1. Account Information
If a particular product or service offered by Cleverlearn requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You may be asked to choose a password and a user name, and you are entirely responsible for maintaining the confidentiality of your password and account. Your Login name may not include any racist, profane, crude or otherwise be offensive. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Cleverlearn immediately of any unauthorized use of your account or any other breach of security. Cleverlearn will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Cleverlearn or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
2. Billing
(a) You agree to pay all charges that may be required for use of the Cleverlearn Software and Services, as applicable. All charges will be exclusive of value added ("VAT"), sales or other taxes, except as required by law. Cleverlearn reserves the right to modify its prices, charges or fees, provided that any changes shall be posted on the Site. You are therefore responsible reviewing regularly the Site for information regarding fees and charges as well as changes to pricing. Continued use of or non-termination of the Cleverlearn Software and Services, as applicable, shall be deemed to be acceptance of any posted changes in the prices.
(b) To the extent applicable, you agree Cleverlearn may accumulate charges incurred during your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle and that Cleverlearn may delay obtaining authorization from your card issuer until submission of the accumulated charge(s). As a result, you understand that accumulated charges may appear on your credit or debit card statement.
(c) If you are utilizing the Cleverlearn Software and Services under any special promotion, your debit or credit card will be immediately charged for any applicable service fees or charges, without further authorization from you and absent notification from you of your desire to terminate or cancel your account or the service, upon the expiration of any free trial period, or shall be charged any applicable additional fees upon expiration of any promotion.
(d) Cleverlearn may terminate or suspend your use of the Cleverlearn Software and Services or deny you access/use use of the Cleverlearn Software and Services, as applicable, without notice, in the event of (i) any failure to pay any fees or charges, upon rejection by your credit card or debit card issuer of any charges or in the event the card issuer or its agents seeks reimbursement for payments previously made to Cleverlearn and as to which Cleverlearn believes such payments were proper or (ii) your misuse or abuse of the Software or Services or (iii)breach of these Terms and Conditions in any manner. In addition, Cleverlearn has the right to seek any fees, damages, expenses or the like arising from your failure to pay Cleverlearn for the Cleverlearn Software and Services, as applicable, including, but not limited to, fees charged to Cleverlearn by any credit card issuer or its agent as a penalty for reversing any payment (i.e., a charge back fee) as well as collection fees and expenses, court costs, and attorney's fees.
(e) You must promptly notify Cleverlearn in the event of any changes to your account or billing information or in the event your charge card or debit card is canceled for any reason.
PLEASE BE ADVISED:
You expressly agree that all charges are final and non-refundable. You are responsible for all charges resulting from your use of the Cleverlearn Software and Services. Once you sign up for the Cleverlearn Software and Services, as applicable, Cleverlearn will not provide you a refund for any charge made on your credit card, debit card or any payments. If you believe that you have been improperly charged, you must notify Cleverlearn within five (5) days of any invoice or credit card statement, provide Cleverlearn any information necessary to review the claim, and Cleverlearn will attempt to resolve the claim in a timely manner.
CLEVERLEARN DOES NOT CONDONE FRAUD: In the event of any unauthorized use of your account or unauthorized credit card charges or debit card charges, you must notify Cleverlearn, and you will be responsible for such unauthorized use or charges until you notify Cleverlearn. You must also adopt any steps necessary to prevent its further unauthorized use of your account or unauthorized charges.
(f) Upon expiration of any subscription for any of the Cleverlearn Software and Services, or if you signed up for any Cleverlearn Software and Services that has a recurring subscription charges, Cleverlearn shall automatically renew your subscription and charge your credit or debit card. If you do not wish to renew or wish to cancel an ongoing subscription charges, you must notify Cleverlearn at info@cleverlearn.com no less than five (5) days prior to the expiration your subscription or before the commencement of the next billing cycle otherwise you shall be responsible for all fees and charges incurred for such renewal or recurring charges.
(g) Cleverlearn shall have the right to terminate your usage of the Cleverlearn Software and Services immediately, and you shall have no right to a refund of any service fees or charges, in the event you in any manner violate these Terms and Conditions, any applicable License Agreement, the Privacy Policy or any other applicable policy, rule or conditions of use. While you may choose to terminate your account voluntarily at any time, you will not have a right to any refund.
Click here to view all rules relating to the fees charged for the services.
3. No Commercial Use
No User may reproduce, or otherwise utilize, for commercial purposes the information provided by Cleverlearn through the Site or the Cleverlearn Software and Services, without the written permission of Cleverlearn. No User may resell or commercially exploit the data obtained by use of any of the Cleverlearn Software and Services. Your right to use the Cleverlearn Software and Services is personal to you, and you hereby agree not to resell the use of the Cleverlearn Software and Services. No user may use any of the Services, access to the Site or the Software for commercial gain, including advertising, promotion or marketing to members or third parties.
Except as expressly agreed in writing between you and Cleverlearn, no material from the Site may be copied, duplicated, modified, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may use our Site for your personal, noncommercial use only, provided you keep intact all copyright and other proprietary notices. You may not, under any circumstances, use any Content on the Site for any resale or commercial use; any advertising or solicitation of funds or goods or services; any derivative use; any downloading or copying of account information; any reverse-engineering of software; or any use of data mining, robots, or similar data gathering and extraction tools. Modification of the Content or use of the Content for any other purpose is a violation of Cleverlearn's copyright and other proprietary rights.
4. Intellectual Property
Cleverlearn has copyrighted the contents of the Site, as a compilation copyright and that reproductions, redistribution or publication of such content is prohibited without the express written consent of Cleverlearn. The Cleverlearn Software and Services are copyrighted works of Cleverlearn and otherwise protected by the intellectual property laws of the United States and various countries worldwide. Copyright© Cleverlearn 2005. All rights reserved, Cleverlearn Ltd. The use of any Cleverlearn Software is governed by the terms of the end user license agreement which accompanies such products ("License Agreement"). You will be unable to install any of the Cleverlearn Software unless you first agree to the License Agreement terms. The names and logos of Cleverlearn product and services aree trademarks and service marks of Cleverlearn and are protected by intellectual property laws of the United States and several other countries worldwide and that the use or reproduction thereof without express consent shall be prosecuted to the fullest extent of the law. Further, the Site and the Cleverlearn Software and Services may include or contain material of Cleverlearn or third parties protected by copyright, trademark or other laws and that the use or reproduction thereof without express consent shall be prosecuted to the fullest extent of the law.
5. Deny Access/Minors
Cleverlearn reserves the right in its sole discretion to deny access to the Site or any or all of the Cleverlearn Software and Services to any User for any reason whatsoever.
Children must always ask parents or a legal guardian for permission, and provide verifiable consent of a parent or legal guardian, before using the Cleverlearn Software and Services. If Cleverlearn determines that information has been provided by any child without permission of a parent or legal guardian, Cleverlearn will immediately terminate the account and delete the information from our records.
6. Use of Information
By providing information to Cleverlearn, each User hereby grants permission for Cleverlearn to use such information in accordance with and subject to the Cleverlearn Privacy Policy unless a restriction on such use is transmitted by the User to Cleverlearn by email prior to such use (in which event Cleverlearn may deny your use of any of the Cleverlearn Software and Services).
7. Indemnification
Each User hereby indemnifies Cleverlearn, its subsidiaries, affiliates, employees, counsel, agents, and representatives and each of its licensors and service providers against any and all liabilities, expenses (including attorney's fees) and damages relating to Cleverlearn’s use of information provided by such User. You further agree to indemnify Cleverlearn and each of its licensors and service providers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based upon your use of any of the Cleverlearn Software and Services, including any violation of this Agreement or any other Cleverlearn policy, rule or conditions of use posted on the Site or relating to any Cleverlearn Software and Service, by you or any other person using your account, any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third parties.
8. Content
Cleverlearn undertakes no responsibility to review the content of any information provided to Users, including but not limited to information accessed through links to other sites and by using the Cleverlearn Software and Services and User agrees that Cleverlearn shall have no liability for such content.
9. Compliance with Laws
Use of the Cleverlearn Software and Services and access to the Site and CleverClasses are subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). Each User agrees:
(a) To comply with all laws regarding the transmission of technical data exported from any country through the Cleverlearn Software and Services;
(b) Not to use the Cleverlearn Software and Cleverlearn Services for illegal purposes or to provide instructions for illegal or harmful activities;
(c) Not to interfere or disrupt networks connected to the Cleverlearn Software and Services;
(d) To comply with all regulations, policies and procedures of networks connected to the Cleverlearn Software and Services;
(e) Not to use the Cleverlearn Software and Cleverlearn Services to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy or to knowingly receive information relating to (or include links to) pornography, pirated software and/or computer games or other counterfeit goods;
(f) Not to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature;
(g) Not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
(h) Not to use the Software and Services for chain letters, pyramid schemes, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process, and further agree not to attempt to gain unauthorized access to other computer systems. User shall not interfere with another Customer's use and enjoyment of the Cleverlearn Software and Services. You agree not to post links to web addresses, except in user profiles associated with CleverClasses, to harvest or otherwise collect information about others, including e-mail addresses or download or otherwise copy, or provide (whether for a fee or not) to a person or entity any directory of users of Cleverlearn or other usage information or any portion thereof; and
(i) Not to collect and/or distribute personal data concerning other CleverClasses™ members without first obtaining their consent or to impersonate any other person (including any other CleverClasses member or CleverClasses teacher, any Cleverlearn employee or any other person).
In addtion, Cleverlearn will immediately terminate your use of the Cleverlearn Software and Services where it believes, in its sole discretion, You are transmitting or are otherwise connected with any SPAM or other unsolicited bulk email. If actual damages cannot be reasonably calculated, you agree to pay Cleverlearn liquidated damages of $10 for each piece of SPAM or unsolicited bulk email transmitted from or otherwise connected with You; otherwise you agree to pay Cleverlearn's actual damages, to the extent such actual damages can be reasonably calculated.
Cleverlearn reserves the right to terminate the account of any person who violates these policies or any of the rules and policies set forth in this Agreement, the Privacy Policy or the License Agreements.
10. CleverClass Rules of Conduct
In addition to these Terms and Conditions, when using a particular Cleverlearn owned or operated service, you shall be subject to any rules applicable to such service that may be posted from time to time. All such rules are deemed incorporated in this Agreement.
11. Additional Copyright Notice
Cleverlearn Ltd. owns, protects and enforces copyright in its own creative materials and respects the intellectual property of others. This site contains materials of third parties and links to third party sites, portals and directories. As a result, materials of third parties, not owned or controlled by Cleverlearn are included in or linked to the site or are stored or transmitted by or over the site. To the best of Cleverlearn's knowledge, these materials do not infringe the copyrights of others. Upon receipt of proper notice of claimed infringement, Cleverlearn will respond expeditiously to resolve the claim between the notifying party and the alleged infringer who provided the materials in issue, including, where applicable, removing or disabling access to materials claimed to be infringing or by removing or disabling access to links to such material. It is the policy of Cleverlearn to terminate its relationships with third parties who repeatedly infringe the copyrights of others where such parties are known to Cleverlearn to be repeat infringers in connection with their use of Cleverlearn's site, links, or storage and communication systems and networks.
12. Modification of Agreement
This Agreement (and any agreement, rule, or policy relating to the Cleverlearn Software and Services) may be modified by Cleverlearn at any time by publication through the Site or by sending each User an email to the User's email address last provided to Cleverlearn. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE CLEVERLEARN WEBSITE TO OBTAIN TIMELY NOTICE OF SUCH MODIFICATIONS. USER SHALL BE DEEMED TO HAVE ACCEPTED SUCH MODIFICATIONS BY CONTINUING TO USE THE SITE AND ANY OF THE CLEVERLEARN SOFTWARE AND SERVICES AFTER SUCH MODIFICATIONS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH MODIFICATIONS HAS BEEN SENT TO YOU.
13. Modification of Services
Cleverlearn reserves the right to modify or discontinue any of the Software and Services with or without notice. Cleverlearn shall not be liable to User or any third party should Cleverlearn exercise its right to modify or discontinue any of the Cleverlearn Software and Services.
14. Termination
Either User or Cleverlearn may terminate your use of the Cleverlearn Software and Services at any time, with or without cause, upon notice. Any notice by you to Cleverlearn concerning termination or cancellation shall be in accordance with any procedures that may be established by Cleverlearn from time to time in its sole discretion. Cleverlearn also reserves the right to terminate or suspend your use of the Software and Services without prior notice, provided that Cleverlearn will attempt to confirm such termination or suspension by subsequent notice.
15. Assignment
Cleverlearn may assign this Agreement in accordance with the sale of all or substantially all of its stock or membership interest or all or substantially all of its assets to a third party.
16. Disclaimer of Warranties; Limitations on Liability
EACH USER EXPRESSLY AGREES THAT USE OF THE SITE, THE CLEVERLEARN SOFTWARE AND SERVICES IS AT THE USER'S SOLE RISK. NEITHER CLEVELEARN NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SITE OR THE CLEVERLEARN SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND NEITHER CLEVERLEARN NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES WHICH COULD LEAD TO THE INTERRUPTION AND OR DELIVERY OF ANY OF THE SITE OR THE CLEVERLEARN SOFTWARE AND SERVICES; NOR DOES CLEVERLEARN OR ANY OF ITS LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE CLEVERLEARN SOFTWARE AND SERVICES. THE SITE AND CLEVERLEARN SOFTWARE AND SERVICES ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO SUCH SOFTWARE AND SERVICES. NEITHER CLEVERLEARN NOR ANY ONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR THE CEVERLEARN SOFTWARE AND SERVICES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SITE OR THE CLEVERLEARN SOFTWARE AND SERVICES OR INABILITY TO USE THE SITE OR THE CLEVERLEARN SOFTWARE AND SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF CLEVERLEARN OR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF CLEVERLEARN AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SITE AND THE CLEVERLEARN SOFTWARE AND SERVICES OR ANY BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO USE OF THE SITE OR THE CLEVERLEARN SOFTWARE AND SERVICES. YOU HEREBY RELEASE CLEVERLEARN AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.
17. Governing Law; Jurisdiction
The laws of Hong Kong, SAR, excluding its conflicts-of-law rules, shall govern all matters relating to this Agreement and use of the Site, and Cleverlearn Software and Services. The United Nations Convention on contracts for the international sale of goods is expressly disclaimed. Any controversy or dispute arising out of this Agreement, the interpretation of any provision hereof, or the action or inaction of any party hereto shall be submitted to the courts of Hong Kong, SAR. The successful party to any proceeding or litigation relating to this Agreement or the Services shall be awarded reasonable costs and attorney's fees.
18. Severability
If any provision of this Agreement is invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable and the other provisions of this Agreement will remain in full force and effect. The failure of Cleverlearn to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement may not be amended except as provided in this Agreement. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void.
