
You agree to procure and ensure compliance with the terms of this Agreement by End-Users in so far as they are applicable to End-Users.
This Agreement is effective from the date you access the Service from which time you and we are bound by the terms of this Agreement.
We may terminate this Agreement if you are in default, and in such case we are not obliged to refund you any fees, and you shall be obliged to continue to pay all arrears of fees at the date of termination.
RM may cancel the Service at any time by giving you not less than 30 days written notice of cancellation sent to the address provided by you to us from time to time.
4. Your Obligations to RM
You acknowledge that the capacity of the Service is finite and you and the End-Users shall not make excessive or wasteful use of the Service to the detriment of others.
You and the End-Users undertake not to perform any of the acts referred to in this Clause except to the extent and only to the extent permitted by law as a lawful user (i.e. a party with a right to use) of the Service and only then for the specific limited purpose permitted by law or hereunder. You and End-Users undertake:
not to copy the Service (other than for normal system operation and as specified in this Clause ) nor otherwise reproduce the Service;
not to translate, adapt, vary, modify the software that is provided as part of the Service;
not to disassemble, decompile or reverse engineer the software except as permitted by law;
not to remove, obscure or alter any notice of patent, copyright, trademark or other proprietary notice on the Service;
not to sub-license, distribute, rent, lease, or otherwise transfer the Service;
not to make the Service accessible by any type of broadcast or transmission, including but not limited to broadcast or transmission by cable, Internet, television, satellite, or telephone;
not to use the Service to attract customers away from RM or to procure commercial advantage over RM or to use it in any other way which is likely to be directly or indirectly detrimental to RM or its business;
not to enable a third party to do any of the acts set out in this Clause;
and agree that the Service is confidential and proprietary in nature and constitutes the trade secrets of RM and RM's licensors and that you and the End-User shall not acquire any rights or title of ownership in the Service and shall treat all information which you and the End-User obtain with respect of the Service in confidence.
5. Copyright and Trade Marks
All rights, including copyright, in the content of the Service - including but not limited to graphical images - are owned or controlled by our licensors or us.
The trademarks and logos used in the Service are the registered and unregistered trademarks of RM or RM's licensors and may not be used in any advertising or other publicity materials without our prior consent.
6. Limited Permission To Copy Or Download
Except as set-out in the next three paragraphs, End-Users are permitted to print or download extracts from the Service (but not to print or download the software) for their own personal, non-commercial use and for their individual teaching purposes in accordance with the provisions of this licence. Where the owner of the material has asserted their rights of ownership in such materials then all copies of any part of the material must bear an acknowledgement of the copyright of the owner of the material.
Unless we specify otherwise, you are free to change, modify and adapt the material for educational use.
No part of the content of the Service may be reproduced or transmitted to or stored in any Website nor may any of its pages or parts there of be disseminated in any electronic or non-electronic form, nor be included in any public or private electronic retrieval system or service without prior written permission from us.
Except to the limited extent set out above, you and End-Users are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of the Service for any other purpose whatsoever without prior written permission from us. The Service will enable you to copy material where the copyright is owned by a third party. Just as you do with books and other written materials, it is your responsibility to check that you have the permission of the copyright holder before you do this.
Any third party software made available through the Service shall be governed by the third party's licence agreement that accompanies such software and will therefore vary from software to software. This third party software may be made available for downloading from the LearningAlive web site.
You shall be entitled to copy the Software in order to create an archival copy provided that you include the copyright notice stating that we own the copyright in the Software and that the copy is to be used solely for the purpose of archival recovery.
The contents of the Service are only for general information or use. They do not constitute advice and should not be relied upon in making (or refraining from making) any decision. We use reasonable care to make sure that the information appearing on the Service is accurate and up to date. However, errors and omissions do occur and you and End-Users should not take the accuracy of the information for granted. Because we do not have control over the use of the information we exclude any warranty, express or implied, as to the quality, accuracy, timeliness, completeness, performance, fitness for a particular purpose of the Service or any of its contents. We will not be liable for any damages (including without limitation damages for loss of profit, revenue or anticipated savings) arising in contract, tort or otherwise from the use of or inability to use the Service or any of its contents or from any action taken (or refrained from being taken) as a result of using the Service or any such contents. We make no warranty that the contents of the Service are free from infection by viruses or anything else which has contaminating or destructive properties.
We shall not be liable for any loss or costs caused by any defamatory material nor for any loss resulting from any infection of your or any End-Users' equipment by a computer virus. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties. For the avoidance of doubt, RM does not limit its liability for death or personal injury to the extent only that it arises as a result of the
negligence of RM, its affiliates, directors, employees or other representatives.
RM does not represent or warrant that the information accessible via the LearningAlive web site is accurate, complete or current price and availability information is subject to change without notice. You and End-Users also agree that the maximum aggregate liability of RM in contract, tort, negligence, statutory duty or otherwise (even where RM has been advised of the possibility of such loss or damage), for any loss or damage whatever arising from or in any way connected with:
- any failure by RM to process signals, data, information, orders or messages correctly or in a timely manner; and
- any misrouting or non-delivery of signals, data information, messages or orders from you or End-Users to other persons or from other persons to you or End-Users, or any scrambling or distortion of data or information contained therein; and
- any liability not excluded by this Agreement;
shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve month period be limited to £250,000. This limit shall also apply in the event that any exclusion or other provision contained
in this Agreement is held to be invalid for any reason and RM becomes liable for loss or damage that could otherwise have been limited.
8. Changes To Access Or Content of the LearningAlive Web Site
We may alter without notice the arrangements for access to the Service or change the content, presentation and/or facilities of the Service.
You and End-User access to the Service may be occasionally restricted or suspended until further notice, if in the sole discretion of RM it judges that it is reasonable to do so, including without limitation, to allow for repair, maintenance or improvement of the Service, to preserve the integrity or security of the Service or the introduction of new facilities or services. RM will use reasonable endeavours to restore the Service as soon as practicable after any such restriction.
The Service is accessed by you and End-Users using your or the End-Users' own telephone line. You and End-Users are responsible for paying all telephone call charges incurred while using the Service.
You and End-Users are responsible for providing a suitable PC, modem and any other items of hardware or communications equipment necessary to enable you and End-Users to access the Service. RM shall not be responsible for:
- Your or End-Users' inability to access the Service where such inability results from any incompatibility between software and hardware used by you or them and any software supplied by RM;
- any fault or underperformance in, or delay in the provision of, any telecommunication line.
9. Changes To This Agreement
We may add to or change these terms and conditions. It is your and the End-Users responsibility to refer to these terms and conditions on accessing the Service. Changes will be effective immediately after posting to the Service and you and End-Users will be deemed to have accepted any change if you and End-Users continue to access the Service after that time.
10. Material Submitted By End-Users
Certain elements of the Service may contain material submitted by End-Users. We do not accept any responsibility for the content or accuracy of such material.
Any material or information transmitted to or posted to the Service by any means will be treated as non-confidential and non-proprietary and may be disseminated or stored or used by us for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and services.
Do not post or transmit to or from the Service any unlawful, threatening, defamatory, obscene, scandalous, inflammatory, pornographic or profane material or any other material which could give rise to any civil or criminal liability.
11. Force Majeure
We shall have no liability to you or End-Users for any interruption or delay in access to the Service irrespective of the cause.
This Agreement shall be governed by the laws of England and Wales and the parties shall submit to the jurisdiction of the English Courts.
13. Third Party Rights
Both parties expressly agree to waive any rights that they may have under the Contracts (Rights of Third Parties) Act 1999 to bring a claim in respect of any other agreement entered into between the parties to this Agreement in relation to the subject matter of this Agreement, and that any third party mentioned in this Agreement, either specifically or by implication, shall be expressly excluded from bringing a claim under the said Act.
We may assign the benefit of this Agreement to another party and you shall owe to the assignee all obligations to be performed by you under this Agreement as if the assignee were named in place of us. By signing this Agreement you consent to such assignment.
15. Data and Privacy
We use the information we collect about you and End-Users to process orders and to provide information to the educational institution and its employees.
What information do we collect? How do we use it?
When you order, we need to know the name, e-mail address, delivery address and method of payment. This allows us to process and fulfil the order and to notify order status.
We also ask for the information about End-Users in order to assign user identification and passwords.
We also ask for telephone numbers which enables us to contact you or the End-User urgently if there is a problem with the order
When you or the End-User enters a contest or other promotional feature, we may ask for the name, address and e-mail address so we can administer the contest and notify winners.
We may also use the information we collect to occasionally notify you and End Users about important functionality changes to the Web site, new RM services and special offers we think are valuable.
We may report on pupil progress to teachers within a school to facilitate overall effectiveness in the school.
How does RM protect customer information?
The Service requires some of your staff and student data to be held centrally on a server. RM Education plc will need to access this data regularly to monitor the performance of the system but undertakes to keep all of this information confidential to the school and not to use this data for any other purpose. All information supplied by you to us will be treated in a responsible way and we shall always abide by the Data Protection Acts 1984 and 1998 and EC Directive No951461EC.
What about "cookies"?
"Cookies" are small pieces of information that are stored by End-Users on their computer's hard drive. Our cookies enable us to monitor the pages visited. Most Web browsers automatically accept cookies. End-Users will not be able to use the Service if they disable cookies on the browser.
Will RM disclose the information it collects to outside parties?
RM does not sell, trade or rent personal information to others. We may choose to do so in the future with trustworthy third parties. Also, RM may provide aggregate statistics about our customers, sales, traffic patterns and related site information to reputable third-party vendors, but these statistics will include no personally identifying information.
In addition to directly providing information to RM, End-Users might also provide personal information through chat sessions, e-mail exchanges or bulletin board use made available to End-Users by RM. The privacy obligations set out in this Clause 15 does not cover this type of transfer of personal information. End-Users should always be careful when distributing personal information in this manner.
Unless otherwise stated all contents of this LearningAlive Internet site are copyright © 2001-2004 RM Education plc.
RM is a registered trademark of RM Education plc.