This Recolearn Customer Agreement (the “Agreement”) is incorporated by reference into the Recolearn Agreement between Client and Recolearn (the “Agreement”). If you are agreeing to this Agreement on behalf of your company or other legal entity rather than as an individual, then Customer or “you” or “your” shall refer to such entity, and you represent that you have the authority to bind such entity to this Agreement, as well as your company.
a. “Affiliate” means an entity which directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” includes the power to direct the management or affairs and the ownership of 50% or more of the voting equity securities or other equivalent voting interests of an entity;
b. “API” means the Products’ application programming interface;
c. “Laws” means any applicable local, state, federal and international laws and regulations, including privacy laws and associated regulations;
d. “Query” means a request sent to the search API and includes specific user-driven operations, such as submitting a search request, interacting with search facets, requesting subsequent results pages, sorting search results, exporting search results, and automatically-triggered operations, such as dynamically displaying relevant content to a user during data entry, but excludes Recommendations and user-driven operations where search-term suggestions are generated from letter-by-letter typing by a User into a search box, where “Recommendation” means a request sent to the search API which is serviced by an Event Recommendation machine learning model. This model and how it is invoked is controlled by you via the administration tools on your Neurapses account, located in your dashboard;
e. “User” means any authorized end-user of the Products.
f. “Customer Delivered Course” refers to a course that the Customer makes available, presents, or otherwise administers to Authorized Users.
g. LMS Services” refers to the services and resources used to structure and display online courses for Authorized Users, including Supplier’s own course content.
h. “LMS Course Store” refers to the online Course Store site offered as part of the Service where Customer Course Store Courses and related materials can be advertised and made available to other users.
i. “Implementation” means implementation, deployment, and/or training relating to the Software
j. “Order” refers to a product purchase in a schedule, statement of work, order, addendum, or revision signed by both parties.
k. “Software” refers to all offers, including but not limited to updates, revisions, bug fixes, upgrades, and additions, as well as software updated in any way by Recolearn at the request of a client.
l. “Subscriber” is an employee, member, or customer of Client or one of its Affiliates who has been granted permission by Client to access the Software.
m. “Super-Administrator” refers to an Authorized User assigned by Customer with certain administrative duties over the Customer’s account, as described in the Services’ interface.
Supplier’s Services include (a) the LMS Services, (b) the LMS Course Store (as defined in the LMS Course Store Terms), and any new content or features that Supplier may make available from time to time.
Content; Intellectual Property; Third Party Links. In addition to making Products available, this Website also offers information and marketing materials. This Website also offers information, both directly and through indirect links to third-party websites, about nutritional and dietary supplements. Recolearn does not always create the information offered on this Website; instead the information is often gathered from other sources. To the extent that Recolearn does create the content on this Website, such content is protected by intellectual property laws of the India, foreign nations, and international bodies. Unauthorized use of the material may violate copyright, trademark, and/or other laws. You acknowledge that your use of the content on this Website is for personal, noncommercial use. Any links to third-party websites are provided solely as a convenience to you. Recolearn does not endorse the contents on any such third-party websites. Recolearn is not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk. Use of Website; Recolearn is not responsible for any damages resulting from use of this website by anyone. You will not use the Website for illegal purposes. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of the Website by other users, (3) not resell material on the Website, (4) not engage, directly or indirectly, in transmission of “spam”, chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of the Website License. By using this Website, you are granted a limited, non-exclusive, non-transferable right to use the content and materials on the Website in connection with your normal, noncommercial, use of the Website. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from Recolearn or the applicable third party (if third party content is at issue). Posting. By posting, storing, or transmitting any content on the Website, you hereby grant Recolearn a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. You are solely responsible for your interactions with other users of the Website and any content you post. Recolearn reserves the right, but has no obligation, to monitor interactions between and among users of the Website and to remove any content Recolearn deems objectionable, in Recolearn sole discretion.
a. LMS Facilities
Supplier hereby grants Customer a non-exclusive, non-assignable, limited right to access and use the LMS Services solely for Customer’s internal business operations, and up to the maximum number of Customer’s Authorized Users set forth in the applicable Order or Customer’s account.
To use the Services, the Customer must first obtain a valid Recolearn account by registering on the website https://recolearn.com and completing out the registration form with all of the relevant information, including a valid e-mail address (“Registration Data”).
a. Registration To have access to some Services, the customer must first create an account. Customer confirms that the information given for account registration is accurate and will be kept up to date at all times. The customer is solely responsible for maintaining the confidentiality of their account and password, and they take responsibility for any activities that occur under the account. Except for Authorized Users, the customer will not disclose passwords, login credentials, or any account access information with a third party. If the customer has cause to suspect that their account is no longer safe.
b. User Subscription The maximum number of current Authorized Users the Customer may authorize to access and use the Services at any given time must not exceed the maximum number of user subscriptions acquired by the Customer under the Order or specified plan. Each user subscription shall correspond to a distinct Authorized User who will subscribe, access, and utilize the Services via a password-protected Portal login. Each Authorized User is responsible for ensuring the security of their account and password. A single login shared by several Authorized Users is not permitted. Any authorized individual doing such an audit must protect the Customer’s Confidential Information and adhere to the Customer’s reasonable security practices. Customer should take all reasonable endeavors to prevent any unauthorized access.
c. Recolearn is under no duty to validate the data provided by the customer. However, if Recolearn discovers or even believes that the above information is false, incorrect, out of date, or incomplete, Recolearn may suspend or terminate your account and deny all current or future use of the Services (or any part of them). Recolearn cannot and will not be held liable for any loss or damage resulting from your failure to comply with this clause.
Customer agrees to: (a) provide reasonable information and assistance to Supplier to enable the Services to be rendered; (b) comply with all applicable local, state, provincial, national, federal and foreign laws in connection with its use of the Services; (c) notify Supplier immediately upon becoming aware of any unauthorized use of the Services; (d) designate a qualified employee as Customer’s administrator for the Services; and (e) collect, input, and update all Authorized
a. Payment
You agree to pay all costs in line with the Order. Unless otherwise specified in your Order, you agree to pay all amounts due within thirty (30) days after receiving an invoice from Recolearn. If any invoiced amount is not received by the due date, without limiting Recolearn’s rights and remedies, (i) those charges may accrue at the rate of 1% per month or the maximum rate permitted by applicable law, whichever is lower, and/or (ii) Recolearn may condition future subscriptions on payment terms shorter than those provided in this Section. If a payment owed to you under an accurate invoice is late by thirty (30) days or more, Recolearn reserves the right, at its sole discretion, to suspend your access to the Product until payment is received. We will not use our rights under this Section if you are challenging the applicable fees in a reasonable and good faith manner and are working to address the issue. Except as expressly stated in this Agreement, all amounts are nonrefundable, non-cancelable, and non-creditable. If you add Users or other billable units in excess of your Scope of Use during your Term, Recolearn may charge you for the additional Users or billable units in your next billing cycle at the then-currently applicable rates.
b. Taxes
Your payments under this Agreement do not include any taxes or tariffs levied in relation to the Products in the country where the fees were incurred. To the extent that any such taxes or duties are payable by Recolearn, you must pay them in addition to any fees owed under this Agreement. Regardless, you may have received an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that situation, you will have the right to provide Recolearn with any such exemption information, and Recolearn will use reasonable steps to produce such invoicing documentation that may enable you to seek a refund or credit for the amount.
a. Term This Agreement is in effect for as long as you have a valid Term under an Order, unless sooner terminated as permitted in this Agreement.
b. Termination for Breach Either Party may terminate this Agreement before the Term expires if the other Party materially breaches any of the conditions of this Agreement and fails to rectify the breach within thirty (30) days of written notice. Either Party may terminate the Agreement before the end of the Term if the other Party ceases to operate, declares bankruptcy, becomes insolvent, or is otherwise unable to perform its financial commitments.
c. Effect of Termination and Survival Except where an exclusive remedy is indicated in this Agreement, each Party’s exercise of any remedy, including termination, will be without prejudice to any other remedies available to it under this Agreement, by law, or otherwise. Once the Agreement expires, you (and your Users) will no longer be able to use or access any Products, or any information or materials made available to you under this Agreement, including Recolearn Confidential Information. You must erase any of the following from your systems (including any third-party systems run on your behalf) and give written certification to Recolearn that you have done so at our request. All clauses that, by their very nature, will survive any termination.
Recollect that your entire duty, and your only recourse, in law, in equity, or otherwise, with respect to the website content and products, and/or for any breach of this agreement, is strictly limited to the amount you paid, less shipping and handling, for products acquired through the website.
Recolearn will not be liable for any direct, indirect, incidental, special, or consequential damages in any way in connection with this agreement or the products, including liabilities resulting from (1) the use or inability to use the website content or products; (2) the cost of obtaining substitute products or content; (3) any products purchased or obtained or transactions entered into through the website; or (4) any lost profits you allege.
Some jurisdictions do not accept the limitation.
Customer will defend, indemnify, and hold Supplier harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (a) Customer’s violation of any laws or regulations (including with respect to privacy); (b) Customer’s or any Authorized User’s use of the services; and (c) Customer’s violation of any agreements it has
If you have any queries about our Terms and Conditions, please contact us using the information below.
The Long Lodge 265-269
Kingston O Road, Wimbledon SW19 3NW, England, UK
info@recolearn.com
www.recolearn.com
