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End User Licence Agreement (EULA)

Last updated 17 December 2019

PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Train Visual Ltd (company no: 03595911) registered at 28 Attimore Road, Welwyn Garden City, Hertfordshire AL8 6LP (Train Visual, us or we) for your use of, and access to, the HOW2s Application.

We grant you a Licence to access the HOW2s Application on one of the following basis:

  1. Your employer or a third-party on your behalf (referred to as Customer in this Licence) has purchased a licence for a subscription fee for you to access and use the HOW2s Application; or

  2. You are accessing the HOW2s Application on a trial period for a period of 2 weeks or as otherwise agreed by us;

and you have been provided access to the HOW2s Application by way of log in details.

For the avoidance of doubt, we remain the owners of the HOW2s Application and all the intellectual property rights in and related to it and all its content at all times.

OPERATING SYSTEM REQUIREMENTS:

To use the HOW2s web app you need an internet connection and an up-to-date web browser. We support the most recent versions of commonly-used web browsers such as Chrome, Edge, Firefox, Internet Explorer and Safari. Though Edge has replaced Internet Explorer as the default browser in Windows 10, we currently continue to support version 11 of Internet Explorer.

Each user is also required to have an email address at which they can receive email.

AGREED TERMS

  1. GRANT AND SCOPE OF LICENCE, MINOR CHANGES AND UPDATES

    1. In consideration of you agreeing to abide by the terms of this Licence and our agreement with the Customer for your use of the HOW2s Application, Train Visual hereby grants to you a personal, non-exclusive, non-transferable licence to access the HOW2s Application via the log in details provided on the terms of this Licence until terminated in accordance with this Licence or terminated in accordance with our agreement with the Customer.

    2. Subject to clause 1.3, you:

      1. may only access the HOW2s Application for your personal use to undertake any training for the purposes of improving your teaching technique, as required by our Customer. For the avoidance of doubt you will only be provided access to the training materials the Customer has purchased on your behalf;

      2. agree that we may update the HOW2s Application as and when necessary in accordance with any agreement we have with the Customer;

    3. In the event you are accessing the HOW2s Application for a trial period, you may only access the HOW2s Application in order to consider whether or not you wish to purchase a subscription to the HOW2s Application as a Customer, therefore you will be treated as a business user. We reserve the right to limit access to the full features of the HOW2s Application whilst you are using it during the trial period.

  2. USE OF THE HOW2S APPLICATION

    1. We do not guarantee that the HOW2s Application, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the HOW2s Application for business and operational reasons.

    2. Where the HOW2s Application contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

    3. The HOW2s Application may include information and materials uploaded by other users of the HOW2s Application. This information and these materials have not been verified or approved by us. The views expressed by other users on the HOW2s Application do not represent our views or values.

    4. Whenever you make use of a feature that allows you to upload content to the HOW2s Application, or to make contact with other users of the HOW2s Application, you must comply with the content standards set out at clause 3 below. You further warrant that any such Contribution complies with clause 3 below, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

    5. Any content you upload to the HOW2s Application will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the HOW2s Application a limited licence to use, store and copy that content and to distribute and make it available to third parties.

    6. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the HOW2s Application constitutes a violation of their intellectual property rights, or of their right to privacy.

    7. The Customer is responsible for deciding whether the HOW2s Application is appropriate for use in its context and we make no representations in respect of this.

    8. The use of graphics is intended to make it easier for users to understand the teaching techniques on the HOW2s Application. The Customer is responsible for deciding on whether or not a technique is relevant and appropriate to its context and, in the event that it deems it to be, for adapting it for use within their context.

  3. INTERACTIVE SERVICES

    1. The HOW2s Application interactive services includes messaging services and content sharing facilities (within the HOW2s Application) (together referred to as the Interactive Services.

    2. We are under no obligation to oversee, monitor or moderate any Interactive Services we provide on the HOW2s Application, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Services by a user in contravention of our content standards, whether such service is moderated or not.

    3. If you wish to complain about information and materials uploaded by other users please contact us on info@trainvisual.com.

    4. The following content standards (which must be complied with in spirit as well as to the letter) apply to any and all material which you contribute to the HOW2s Application (Contribution), and to any Interactive Services associated with it:

      1. A Contribution must: 1. Be accurate (where it states facts). 2. Be genuinely held (where it states opinions). 3. Comply with the law applicable in England and Wales and in any country from which it is posted.

      2. A Contribution must not:

        1. Be defamatory of any person.
        2. Be obscene, offensive, hateful or inflammatory.
        3. Promote sexually explicit material.
        4. Promote violence.
        5. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
        6. Infringe any copyright, database right or trade mark of any other person.
        7. Be likely to deceive any person.
        8. Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
        9. Promote any illegal activity.
        10. Be in contempt of court.
        11. Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
        12. Be likely to harass, upset, embarrass, alarm or annoy any other person.
        13. Impersonate any person, or misrepresent your identity or affiliation with any person.
        14. Give the impression that the Contribution emanates from Train Visual, if this is not the case.
        15. Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
        16. Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
        17. Contain any advertising or promote any services or web links to other sites.
    5. Failure to comply with clause 3.4 constitutes a material breach of this Licence, and may result in our taking all or any of the following actions:

      1. Immediate, temporary or permanent withdrawal of your right to use the HOW2s Application.

      2. Immediate, temporary or permanent removal of any Contribution uploaded by you to the HOW2s Application.

      3. Issue of a warning to you.

      4. Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

      5. Further legal action against you.

      6. Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

      In all cases above the Customer will be notified immediately.

    6. We exclude our liability for all action we may take in response to breaches of clause 3.5. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

  4. RESTRICTIONS

    1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:

      1. to not reveal or disclose your log in details for the HOW2s Application to any third party unless we expressly agree in writing. If you know or suspect that anyone other than you knows your user identification or password, you must promptly notify us at info@trainvisual.com

      2. to comply with all applicable technology control or export laws and regulations.

    2. In respect of the intellectual property in the HOW2s Application, these works are protected by copyright laws and you agree and undertake:

      1. not to copy in full or in part content from the HOW2s Application, except where such copying is incidental to normal use of the HOW2s Application. Where any such copying is carried out, our status (and that of any identified contributors) as the authors of content must always be acknowledged. For the avoidance of doubt, if you are accessing the HOW2s Application during a trial period such copying would not be incidental to your use and therefore is expressly prohibited.

      2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the HOW2s Application nor permit the HOW2s Application or any part of it to be combined with, or become incorporated in, any other programs;

      3. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the HOW2s Application nor attempt to do any such things;

      4. that where any express permissions are included in the HOW2s Application to download or print specific content, you will not modify any such materials or use for any purpose apart from that which could be reasonably expected for a teacher using the HOW2s Application to develop and improve their own teaching technique. For the avoidance of doubt, during a trial period you will not be permitted to print or download any content from the HOW2S Application.

      5. to not use the content or information of the HOW2s Application for commercial purposes or in any other way apart from that expressly agreed in this Licence.

  5. INTELLECTUAL PROPERTY RIGHTS

    1. You acknowledge that all intellectual property rights in the HOW2s Application throughout the world belong to us, that right to access the HOW2s Application is licensed only to you and the content of the HOW2s Application and its intellectual property is not sold to you, and that you have no intellectual property rights in, or to, the HOW2s Application other than the right to access the HOW2s Application in accordance with the terms of this Licence.

    2. You acknowledge that you have no right to have access to the HOW2s Application in source code form.

  6. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

    1. The HOW2s Application is not designed to be used by you for commercial purposes, however if you are accessing the HOW2s Application on a trial period, you are a business user.

    2. Whether you are a consumer or a business user, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation by us.

    3. If you are a business user:

      1. we exclude all implied conditions, warranties, representations or other terms that may apply to the HOW2s Application or any content on it.

      2. we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

        1. use of, or inability to use, the HOW2s Application; or
        2. use of or reliance on any content displayed on the HOW2s Application.
      3. In particular, we will not be liable for:

        1. loss of profits, sales, business, or revenue;
        2. business interruption;
        3. loss of anticipated savings;
        4. loss of business opportunity, goodwill or reputation; or
        5. any indirect or consequential loss or damage.
    4. If you are a consumer user please note that we only provide the HOW2s Application for your private use to improve your teaching technique. You agree not to use the HOW2s Application for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

  7. INDEMNITY FOR BUSINESS USERS

    You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach of this Licence. Liability under this indemnity is unlimited.

  8. TERMINATION

    1. We have the right to disable your access and log-in to the HOW2s Application if in our reasonable opinion you have failed to comply with any of the provisions of this Licence.

    2. Subject to clause 8.3, we may terminate this Licence:

      1. immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so;
      2. you provide your log in details to a third party;
      3. you breach clause 3.4 of this Licence;
      4. our agreement with the Customer terminates or we suspend provision of our services to the Customer.
    3. In the event that you have been given access to the HOW2s Application on a trial basis this Licence will terminate after 2 weeks. We reserve the right to terminate this access immediately and without notice at our complete discretion before the end of the period stated in this clause 8.3 or, if such period is extended, at any time thereafter.

    4. Upon termination of this Licence for any reason:

      1. all rights granted to you under this Licence shall cease; and
      2. you must cease all activities authorised by this Licence.
  9. COMMUNICATIONS BETWEEN US

    1. If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email at info@trainvisual.com

    2. If we have to contact you or give you notice in writing, we will do so by email to the email address we have been provided by the Customer or you.

  10. HOW WE MAY USE YOUR PERSONAL INFORMATION

    Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in the privacy policy and it is important that you read that information.

  11. OTHER IMPORTANT TERMS

    1. We may transfer our rights and obligations under these terms to another organisation.

    2. You may not transfer this Licence and/or your rights under it to any other party.

    3. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    4. Each of the clauses of this Licence operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

    5. If we do not insist immediately that you do anything you are required to do under this Licence, or if we delay in taking steps against you in respect of your breaching this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

    6. This Licence is governed by English law and you can bring legal proceedings in respect of it in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.