Absorb

Absorb License Agreement

Definitions

The Site: all of the content, facilities, software, and other internet services provided by us at any time at the internet address www.absorblearning.com, or any other address which may mirror or replace this; and any such materials or services which are delivered by other means and are marked or identified as part of an AbsorbLearning.com service.
Active Account: an AbsorbLearning.com service for which your Institution has a valid account in accordance with this Agreement
Absorb Product: an individual title/subject from the Absorb Courseware series
We, Us, Our: Sumdog Ltd, of 43 Queensferry Street Lane, Edinburgh, EH2 4PF, UK
Users: members of your Institution, including both Teachers and Students, who have been granted access to the Site
Login Details: a collective term for a User's Password and Username
Username: the alphanumeric string identifying an individual User
Password: the alphanumeric string which, when combined with the Username, permits access to the Site
Teachers: users of the Site who can access and update Active Account settings and details
Students: users of the Site who do not have access to Active Account settings and details
Personal Data: specific information related to or identifying users of the Site, including the User's email address
Associated Agreements: any other legal agreements which cover Your use of the Site, including - but not limited to End-User Licence Agreements for Software downloaded from the Site, and the Site Terms of Use.

1. Access to the Site

1.1. We will provide Users at Your Institution with access to areas of the Site for which your Institution has an Active Account, in accordance with this License Agreement and any Associated Agreements.

1.2. By accessing the Site, you show that you agree to be bound by and comply with the terms of this License Agreement and any Associated Agreements. Breach of any Associated Agreements will also constitute a breach of this License Agreement.

1.3. Your Institution must be entirely at a single postal address. For the purposes of this License Agreement and any Associated Agreements, each different postal address will be deemed to be a different Institution. Each different Institution needs its own Active Account for an Absorb Product if it is to access that product.

1.4. The Site is provided on an "as is" and "as available" basis, without any representation or endorsement.

1.5. We reserve the right to

1.5.1. modify or withdraw, temporarily or permanently, the Site - or any part of the Site - without being required to provide notice to you;

1.5.2. change any aspect of the Site at our sole discretion, including - but not limited to - the materials available and the access privileges of Users;

1.5.3. remove any materials on the Site that we judge to be undesirable or unacceptable, or which contravenes this License Agreement.

1.6. You agree that we shall not be liable to you or any third party for any such modification or withdrawal of the Site.

1.7. We shall make all reasonable efforts to maintain the Site. However, the Site will be subject to change from time to time. You accept that you will not be eligible for any compensation due to inability to use any part of the Site, or because of a failure, suspension or withdrawal of all or part of the Site due to circumstances beyond our control.

1.8. You are responsible for ensuring that any Users - whether Teachers or Students - to whom you give Login Details in accordance with this Agreement are aware that, by using the Site, they agree to be bound by this License Agreement, and that they understand their responsibilities under this Agreement.

1.9. Users who log in to the Site as Teachers must be over 16 and currently employed to teach, administer or supervise at the Institution.

1.10. Users who log in to the Site as Students must physically attend the Institution (or normally be required to physically attend the institution, but be temporarily prevented from doing so by illness or injury), and must be enrolled on a course at the Institution.

2. Using the site

2.1. When using the Site, you agree that:

2.1.1. you will only use the Site in a manner that is consistent with this License Agreement, and also in accordance with all relevant laws and regulations;

2.1.2. you will show courtesy to, and demonstrate respect and consideration for, other people;

2.1.3. in the event that you have any right, claim or action against another user arising out of another user's use of the Site, then you will pursue it only against that user, and independently of and without recourse to Sumdog Ltd.

2.2. When using the Site, you agree that you will not:

2.2.1. use the Site for any illegal purpose;

2.2.2. attempt to access any part of the Site for which you are not authorised;

2.2.3. take any action which hides your true identity, or falsify the true origin or ownership of any material;

2.2.4. transmit unsolicited messages for commercial purposes, or chain letters, or pyramid-selling schemes;

2.2.5. subscribe others to subscription-based or other email lists unless you have express written permission to do so;

2.2.6. collect or store personal data about other Users, except where permitted and required in using the Site and where performed in accordance with this License Agreement;

2.2.7. transmit, or collect user and/or third party contact details for supplying to a third party, for collation into a database collation or for direct marketing;

2.2.8. transmit bulk messages or send many or very large messages which may annoy the recipients or cause their systems to fail;

2.2.9. alter or damage the Site or the systems of Sumdog Ltd or those of related parties, or block their communications;

2.2.10. transmit through or onto the Site in any way any materials, software or any other computer code, files or programs which may be harmful to any software, hardware or telecommunications equipment;

2.2.11. transmit through or onto the Site in any way any material which is of a defamatory, offensive, obscene or menacing nature, or that may cause annoyance, inconvenience or needless anxiety to others;

2.2.12. transmit through or onto the Site in any way any material, or use the Site in any manner, which violates or infringes the rights of any other individual or organisation;

2.2.13. interfere with or disrupt the Site, its servers or other infrastructure associated with it, or contravene any requirements, procedures, policies or regulations of networks connected to the Site or otherwise use the Site in a way that may cause the Site to be interrupted, damaged, rendered less efficient or impaired;

2.2.14. assist, facilitate or promote the performance of any of these actions in clause 2.2 by any other party.

2.3. If at any time you do not use the Site in a manner that is consistent with this Agreement, we may choose, at our sole discretion, to immediately terminate all of your Active Accounts.

3. Registration, Login Details and Security

3.1. When providing Personal Data to us, you agree that you will give accurate, true and complete information about yourself.

3.2. You agree not to impersonate any other person or entity, and that you will not use a false name, or a name that you are not authorised to use.

3.3. We reserve the right, in our sole discretion, to decline any application from you to register a user of the Site.

3.4. A nominated Teacher will notify us immediately of any changes to your Personal Data by using the account 'Admin' function on the Site.

3.5. We reserve the right to modify the Password you select or provide you with Login Details of Our choice if those Login Details infringe or violate the rights of any person or third party, or are in any way improper or inappropriate.

3.6. Each User is responsible for keeping any Login Details, which she or he is given or creates, fully confidential.

3.7. Each Teacher user is fully responsible for all actions which occur under his or her Login Details, wherever the actions occur and irrespective of whether the activities are made by that User, in particular, but not limited to, any actions described in this License Agreement.

3.8. Your Institution is fully responsible for all actions which occur under the Student Login Details allocated to your Institution, in particular, but not limited to, any actions described in this License Agreement.

3.9. You agree to notify us immediately if you believe there has been unauthorised use or a breach of security of any Login Details allocated to your Institution, or if any misuse occurs by any User at your Institution.

4. Termination

4.3. We may terminate any or all Active Accounts held by your Institution at any time, and at our sole discretion:

4.3.1. if we believe, in our opinion, that you have breached any part of this License Agreement or any Associated Agreements, or acted in a manner inconsistent with the spirit of any of them; or

4.3.2. if for any reason we cease to provide the Site.

You acknowledge that we do not have to give you prior notice of any such termination, and you shall not be liable for any compensation.

4.4. Upon termination of this Agreement, for whatever reason, we may delete your username, password and any emails and data stored on the Site by you or on your behalf. Furthermore, all Users at your Institution will cease to be authorised to access the Site, and your and their rights under this License Agreement will no longer be valid.

5. Changes to the License Agreement

5.1. We reserve the right to modify or add to this License Agreement from time to time.

5.2. We reserve the right to define additional guidelines or rules for new or modified services, which will then form new Associated Agreements, and which may then be modified from time to time.

5.3. Modifications or additions to this License Agreement will be notified to you by being posted on the webpage carrying the Absorb License Agreement, which is accessible from any AbsorbLearning.com webpage. Modifications or additions to Associated Agreements will be notified to you by being posted on the page containing that Associated Agreement, or such other place where the Associated Agreement is available to the User.

5.4. It is your responsibility to be aware of such modifications or additions. Any modifications or additions will come into effect as soon as they are posted, and if you make access to or use the Site after that time you will signify your agreement to them.

6. Copyright and Limited Permission to Copy

6.1. Unless otherwise stated, the copyright, trademarks and all other intellectual property rights in any material supplied through the Site or forming part of the Site shall remain at all times vested in Sumdog Ltd or its licensors.

6.2. You may

6.2.1. print extracts from materials which you are permitted to access as part of your Institution's Active Subscriptions, for your own personal use, or for use at Your Institution.

6.3. You may not

6.3.1. reproduce materials in any other way, in particular, but not limited to, any commercial or public use,

6.3.2. copy, reproduce, store, distribute or transmit such materials, except as permitted in this Agreement,

6.3.3. modify or create derivative works from such materials,

6.3.4. assist, facilitate or promote the performance of any of these actions in clause 6.3 by any other party,

without the prior written permission of Sumdog Ltd, which may require the payment of a specified fee.

6.4. You are solely responsible for any material that you submit, uploaded or posted on the Site. If you submit any material to the Site, you agree that:

6.4.1. you grant us an unrestricted, royalty-free, perpetual, worldwide license to use, reproduce, modify, publish, translate, distribute or create derivative works from that material;

6.4.2. you irrevocably and unconditionally waive the benefit of any provision of law known as moral rights of authors or any similar law in any country in perpetuity in respect of that material.

6.5. You may not submit third party proprietary information to us without first obtaining permission from the owner.

7. Limitation of liability and indemnity

7.1. Unless described in an Associated Agreement for a particular product or service, we make no warranties of any kind, either express or implied:

7.1.1. in relation to the Site or any products or services offered on the Site, whether by us or our behalf. This includes - but is not limited to - warranties of non-infringement, compatibility, quality, fitness for a particular purpose, security, accuracy or completeness.

7.1.2. that the Site or products or services offered on the Site whether by Sumdog Ltd or on its behalf will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Site or the server on which those products or services are offered are free of viruses or bugs or are fully functional, accurate, or reliable.

7.2. We will not be liable for any loss of content or material occurring as a result of accessing, using, or transferring information to or from, the Site.

7.3. Notwithstanding any other provision in this License Agreement, nothing in this section shall limit your rights as a consumer under Scots law.

7.4. We will not be liable for any losses whatsoever in any representations in connection with the Site, or in connection with products or services offered on the Site (whether by us, or on our behalf). This is irrespective of whether such losses are economic, of goodwill or reputation, and of whether they are indirect or consequential, and of whether or not such losses were within the contemplation of either party when the event that gave rise to the loss occurred.

7.5. Nothing in this License Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our employees or agents.

7.6. You agree that you fully indemnify us against all claims, liability, losses, costs and expenses - including legal fees - suffered by us which arise from a breach of this License Agreement by you. You also agree that you fully indemnify us against all other liabilities arising from your use of the Site, or from use of the Site by any other person who accesses the Site using your Login Details, computer or internet account. Furthermore, you agree that you are fully responsible for such claims, losses, costs and expenses or liabilities.

8. Data protection and privacy

8.1. We may choose to monitor any activity and content associated with the Site; however, we shall not be obliged to do so.

8.2. We may choose to investigate any reported violation of or complaints under this License Agreement, and we may take any action that we think is appropriate. Such action may include - but is not limited to - warning, suspending, terminating or attaching conditions to a User's access.

8.3. You accept and agree that

8.3.1. we may convey all or part of Your Personal Data to independent auditors, solely for the purpose of verifying site usage statistics.

8.3.2. as part of any verification process it is possible that you may be contacted by independent auditors and asked to confirm that you have registered with the Site.

8.4. Subject to the provisions of this License Agreement, and except as required or permitted by law,

8.4.1. it is against our policy to monitor or review private electronic messages sent or received by you;

8.4.2. we will not intentionally view the contents of a private message from one user to another without the consent of the sender or recipient;

8.4.3. we will not intentionally disclose the contents of any private message - other than to the sender or an intended recipient - without the consent of the sender or recipient.

8.5. We reserve the right to disclose your Personal Data where necessary:

8.5.1. to third parties where a complaint arises concerning your use of the Site, and that use is deemed by us to be inconsistent with these User Conditions; or

8.5.2. if requested by the police or any authority investigating suspected illegal actives, or if we receive a court order to do so;

8.5.3. in relation to any actual or threatened court proceedings in connection with Your use, or the use of anyone under your control, of the Site.

8.6. You accept and agree that, when you provide us with Personal Data for yourself or another User:

8.6.1. we may send you communications by email, post or telephone containing news and information connected with Absorb Products, or other Sumdog Ltd activities.

8.6.2. you do not object to us or our representatives contacting you for any reason outlined in this paragraph, Data Protection and Privacy, whether by telephone, email or in writing.

8.6.3. you confirm that you do not and will not consider any of the above as being a breach of any of your rights under the Telecommunications (Data Protection and Privacy) Regulations.

8.7. Except as described in this paragraph, Data Protection and Privacy, or where authorised by you in writing or in an Associated Agreement, we will not pass on your Personal Data to any other party.

9. Third Parties and External Links

9.1. The Site may carry advertising or promotions for other Sumdog Ltd products or services.

9.2. You acknowledge and agree that

9.2.1. the Site may carry links to third party websites, who may offer you goods or services or the opportunity to take part in promotions;

9.2.2. we are not responsible for the availability or quality of, or material contained within, such websites;

9.2.3. we shall not be responsible for services provided by third parties on the Site nor for any damage, loss or offence caused, or alleged to be caused, by or in connection with your usage of or reliance on any website or other materials provided by such third parties.

9.2.4. all of your dealings with any third parties who you may contact through the Site are solely between you and such third parties.

9.2.5. we can accept no responsibility or liability whatsoever for any loss or damage of any sort incurred or suffered by you resulting from such dealings or from the presence of any third parties on the Site.

10. General provisions

10.1. Entire Agreement: This License Agreement, together with any Associated Agreements, constitute the entire agreement between you and us concerning your use of the Site. They supersede any previous arrangement, agreement, undertaking or proposal, whether written or oral, between you and us in relation to the Site.

10.2. Interpretation

10.2.1. The interpretation of this agreement will not be altered by any oral communication from either party.

10.2.2. The headings in this Agreement are for convenience only, and shall not affect its interpretation.

10.3. You confirm that, when accepting this License Agreement, you have not relied on any representation, except where expressly incorporated into this Agreement. Furthermore, you accept that you shall have no remedy in respect of any misrepresentation if such misrepresentation has not become a part of this Agreement or any Associated Agreements.

10.4. Severability: If any part of this License Agreement is deemed invalid or illegal, it shall not affect the validity, enforceability or legality of the rest of the License Agreement.

10.5. Unless otherwise expressly stated, nothing in this License Agreement or any Associated Agreements shall create any rights or any other benefits whatsoever in favour of any person other than you and us

10.6. No Waiver: Failure by either party to exercise or enforce any right under this License Agreement shall not be deemed to be a waiver of that right, and will not bar the exercise or enforcement of that right or of any other right on any later occasion.

10.7. Notices:

10.7.1. You may serve a notice on us concerning this agreement by sending it by email to support@absorblearning.com or by post to Sumdog Ltd, 43 Queensferry Street Lane, Edinburgh EH2 4PF, UK. As proof of sending does not guarantee the receipt of your notice, you must ensure that you have received an acknowledgement from us.

10.7.2. We may serve a notice on you by sending it to your email address or postal address as registered in the Site.

10.7.3. You are responsible for notifying us of any change to your email or postal address.

10.7.4. Notices will be deemed to have been served one hour after transmission by email or 3 days after despatch by post.

10.8. Assignment: You may not assign any of your rights and obligations under this License Agreement unless we have given our prior written consent, which will not be unreasonably withheld. However, we reserve the right to assign or transfer all or any of our rights and obligations to another party on giving notice to you.

10.9. Force Majeure: Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party's reasonable control.

10.10. Governing Law: this License Agreement shall be governed by Scots law, and you agree to submit to the exclusive jurisdiction of the Scottish courts.