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OFF-SITE LEARNING PLATFORM TERMS OF USE

Thank you for using the onSponge Off-site Learning Platform (“OLP”).

Please read these Terms carefully. By using OLP or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and onSponge (“Agreement”). onSponge (“onSponge,” “we,” or “us”) is in the business of providing cognitive and skill based educational services and resources which is operated and in accordance with the distinctive Oodles System. OLP is a channel for electronic lesson delivery and is part of the Oodles System. The OLP is offered through Google Classroom, Zoom, and any other website or mobile application owned, operated or controlled by us (collectively referred to as the “Service”). onSponge has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).

Terms of Use ("Terms")

Last updated: 20 April 2020

1. ACCOUNT

  1. Eligibility

    In order to use the Service, you must:
    1. complete the account registration process;
    2. agree to these Terms;
    3. complete, promptly and in full, payment for use of the Service; and
    4. or not do anything that may jeopardise the repute, integrity or performance of the Service.
    By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. You agree to be legally bound by these Terms with your use of the Service. If you disagree with any part of the Terms then you may not access the Service.

    onSponge may refuse service, close accounts of any Members, and change eligibility requirements at any time.
  2. Term

    The term of the Agreement (the “Term”) will begin and will continue for as long as you are a Member or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
  3. Closing Account

    You or onSponge may terminate the Agreement at any time and for any reason by giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your access to OLP without cause, we will refund you a prorated amount of your prepaid access to the Service. If your access to Service is suspended or terminated for cause, such as for a breach or violation of the Agreement there will be no reimbursement or refund.
  4. Changes

    We may change any of the Terms by posting revised Terms on our website. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change or discontinue the Service, or any features of the Service at any time.
  5. Account and Password

    You’re responsible for keeping your Service access credentials confidential. You’re also responsible for any account that you access the Service with and any activity occurring in such account, whether you authorised that activity. You will immediately notify us of any unauthorised access or use of your accounts. In addition, you represent and warrant that all information you provide to us when you access and use the Service, is and will remain complete and accurate.
  6. Disputes

    When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and removal of the account from OLP.

2. PAYMENT & BILLING

  1. To access the Service, you are required to complete full payment as billed to you by us. By paying for and accessing the Service, you may be asked to supply certain information relevant to facilitate your access to the Service. We may change our fees and charges for the Service by giving you one month of notice.

3. RIGHTS

  1. Proprietary and Enforcement Rights

    onSponge own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other Intellectual Property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets according to our Brand Guidelines. We reserve the right, at any time and without prior notice, to remove or disable access to our Service and any content, that onSponge, in its sole discretion, considers to be in violation of these Terms or otherwise harmful or prejudiced to the Services. Wilful infringement of proprietary rights would require us to exercise our rights to enforce, including the use of rights and remedies entitled to us, at law or in equity, to apply to a court of competent jurisdiction for relief by way of restraint, injunction, specific performance, decree or otherwise as may be appropriate to ensure compliance with the provisions.
  2. Privacy Policy

    By signing up to our services, you consent to videos and pictures of the class lesson (delivered regardless of medium) being recorded for training and commercial purposes. These videos and pictures recording will strictly be used for specified purposes, accessed only by authorised personnel, and kept for a limited time duration.

    Our Member’s privacy is important to us. Please read our privacy policy on www.oodleslearning.com for information regarding how we collect, use, and disclose your personal information and protect your privacy when you use the Service.

4. RULES OF USE

  1. Compliance with Laws and Stipulated Use

    You represent and warrant that your use of the Service will comply with all applicable laws and regulations in your respective geography. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations to your local laws and regulations. You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section J.

    You agree to adhere to the OLP requirement (the “Requirements”) as stipulated by onSponge, including but not limited to: coach selection, assignment management and the use of the electronic lesson delivery platform(s). We reserve the rights to change the Requirements at any time without any prior notice. The Requirements and any changes to it will be as communicated, in any form or medium, to Members. By continuing to use the Service, you agree to the Requirement and any changes to it.

5. LIABILITY

  1. Limitation of Liability

    To the extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service; (ii) we won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances; and (iii) our total liability to you arising under or in connection with the Agreement will be no more than what was paid for the Service consumed during the Term. For the avoidance of doubt, in no instance will we be liable for any losses or damages you suffer if you use the Service in violation of these Terms.
  2. No Warranties

    To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.
  3. Indemnity

    You agree to indemnify and hold us harmless from any losses, including all fees and expenses that directly or indirectly result from your use of the Service, third-party claims, any misrepresentations made by you, or a breach of any representations or warranties you’ve made to us.
  4. Equitable Relief

    Your violation of these Terms may cause irreparable harm to onSponge and we have the right to seek injunctive relief or other equitable relief if you violate these Terms.
  5. Links to Third Parties and Disclaimers

    Our Service may contain links to third-party web sites, or services that are not owned or controlled by onSponge (“Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third-party. We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that onSponge shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

6. OTHERS

  1. Entire Agreement

    These Terms and any other agreements that you may have entered into with onSponge make up the entire agreement between us in relation to its subject matter. Where there’s a conflict between these Terms and those terms contained in those other agreements (“Other Terms”), the Other Terms will take precedence and priority to the extent of the conflict.

7. CONTACT US

  1. If you have any questions about these Terms, please contact us.

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