These Standard Terms of Service and Licence (these “Standard Terms”) are applicable to the Order Form on the website of Alive to the World as from the moment submitted by the entity listed on it (“Subscriber”) to provide access to the products and services identified therein (the “Services”) and to Subscriber’s use of the Services. Each Order Form shall be deemed to be part of these Standard Terms and subject to the terms and conditions set forth herein and shall together comprise the agreement between Subscriber and Alive to the World in respect of the relevant Services. These Standard Terms supersede all other prior and contemporaneous agreements, negotiations, communications or understandings, oral or written, with respect to the subject matter hereof. In no event shall the terms and conditions of any other purchase agreement amend or modify the terms and conditions of these Standard Terms.
- SALE OF BOOKS
For the sale of books Alive to the World as agent for Gracewing Limited (‘Gracewing’), a company registered in England (no. 2134145), whose registered office is at the address given for it on the Companies House website. Alive to the World shall pass on to Gracewing in a timely manner the price agreed between these parties, and shall have no further liability to Subscriber once this is done. If for any reason this is not possible Alive to the World will return the money to Subscriber promptly and have no further liability to Subscriber once this is done.
- RIGHTS OF ACCESS AND USE
2.1. Grant of Licence. Subject to the terms and conditions set forth herein, Alive to the World grants to Subscriber, and its authorised educators, administrators and students employed by Subscriber or enrolled in Subscriber’s program as listed in the Order Form (the “Users”), for the Term, a limited, non-exclusive, non-sublicensable, non-transferable and revocable licence to access the Service(s) and any and all content included therein (the “Content”), pursuant to the terms and conditions set forth in these Standard Terms. Alive to the World may, in its sole discretion, make changes to the Services and/or the Content. All rights not expressly granted to Subscriber and its Users pursuant to these Standard Terms are reserved to Alive to the World, and all uses of the Content by Subscriber and its Users not expressly permitted herein are prohibited.
2.2. Access. Alive to the World shall provide Subscriber access to the Service(s) by the date identified in the Order Form. Access rights granted to Subscriber shall be limited to those access rights necessary to use of the intended functionality of the Service(s). Alive to the World reserves the right to restrict or prevent access to activities or suspected activities that involve security breaches, hacking, distributed denial of service attacks, or uploading a virus, Trojan horse, time bomb, unauthorised application, or any other harmful form of programming or vandalism.
2.3. Permitted and Prohibited Uses
- a) Use for Educational, Non-Commercial Purposes Only. Subscriber and its Users may use the Service(s) and the Content for bona fide educational and research purposes only and may not use them in any commercial or for-profit manner. Alive to the World reserves the right, in its sole and absolute discretion, to limit Subscriber’s and/or any Users’ use of the Service(s) in the event that Alive to the World, in its sole and absolute discretion, deems Subscriber’s and/or such Users’ use thereof to be inconsistent with educational and research purposes, and/or inconsistent with these Standard Terms.
- b) Dissemination of Content. In the course of using any Content as permitted hereunder, Subscriber and its Users may not make the Content, or any part thereof, available to any party who is not a Subscriber or a User, except as permitted herein.
- c) Prohibited Uses. Except as expressly set forth herein, neither Subscriber nor the Users may (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Service(s), the Content, or any portion thereof; (ii) disassemble, decompile, or reverse engineer the Service(s) or any portion thereof, or use a robot, spider, or any similar device to copy or catalog the Content or any portion thereof; (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Service(s)’s or the Content’s control or security systems, nor allow or assist a third party to do so; or (iv) use the Content in a manner that disparages the Service(s), the Content or Alive to the World or its content providers, or in any manner that Alive to the World may, in its sole discretion, deem inappropriate. Subscriber and the Users acknowledge and agree that the Service(s) and the Content possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorised use, and that unauthorised use may cause immediate and irreparable damage to Alive to the World for which Alive to the World would not have an adequate remedy at law. Therefore, Subscriber agrees that, in the event of such unauthorised use, in addition to such other legal and equitable rights and remedies as may be available to Alive to the World, Alive to the World shall be entitled to seek injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
- d) Credentials. Each User shall have a valid generic or individual username, password, passcode, and in certain circumstances, IP authentication, for the purpose of accessing the Service(s) and the Content (the “Log-In Information”). Subscriber and its Users must keep all Log-In Information strictly confidential, and all Log-In Information may be used only by the assigned User. Subscriber and its Users are responsible for maintaining the security and confidentiality of all Log-In Information, and for preventing access to the Service(s) and/or the Content by unauthorised persons using a User’s Log-In Information. Unauthorised access to or use of the Service(s) and/or the Content by someone using a User’s Log-In information may be attributed to such User. Subscriber acknowledges that Alive to the World may require access to Subscriber’s systems in order to perform single sign-on integration services to facilitate User access to the Service(s) and Content. Subscriber hereby grants to Alive to the World a limited licence to access such systems.
- e) Home Access Users.Subscriber shall be entitled to permit Users who are registered as current students of Subscriber (or, if relevant, an educational establishment whose address is listed on the Order Form) to access and use the Service(s) remotely from any location (“Student Home Access Users“) provided that (i) Subscriber has received Alive to the World’s prior written consent to permitting such access; and (ii) Subscriber complies and ensures that such Student Home Access Users comply with these Standard Terms. For the avoidance of doubt, where Subscriber represents multiple education establishments, Alive to the World’s consent, or otherwise, will be in relation to each individual educational establishment, rather than all educational establishments, at the addresses indicated on the Order Form (or otherwise agreed with Alive to the World) unless expressly stated otherwise.
2.4 Subscriber Changes to Users. Subscriber may request that Alive to the World change its authorised educators and schools by emailing such changes to Alive to the World at email@example.com. In the event such requested changes result in changes to the delivery of Services or Fees, Alive to the World shall notify Subscriber in writing.
- PROPRIETARY RIGHTS
Alive to the World Property. As between Subscriber, the Users, and Alive to the World, the Service(s) and the Content are the property of Alianza Latinoamericana para la Familia (‘ALAFA’) and are protected by United States, United Kingdom and international copyright and trademark law. By using the Service(s) and the Content, even as permitted hereunder, neither Subscriber nor any of its Users gain any ownership interest in the Service(s) or the Content. Any use by Subscriber of the ALAFA trademarks or logos shall be subject to ALAFA’s prior written consent in each instance.
- PROTECTION OF PERSONAL INFORMATION AND DATA SECURITY.
4.2. Data Security. Alive to the World shall implement commercially reasonable administrative, physical and technical safeguards designed to secure Personal Information from unauthorised access, disclosure, or use. To the extent Alive to the World has entered into a Data Processing Agreement or equivalent (“DPA“) with Subscriber that contains data security safeguards, Alive to the World shall implement those safeguards.
- FEES AND TAXES
5.1. Fees. Subscriber shall pay Alive to the World the fees for the Initial Term (see clause 6.1 below) in the amounts specified in the Order Form (the “Fees”) at the time of ordering. Upon conclusion of the period covered by the initial fees, Alive to the World shall issue Subscriber an invoice for the applicable Fees for the next period. In the event that Alive to the World so permits and Subscriber elects to pay such Fees with a credit card, Alive to the World shall have the right to charge Subscriber a convenience fee. Subscriber shall pay the Fees within thirty (30) days of Alive to the World’s invoice. Failure to pay the Fees in accordance with the Standard Terms shall constitute a material breach by Subscriber. Alive to the World shall be entitled to increase the Fees, in respect of any or all of the Services, in relation to each Renewal Term (as defined in clause 6.1 below) provided that it notifies Subscriber at least sixty (60) days in advance (“Fee Increase Notice“). Subscriber shall be entitled to terminate its Subscription by giving no less than thirty (30) days’ written notice of termination to Alive to the World within such sixty (60) day period, in accordance with clause 6.1 below and such termination to take effect only on the date immediately preceding the applicable Renewal Term.
- FTE Numbers. Subscriber acknowledges that to calculate the appropriate amount of the Fees, Alive to the World may need to know the number of students in full time education at the relevant school(s) (or such other entities as may be appropriate in the circumstances) (the “FTE Number“). Subscriber warrants that the FTE Numbers it provides to Alive to the World are accurate. Where requested by Alive to the World, Subscriber shall provide to Alive to the World the FTE Number that is accurate at that time. However, Alive to the World will be entitled to use the most recent (from time to time) FTE Numbers published by the Department for Education (or such other Government departments as may be applicable from time to time) as the basis on which the applicable Fees are calculated.
5.3. Taxes. All amounts payable under this Agreement are expressed exclusive of VAT and other taxes which shall be payable by the Subscriber at the applicable rate from time to time.
- TERM AND TERMINATION
6.1. Term. The term (“Initial Term”) is defined in the applicable Order Form referencing the Standard Terms. Thereafter and in accordance with applicable law, the Term shall automatically renew for additional periods in increments of the Initial Term (“Renewal Term(s)”, collectively with the Initial Term, the “Term”)) unless terminated by either party upon no less than thirty (30) days’ prior written notice prior to the expiration of the Initial Term or Renewal Term, in which event the Term shall expire at the end of the Initial Term or then current Renewal Term. The Fees for the Renewal Term shall be as set forth in the Order Form, or failing that Section 5.1 herein.
6.2. Termination for Breach. In the event that Subscriber or any of its Users breaches any term of these Standard Terms, and such breach is not cured within ten (10) days after receipt of notice thereof from Alive to the World, Alive to the World may terminate these Standard Terms in whole or in part immediately upon written notice to Subscriber and Subscriber and its Users will no longer be entitled to access the relevant Service(s).
6.3. Termination for Bankruptcy. Either party may terminate these Standard Terms immediately if any of the following events occur affecting the other party: (a) voluntary bankruptcy or application for bankruptcy; (b) involuntary bankruptcy or application for bankruptcy not discharged within sixty (60) days; (c) appointment of receiver, administrator or trustee in bankruptcy for all or a portion of the other party’s assets or an encumbrancer takes possession of any portion of the other party’s assets; (d) an assignment for the benefit of creditors; (e) any voluntary arrangement with its creditors or such party becomes subject to an administration order; or (f) anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the affected party.
6.4. Effect of Termination. Upon expiration or termination of these Standard Terms, all rights granted herein shall revert to Alive to the World; all access to and use of the Service(s) and the Content by Subscriber and its Users must cease; and all materials downloaded from the Service(s) by Subscriber or any Users must be erased, deleted, or destroyed.
- GENERAL WARRANTIES
7.1. Alive to the World Warranties. Alive to the World represents and warrants that it has full power and authority to enter into these Standard Terms.
7.2. Subscriber Warranties. Subscriber represents and warrants that (i) it has full power and authority to enter into these Standard Terms and has received all parental and other permissions required to permit Alive to the World to obtain and retain information (including personal information) from Users; (ii) only Subscriber or its Users shall access the Service(s) and the Content; (iii) Subscriber and its Users will at all times use the Service(s) and the Content only as expressly permitted by these Standard Terms; (iv) in the event that Subscriber requests that Alive to the World customise the Service(s) interface with Subscriber’s trade name, trademarks or logos, and/or digitise and/or encode and/or host any of Subscriber’s content on the Content and/or the Service(s), Alive to the World has the right to so use and exploit any and all such trade names, trademarks, logos and content, including without limitation any and all underlying elements (the “Subscriber IP”), and (v) the Subscriber IP, any content, materials, and/or information contributed by Users, and any revisions to the Content by Users does not and will not contain any libelous, unlawful or infringing materials or content, will not infringe upon any party’s proprietary rights, including without limitation statutory or common-law copyright, trademark and right of privacy, and will not violate any law, regulation or right of any kind whatsoever or give rise to any actionable claim or liability.
7.3. Disclaimer of Warranty. THE SERVICES AND CONTENT ARE PROVIDED AS IS, AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THESE STANDARD TERMS, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. ALIVE TO THE WORLD DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE SERVICE(S) OR THE CONTENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ALIVE TO THE WORLD OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ALIVE TO THE WORLD’S OBLIGATIONS HEREUNDER, AND SUBSCRIBER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
To the extent permitted by law, Subscriber and its Users release and waive all claims (whether known or unknown) against Alive to the World, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing, from any and all claims, damages, liabilities, costs and expenses arising out of User’s use of the Service(s) and the Content.
To the extent permitted by law, Subscriber and its Users shall defend, indemnify and hold Alive to the World, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, officers, shareholders, employees, agents and representatives of each of the foregoing, harmless against and from any and all claims, damages, liabilities, costs and expenses arising out of any violation by Subscriber and/or its Users of these Standard Terms, any downloading of the Content, any modification or edit made to any portion of the Content, and the use of any portion of the Service(s) and the Content with products or services not supplied by Alive to the World.
- LIMITATIONS OF LIABILITY
10.1. Consequential damages exclusion. IN NO EVENT SHALL ALIVE TO THE WORLD BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY.
10.2. Aggregate Liability. To the maximum extent permitted by law, in no event shall Alive to the World’s aggregate liability with respect to any matters whatsoever arising under or in connection with the Standard Terms exceed the lesser of the total fees paid by Subscriber to Alive to the World under the Standard Terms within the twelve (12) month period prior to the date the cause of action giving rise to liability arose or £100,000. The foregoing liability is cumulative with all payments for claims or damages in connection with these Standard Terms being aggregated to determine satisfaction of the limit.
10.3. Alive to the World shall not be responsible for the provision or maintenance of any hardware, software or internet connection used by the Subscriber or its Users for the purposes of accessing the Service(s) online (or any element thereof).
10.4. Where a Service contains links to third party websites and/or resources, these links are provided for information purposes only. Alive to the World has no control over the contents of those websites or resources, and accepts no responsibility for them or for any loss or damage that may arise from Subscriber or its User’s use of them.
11.1. If Subscriber is a government entity, Alive to the World understands that government entities may be required to disclose information pursuant to applicable open records acts. Prior to any such disclosure, Subscriber shall make any claim of privilege that may be applicable to prevent such disclosure and will make reasonable efforts to give Alive to the World reasonable prior notice and a reasonable opportunity to resist such disclosure. In all other respects, all provisions of these Standard Terms and materials provided by Alive to the World which are designated as confidential or should reasonably be presumed to be treated as confidential (“Confidential Information”) shall be kept strictly confidential by Subscriber and its Users and may not be disclosed without Alive to the World’s prior written consent, except for any disclosure required by any order of a court or governmental authority with jurisdiction over Subscriber or the disclosure of any information by Subscriber, which is already in, or comes into, the public domain otherwise than through the Subscriber or its User’s unauthorised disclosure.
11.2. Alive to the World Marketing. Subscriber agrees that Alive to the World may reference its business relationship with Subscriber in its marketing, press releases or sales materials.
12.1. Changes. Alive to the World reserves the right to change these Standard Terms (excluding the Order Form) from time to time. Such changes will become effective when Alive to the World posts the revised Standard Terms on the Alive to the World website. Subscriber and Users should check the Standard Terms from time to time, as they are bound by the Standard Terms posted on Alive to the World’s website at the time of access. Any revised Standard Terms shall supersede all previous versions.
12.2. Force Majeure. Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party’s reasonable control shall not be a breach hereof.
12.3. Governing Law. These Standard Terms shall be construed and enforced under the laws of England and Wales without reference to the choice of law principles thereof. User hereby irrevocably consents that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims). User waives any defences based upon lack of personal jurisdiction or venue, or inconvenient forum. If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof. If any provision of these Standard Terms (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.
12.4. No waiver. No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
12.5. Survival. All representations, warranties, and indemnities shall survive the expiration or prior termination of these Standard Terms.
12.6. Headings. Section headings are provided for convenience only and shall not be used to construe the meaning of any section hereof.
12.7. Entire Agreement. These Standard Terms and the Order contain the entire understanding and supersedes all prior understandings between the parties relating to the subject matter herein. They replace and extinguish all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the parties, whether oral or written, in relation to that subject matter.
12.8. Assignment. The rights and obligations of either party under the Standard Terms may not be transferred or assigned directly or indirectly without the prior written consent of the other party, except that Alive to the World may assign the Standard Terms without restriction to an entity that acquires substantially all of its stock, assets, or business. Except as otherwise expressly provided herein, the provisions hereof will inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties.
12.9. Relationship of the Parties. The parties are independent contractors and not joint venture partners or otherwise affiliated. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. There are no third-party beneficiaries under these Standard Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.10. Support Services. Alive to the World support services can be contacted by telephone on 01270 874078 or email at firstname.lastname@example.org (or such other contact details as Alive to the World may provide on its website from time to time). Alive to the World will use reasonable endeavours to respond as soon as reasonably practicable.
Alive to the World is a charitable incorporated organisation registered with the Charity Commission for England and Wales under registered number 1184798 and has its registered office at Churchfields Farm, Smithy Lane West, Barthomley, Crewe, Cheshire, CW2 5DF, England.