Purchase Terms & Conditions for the Provision of Additional Services
- Overview of the Additional Services provided to Clients
- Provisions regarding the Additional Services provided to Clients by the Company
- Payment Terms
- General Rules for the Client Generated Content – (1) Client’s Responsibilities and (2) Company’s rights and responsibilities and limitation of liability
- Notice & take down process – Report to competent Authorities
- Intellectual Property
- Subscription Period – Term &Termination
- Applicable Law and Jurisdiction
The following terms and conditions (“Purchase Terms & Conditions” or “Terms” or “T&Cs”) govern the purchase of Additional Services via the opefacademy.com Platform (“Platform”) by clients of the Platform (hereinafter referred to as “Clients”). The Platform is owned and operated by Optimus Education Foundation (OPEF), with business address Ancienne Route Bonaberi, Douala, Littoral Region, Cameroon e-mail firstname.lastname@example.org, (“OPEF” or “the Company”, or “We”). The present Purchase Terms & Conditions apply, together with the Platform Terms & Conditions to any Additional Services purchased by a Client via the Platform. The present Purchase Terms & Conditions lay down the general rules for the provision of the Additional Services by the Company; each Additional Service shall be governed also by the specific provisions and rules applicable to it from time to time (as are either published in the Platform or communicated personally to the Client via email or other means) – (all of the above – general T&Cs and specific provisions and rules - collectively called “the overall Purchase T&Cs”)
If any Client disagrees with the overall Purchase T&Cs (in part or in whole), then such Client may not proceed to purchase any Additional Service and should notify the Company accordingly.
1. Overview Of The Additional Services Provided To Clients
The Client can purchase Additional Services by the Company via the Platform.
1.1 More specifically, the Platform offers to Clients the following services (collectively referred to as the “Additional Services”:
1.1.1 Paid hosting services, including (i) the hosting in the Platform of promotional Client Generated Content (hereinafter referred to as the “Client Generated Content” or the “Client Content” or the “Content”) submitted by the Clients and (ii) the hosting in the Platform of third-party data on behalf of the Clients for a designated period, depending on the Services purchased by Client (hereinafter overall referred to as “Paid Hosting Services”).
1.1.2 Marketing services, i.e. use of Marketing tools for the promotion of the Client Content, such as dynamic ads, commissioned articles, e-mail marketing campaigns and similar items (hereinafter referred to as “Marketing Services”)
1.1.3 Consulting services related to any of the Company’s Services (hereinafter referred to as “Consulting Services”)
1.2 With the exception of the Consulting Services (which are to be purchased in combination with other Additional Services), all Additional Services are independent and distinct from each other and can be purchased separately and/or collectively in one or more Purchase Orders, as described below.
2. Provisions Regarding The Additional Services Provided To Clients By The Company
2.1 General terms for the provision of the Additional Services to the Clients:
2.1.1 The Additional Services offered by Optimus Education Foundation are exclusively provided for professional use to its Clients. By purchasing or using any of the Additional Services, a Client is accepting the overall Purchase T&Cs (the present general Purchase T&Cs and all additional specific provisions and rules applicable to each Service – hereinafter “the overall Purchase T&Cs”)) that overall govern each Additional Service purchased, which form a commercial services agreement between the Company and the Client.
2.1.2 In order to purchase any of the Additional Services provided by the Company, the Client must open or have an active Client Account in the Platform as set forth in article 3 of the Platform T&Cs and submit to the Company a Purchase Order for one or more specific Additional Service(s) following the process designated in the Platform for each Additional Service being purchased.
2.1.3 Each Additional Service is considered as a distinct contract between the Company and the Client governed by the specific overall Purchase T&Cs applicable for the specific Additional Service from time to time (even if more Additional Services are included in one Purchase Order). It is noted however that Consulting Services can only be purchased in combination with one or more Additional Services related to paid hosting of Client hosting (so in that case Consulting Services and Additional Services will be considered as being under one contract). In any other case that a bundle of Additional Services included in one Purchase Order is considered overall as one purchase contract this will be specifically agreed between the parties (Client and Company). Each time a Client must abide with the overall Purchase T&Cs applicable to the specific Additional Services purchased as well as to follow any other specific procedural steps and rules communicated to Client by the Company.
2.1.4 If the Client is a legal entity, the Company may rely on the representations provided by the individual person that opened the Account on behalf of that legal entity as provisioned in article 3.4 of the Platform T&Cs whereby he/she warrants that he/she has the legal capacity and power to (i) act on behalf of and to represent the specific legal entity/Client, (ii) proceed with the registration of the Client in the Platform as well as to open and have access and use the Client Account and the Client Profile, to (iii) accept the Platform’s T&Cs as well as the overall Purchase T&Cs and any other policy document necessary for the provision of the Additional Services by the Company (including but not limited to the warranties, declarations and assignments undertaken from time to time by the Client), and (iv) provide orders (such as Purchase Orders) and to make payments on behalf of and in the name of the entity Client. The same representations are provided by an individual if the Client is a natural person.
2.1.5 In any case, each Client is solely responsible for the security of the Client’s Client Account and Client Profile as well as for any loss or damage incurred by the Client and/or any third party and/or to the Platform and the Company from the use of that Client Account up to the moment the Client explicitly notifies the Company, at email@example.com, of any unauthorized access and/or use of such Client Account or any other breaches of security, which notification is effective as to further activities. The Company is not liable for any acts or omissions by the Clients, including any damages of any kind incurred as a result of such acts or omissions and, where applicable, shall reasonably rely on the warranties and representations of the Clients referred to in 2.1.3 above and that any act and/or omission through the applicable Client Account is conducted by the Client.
2.1.6 The Additional Services are provided on condition of full payment of the designated fees (as per article 3 below). In principle Client Content in the Platform is sorted as laid down below. However, the Company reserves the right to alter at any time the sorting and ordering of any Content, as also provisioned in article 4.2.2 (g).
2.1.7 Clients understand and acknowledge that Users may read and post comments on any Client Content hosted in the Platform, as applicable from time to time at the Company’s discretion. In order to submit a comment Users must register using the third party online public comment sharing platform used by the Platform (DISQUS T&Cs) – hereinafter the “Comments Platform”. The Company does not (and is under no legal obligation) to review the comments Users upload to the Platform via the Comments Platform as provisioned in article 5 of the Platform T&Cs. In any case, the Company reserves the right to delete a comment if it finds out any violation or in case it receives a Takedown Notice pursuant to article 5 herein. Article 4.2 of the Platform’s T&Cs shall apply hereto. The Company is not responsible for any loss or damage that may be caused to any Client and /or any third party due to any comment posted in the Platform; and in any event the liability of the Company is governed by article 4.2.
2.2 Specific provisions regarding the Additional Services provided to Clients:
2.2.1 Paid hosting Services:
(a) Hosting of Client Generated Content (sponsored Articles, e-Books, Webinars, Press Releases, Events, Directory Listings, Job Openings):
(i) Where applicable in the Platform (depending on the Additional Service being purchased), in order to post any Client Generated Content, Client should select the preferred publication date from the available dates. In the event the Client fails to submit the Content on the designated deadline and unless otherwise provided by the overall Purchase T&Cs, the selected publication date will no longer be available and the Client will no longer be able to publish the Content to the Platform.
(ii) Any Client Generated Content submitted should bear the characteristics referred to in articles 2.1.4 and 5 of the Platform T&Cs (“General rules for User Generated Content”) and must follow the general submission rules laid down in article 4.1 below as well as any other specific provisions and rules set by the Platform and communicated to the Client each time. If it comes to the attention of the Platform as described in articles 4.2 herein that Client Content is not made in accordance with the submission rules, the Content shall not be posted; the Company can at its discretion propose to the Client that it resubmit Content by choosing a new available date. The same rules apply in case of re-submission. If the Content is rejected then paragraph A1 above and A4 below apply.
(iii) The Company can take down any Client Generated Content already uploaded subject to the notice and take down process of article 5 herein and/or if it comes to its attention at any stage that User Generated content does not abide with the submission rules and/or applicable law or regulations.
(iv) The Client hereby understands and acknowledges that if any Content is not submitted timely and/or is rejected by the Company and/or is taken down by the Company as laid down in paragraphs A1-A3 of the present article 2.2.1., the Company shall not refund any of the fees already paid by the Client. In any case whatsoever, the fees already paid shall be kept by the Company as a reasonable and justified cost and agreed upon damages to the Company for violation of the above contractual and/or lawful provisions.
(v) Hosting Period. In principle, in order to have the Company host the Client Generated Content in the Platform throughout the designated hosting periods the Client must have an active Client Account to the Platform; otherwise the Content will be taken down and the provisions of article 7.7.1 below shall apply. In case that the Content is hosted for an indefinite period of time, the Client can ask from the Company to remove a specific Content from the Platform, by contacting firstname.lastname@example.org.
(1) Articles, press releases, Events, and Job Listings remain available on the Platform for an indefinite period of time; the Company reserves the right, notwithstanding any of the provisions referred to in the present T&Cs, to set specific time periods of hosting, to remove such Content if it considers it to be old, obsolete and/or not suitable or consistent any more with the nature of the Platform etc. with or without prior information of the Client.
(2) eBooks and Webinars are hosted in the Platform each time for the designated subscription period (and/or any renewal thereof -if applicable as provisioned in article 7). At the end of the subscription period (and/or of any renewal thereof) the Client must retrieve any data hosted in the Client Account related to the specific eBook and/or Webinar (as further laid down in article 2.2.1 (B) below) the latest within the deadline designated each time by the Company. After the lapse of that deadline, the Company shall permanently delete the eBook and/or the Webinar as well as any data hosted on behalf of the Client in the Client Account (as provisioned in article B below). The Client hereby acknowledges that the Client will no longer be able to retrieve such data; the Company shall in no manner be liable for any damage caused to the Client and/or any third party as a result of such deletion.
(3) Paid Directory listings are hosted in the Platform each time for the designated subscription period for the Pay Per Click (PPC) service (and/or any renewal thereof – applicable as provisioned in article 7. After the term of the subscription period, the listing remains in the Directory as a generic (non-paid) listing for an indefinite period of time.
(vi) Specific conditions for each of the Client Generated Content which can be uploaded by the Clients. In principle, Client Content is sorted automatically by topic category, chronological order and/or other available criteria. The Company has the right (but is under no contractual or legal obligation) to add to Content tags and/or other references with proposed topics related to the topic of a Client’s specific article in order to re-direct to content bearing similar references tags or other relevant content, for consistency purposes, in line with the applicable Content review policy laid down below in article 4.2. With regard to Webinars in specific, the above shall be limited to the listing of the Webinar (and not the Content of the presentations).
(i) Clients can opt to post in the Platform:
(1) Original articles which are created specifically for the Platform and/or
(2) Existing articles which were originally published to the Client’s or third-party digital means (e.g. platform, blog, website, social media account etc.).
(3) And/or other choices that will be added from time to time.
(4) All specific details and requirements are further specified in the overall Purchase T&C that are applicable each time.
(i) Clients can opt to post in the Platform:
(1) Premium eBooks which are originally created in order to be published for the first time in the Platform
(2) Imported eBooks, which were originally created and published in the Client’s and/or a third-party’s digital mean (e.g. platform, blog, website, social media account etc.).
(3) And/or other choices that will be added from time to time.
(4) All specific details and requirements are further specified in the overall Purchase T&C that are applicable each time.
(i) Clients can opt to post in the Platform:
(1) Premium Webinars created for and published to the Platform
(2) Imported Webinars originally published to the Client’s or third-party digital means (e.g. another platform, blog, website, social media account, or similar medium).
(3) And/or other choices that will be added from time to time.
(4) All specific details and requirements are further specified in the overall Purchase T&C that are applicable each time.
(5) The Webinars are automatically sorted by topic category, chronological order and/or other available criteria.
(6) The Client is solely responsible to set up and to provide Users with accurate information regarding, (indicatively but not exhaustively) the time and date of the Webinar, whether the participation to the Webinar will be real-time or Users can watch the Webinar on demand, any limitations in the number of available seats and any other specific requirements and/or limitations set by Client for the Webinar.
(7) In addition to the general submission rules applicable for all Content submitted by Clients as set forth in article 2.2.1 A2 above, for Webinars in specific, each Client is also responsible for the content of the Webinar as well as the appropriate execution of that Webinar. Indicatively (but not exhaustively) each Client shall be responsible for the selection of the Webinar presenters/speakers (their qualifications, level of education, suitability for the Webinar etc.), the topics to be discussed, and other matters, the availability of the tickets and/or the free slots to each Webinar and/or if the Webinar is cancelled and/or rescheduled, as well as for the Content of the presentations included and presented in the Webinar. The Company cannot (and is under no obligation to) review any of the above (including the Webinar Content), as provisioned also in article 4.2.
(8) If the Client provides to the Users the ability to have a free consultation after the webinars, the relevant request will be sent directly from the registered User to the Client and consultation will be arranged directly between the User and the Client; in any case consultation is provided by the Client outside of the Platform. Company is not involved in the provision of the consultation as set forth in article 6 of the Platform T&Cs. In addition to any other responsibility and liability of the Client referred to in article 4.1 below, the Client also acknowledges and accepts that the Client will hold harmless and bear full responsibility for all damages or claims accrued to the Company from the provision of such free consultation to the Users.
(e) Press Releases and Events:
(i) Press Releases and Events are automatically displayed by chronological order and/or other available criteria.
(ii) Clients are responsible for the lawfulness as well as of the accuracy and truth of all information contained in the above and the Company does not (and is under no obligation to) review the information contained in it, as provisioned in article 4.2.
(iii) With regard to Events specifically, the Company shall in no manner be liable for the availability of any tickets and/or seats and/or places to any event and/or if the event is cancelled and/or rescheduled. In addition to any other responsibility and liability of the Client referred to in article 4.1 below, the Client also acknowledges and accepts that the Client will hold the Company harmless and bear full responsibility for all damages or claims accrued to the Company from any violation of the above from the Client.
(iv) A Client can delete the Client’s Press Releases and/or Events, at any time, by contacting email@example.com.
(f) Job Listings:
(i) Through the Jobs paid hosting Service, Clients can search for candidates for their job openings by publishing their job listing on the Platform. The job openings appear automatically on the Platform in a chronological order and/or other available criteria.
(ii) Clients are responsible to provide accurate, updated and true information in the job openings they post in the Platform. Furthermore, when a job opening is filled Clients are strongly advised to archive and/or delete the applicable job listing. When a Client selects the “Archive” option available through its Client Account the job posting will no longer be visible on the Platform. The Client hereby understands and acknowledges that when archiving a job posting, the Client will not be able to re-post the job opening on the Platform and Client will have to submit a new Purchase Order, as per paragraph 2.1.2 above.
(iii) The Platform provides the job opening section as an open forum where Clients may post job openings and the Users may respectively find companies offering jobs that match their criteria as also provisioned in article 4.5 of the Platform T&Cs. In addition to any other responsibility and liability of the Client referred to in article 4.1 below, the Client also acknowledges and accepts that the Client will hold the Company harmless and bear full responsibility for all damages accrued to the Company from any violation of the above.
(g) Paid Directory Listings:
(i) Clients that wish to optimize their visibility in the Directory of the Platform can submit a Purchase Order for a sponsored listing.
(ii) Users can browse through a Client’s listings per product category (e.g. authoring tools, project management software etc.) and/or other available criteria. The order in which sponsored results are displayed is further determined by the Pay Per Click Bid and the Pay Per Click Budget selected by the Client as defined in the specific provisions and rules applicable from time to time.
(iii) To submit a listing, a Client must choose the product/service category in which the Client wants to be listed and provide its company professional information, as well as a detailed description of its business and eLearning solutions/products, within the period each time designated at the overall Purchase T&Cs (see also paragraph 2.2.1 (A2) above).
(iv) By submitting a sponsored listing, further to any other representations of the Client set forth herein or in any other Platform document, the Client declares that the Client acknowledges and accepts that: i) the Client’s products/services will be subject to review from the Users; based on those reviews, a rating shall be extracted that will be visible to all Users; ii) the Client’s products/services will be subject to comparison with other competitive products/services in the same category, under specific criteria indicated in the Platform and that such comparison is automated and is based on the information provided by the Clients and therefore Platform is not liable for any inaccuracy and/or fault of the results, due to inaccurate or faulty information and iii) the Company will also conduct a statistical analysis of the listings and shall make available those data to the Clients, along with a guide on how to read and evaluate the information. The statistical analysis includes only anonymous aggregated data that allow to extract information indicatively, about the listings and the visitors.
(h) Paid Hosting of third-party Data:
(i) In some of the Additional Services (such as the eBooks and the Webinars) the Company also provides the Clients with the choice to use technical tools to collect personal data from the Users that want to access and view the Client Content. If the Client opts to collect data, those data will be then hosted by the Company in the Client Account in the Platform, on behalf of the Client.
(ii) The data will be hosted in the Client’s Account for the duration of the subscription period applicable for the paid hosting of the Client Content above (and/or any renewal thereof). At the end of the subscription period (and/or of any renewal thereof) or if the applicable Additional Service is terminated, or the Client Account is closed, such data will be deleted from the Client’s Account. The Client can retrieve data from the Client Account at any time during the subscription period (and any renewal) before the end of such period, as provisioned in article A5 b) above.
(iii) The Client will be solely responsible to determine the lawfulness of the collection of data, as well as all other details with regard to the processing of the data (i.e. indicatively but not exhaustively, data minimization, data subjects rights, lawful legal basis, etc.) as laid down in article 4.3 and 4.4 of the Platform T&Cs. Company will act solely under the orders and on behalf of the Client as the Data Processor, subject to the provisions of the applicable Data Processing Exhibit that is accepted by the Client at the time of purchase of the Additional Service.
2.2.2 Marketing Services:
(a) General provisions on Marketing Services:
(i) The Company provides Clients with marketing tools to allow them to enhance their visibility and promote their products and services within the e-Learning industry market.
(ii) Where applicable, depending on the marketing service purchased, the Company shall propose and the Client will be asked to select a preferred publication and/or delivery (in case of newsletters) date from the available dates, as well as to provide certain information and/or Content, within a specific deadline.
(iii) Where a Client provides to the Company Content for the execution of the marketing services, such content must follow the submission rules set forth in article 4.1.2 below, as well as any other specific rules set by the Company and communicated to the Client each time. Article 2.2.1 (A2) above shall also apply.
(iv) In the event that the Client fails to submit the Content at the designated deadline and unless otherwise provided in the overall Purchase T&Cs that are applicable, the selected publication and/or delivery date will no longer be available and the Client will no longer be able to publish the Content to the Platform. The same applies if the Content fails the content review described in article 4.2.1 Client hereby understands and acknowledges that in case the necessary Content is not submitted by the Client in a timely manner, as per the above, the Company shall not refund any of the amounts already paid by the Client as provisioned in article 2.2.1 A4 above and article 3 below.
(v) The Company is in no manner involved and in no manner determines and/or edits and/or alters the Content of any marketing campaign conducted by the Client with the use of the marketing tools provided by the Platform. Also, the Company does not act as a consultant nor as an advertiser; it merely provides a Client with the marketing tools to enable the Client to enhance its presence within the Platform and the e-Learning industry market. In any case whatsoever, notwithstanding the limitations of liability laid down in article 4.2 below, in addition, the Company does not guarantee or promise that through the provision of any of the marketing services referred to herein the Client will increase its clientele or its turnover and cannot guarantee that the said marketing services will meet the Client’s specific needs.
(b) Specific provisions for the Marketing Services:
(1) Clients can purchase any of the following services:
a. An exclusive newsletter dedicated entirely to the Client;
b. A top feature Content placement (along with other content) in the general Optimus Education Foundation’s newsletter
c. A feature Content placement (along with other content) in Optimus Education Foundation’s newsletter
And/or other choices that will be added from time to time.
All specific details and requirements are further specified in the overall Purchase T&C that are applicable each time.
(2) The Company’s newsletters, including the Client’s marketing Content, are delivered to those Users that have subscribed to receive Newsletters from the Company (on a weekly or on a daily basis, depending on the frequency selected by the User). In case that any User opts out from the newsletter he/she shall no longer receive any newsletters; his/her data will be deleted from the newsletter database. The Client acknowledges that the Platform does not guarantee a minimum number of subscribers to the Company’s newsletters
(ii) Dynamic Ads
(1) Clients can purchase any of the following Dynamic Ads features:
a. Browser notifications
b. Pop-up banners
c. RoS Banner Ads
And/or other choices that will be added from time to time.
All specific details and requirements are further specified in the overall Purchase T&C that are applicable each time.
(2) The Dynamic Ad will be displayed for a designated period of time that will be specified in the specific provisions and rules applicable from time to time for the specific Purchase Order.
(3) Where the display of a Dynamic Ad banner is based on cookies, the Client understands and accepts that a User must have accepted such advertising cookies, otherwise the advertisement will not be visible. The Company does not guarantee the number of Users to which the ad will be visible.
(iii) Commissioned Articles
(1) Clients can commission an exclusive Article to be drafted by the Company, either by selecting one of the topics and/or titles available in the Platform or by suggesting an additional one. It is noted that the Articles listed aim mainly at elaborating in the topics that target in general to the e-Learning industry market and are not intended to promote directly or to provide advertising material for the Client and its products and/or services. The Company reserves the right to express its own views and opinions on the topic.
(2) In connection with such commissioned Articles, the Company shall provide to the Client a global, non-transferable, time limited and revocable (under the conditions of the next paragraph 3) license to the Client to post the commissioned article to its own digital means (limited to platform, blog, website, social media account); the applicable period of time shall be determined each time in the overall Purchase T&Cs. Upon posting the Article as per the above, Clients must mention that the Article is commissioned to the Company. After the lapse of the above period, the Client must take down the Article from its own digital means; otherwise the provisions of the next paragraph 3 shall apply.
(3) The Company reserves the right to feature the Article in the Platform and provide a link to the Client’s website/blog where the Article is published. Where links are provided to Client’s digital means, the Client warrants that any such links will direct Users to lawful content and/or transactions for which the Client bears full responsibility and liability and that the content hosted therein shall be lawful, consistent and relevant to the e-Learning market. The Company reserves the right at any time to require the Client to take down any commissioned Article if the Company determines that any of the above is violated; in such case the Client agrees to act expeditiously in taking down the content. Failure to comply with such a request shall be considered a material violation of the applicable license agreement. The Client shall be responsible for and hold harmless the Company from any damages suffered due to violation of the above, including liability for any copyright violation or breach of the present agreement (including any indirect losses) – the present clause survives the term or termination of the applicable overall Purchase T&Cs.
(iv) Pay per Lead
(1) Pay per Lead is an Additional Service providing Clients with the contact details of Users searching for products and services within the eLearning market, if the conditions laid down below are met.
(2) In order to participate in the Pay per Lead service, a Client must register specifically in the Platform’s Pay Per Lead Section. Registration is free and it is conditional upon the acceptance of the overall Purchase T&Cs applicable to the Pay per Lead service, as well as the acceptance of the Data Processing Agreement provided to the Client in connection with the registration.
(3) In order for a User to submit a lead, he/she replies to a questionnaire regarding the type of product/service it wishes to purchase in order to set the buyer’s criteria as set forth in article 4.10 of the Platform T&Cs. The Company will then provide anonymous information to the Clients who are registered in the Pay per Lead service with regard to the type of product/service included in the lead inviting each such Client to participate in the Pay per Lead process by filling in a questionnaire with all necessary information (e.g. specs, price range, period of availability, quantity etc.)
(4) On the basis of the above questionnaires, the Company will then automatically match the specific Buyer’s Criteria set by the User with the replies of the Clients. The matching process is conducted automatically via the Platform and is based solely on the information provided in the questionnaires by both participants (Users and Clients). The Company does not (and is under no obligation) to check this information. Also, Company is not liable for any inaccuracy and/or fault of the matching results due to inaccurate or faulty information provided by either party.
(5) The Company shall inform Clients who have been awarded with the best matching scores with the Buyer’s Criteria and propose to each Client a specific fee to be paid for receiving the User’s data depending on the matching score (the higher the matching score the high the fee), in order to determine if such Client wishes to send an offer to the relevant User. Clients will be provided with the User contact details upon submission of a relevant fee to the Company (as a remuneration for the matching process) subject to payment criteria set by the Company. The User’s contact details will be provided to the Client that is assigned the higher fee and accepts to pay such matching fee. It is hereby specified that the fee payable by the Client as per the above is a matching fee, i.e. for the matchmaking process conducted by the Company as per the above and the provision of the User’s contact details to the Client. No refund shall be due to Clients in the event no purchase is concluded between the User and the Client.
(6) The Client shall contact the User directly. In any case negotiations and/or any contract execution and purchase based on the Buyer’s Criteria and the offer of the Client, shall be conducted and/or concluded directly between the relevant User and the Client outside the Platform’s environment. The Company is not involved and does not participate in any of the above. The Company’s involvement is strictly confined to conducting the above “match-making” process based on the information provided by the User in the Buyer’s Criteria and the Clients in the questionnaire, respectively
(7) The Company does not guarantee that the User will purchase any product/service offered by the Client. Also, the Company will not be liable in the event that the User has submitted inaccurate or false information in the Buyer’s Criteria regarding the product/services that the User is interested in acquiring. Clients recognize and accept that they act as independent controllers with regard to the personal data of the Users that the Company transfers to the Client with the above process. The Client is solely responsible for the lawful processing of such personal data (including but not limited providing all necessary information) and the Platform shall not be liable for any further use of the above data from the Clients. Users contact the Clients directly to exercise their applicable data subjects’ rights. The Client understands that the User may inform the Company that the User does not wish to get contacted by the specific Client in the future via the Platform. In this case, the Company will notify the Client and the Client undertakes to comply with the User’s request and with the applicable data protection legislation. In any case, the Company shall not be liable for , and Client agrees to indemnify the Company for, any unlawful processing of the User’s personal data in violation of the above.
(8) The Company reserves the right to suspend and/or delete any Client from the Pay Per Lead service and/or his/her Client Account in the Platform, in case it is notified from any User for any violation of any of the above provisions.
2.2.3 Consulting Services
(a) Editorial Calendar
(i) The Platform offers the Editorial Calendar as a consulting service which aims at assisting the Client to understand what type of Content would be more interesting and fit for the Client’s targeted audience (based on information provided by the Client) in order to increase brand awareness and visibility of the Client’s Content in the Platform and/or the Client’s website and other digital means.
(ii) Editorial Calendar is a service which can only be purchased as an add on to another Additional Service purchased by the Client that is related to paid hosting of Client Content (more information can be found in the Platform in the relevant section). It is noted however that the Company provides only consulting services and does not control nor initiate and does not participate in the drafting of the Content; the Client itself is sole responsibly for drafting the Content. Therefore, in order to submit the Client Content to be hosted in the Platform all the provisions and the reservations referred to in article 2.1 and 2.2.1 A) above shall apply respectively. Hence Company does not guarantee that the Client Content will be uploaded in the Platform, unless the above provisions are met.
(iii) The provision of the consulting services from the Company to the Client is subject to the timely delivery from the Client of all the necessary and accurate information that the Company might require from the Client. Also, Client should provide to the Company all additional information that to the Client’s opinion might affect the provision of the services. Notwithstanding the limitation of liability provisions laid down in article 4.2 below, the Company shall in addition not be liable in the event the Client provides inaccurate or false information and/or if the Clients delays the provision of information as per the above.
(iv) (4) The Company shall provide the consulting services with the diligence it demonstrates to its own business affairs. Moreover, the Company does not guarantee nor promise that through the provision of any of the consulting services referred to herein the Client will increase its clientele nor its turnover and does not promise that the services will meet the Client’s specific needs.
3. Payment Terms
3.1 The Company will provide Additional Service to Clients for the fees designated on the Platform.
3.2 Unless otherwise specified in the Platform, Additional Services are provided subject to full prepayment of the designated fee by the Client upon submission of the relevant Purchase Order.
3.3 Some Additional Services are provided on a subscription basis; those services can be:
3.3.1 either prepaid for a designated Service period; such fee is initially payable upon submission of the relevant Purchase Order and then on the date of each renewal of the subscription period under the conditions laid down in articles 3.8 a) and 7.3. It is noted that Service fees are irrespective of the actual usage of the services by the Client
3.3.2 paid based on “actual spent” or “actual usage” as determined at the end of each calendar month; in that case, the Company will send an invoice to the Client based on the actual consumption of the Services during the previous calendar month (for as long as the subscription term lasts and any renewal thereof as set forth in articles 3.8 a) and 7.3.below) under the conditions set forth in article 3.5. below. Such types of Services may include a minimum amount per subscription period (and any renewal thereof) that must be paid to the Company irrespective of the actual spent or usage. In such case, the minimum amount will be paid even if the actual usage is less than such amount.
3.4 The fees that apply to each Additional Services are set forth in the Platform. By sending a Purchase Order to the Company, the Client agrees that the applicable fees are fair, reasonable and appropriate for the Services being purchased. The Client also undertakes to pay any and all applicable taxes, fees and other charges imposed by any governmental authority, including any applicable value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes on the Services provided. The Company reserves the right to alter the fess of each Additional Service at any time. In case that the changes in the fees apply to any existing subscription, the Company shall inform each affected Client with reasonable means providing a reasonable time period to accept the new fees or terminate the subscription. If the subscription is not terminated within such period, the new fees shall automatically apply (including any renewal thereof).
3.5 If the fees payable to the Company are based on “actual spent”, notwithstanding any minimum charges that might be applicable, the fees are calculated based on the actual use of the Service per calendar month. The Client hereby explicitly acknowledges that the copies, excerpts or prints of the Company’s (hard copy or electronic) accounting books, which depict the use of the services by the Client within each calendar month shall constitute full and undisputed proof of such usage, as well as of the fees owed to the Company by the Client, absent clear error. The amount payable pursuant to the above is calculated according to the Optimus Education Foundation’s Company books.
3.6 The fees for the provision of the Additional Services purchased via the Platform are to be paid by credit/debit card (see here which credit/debit cards are accepted by the Platform) via a designated third-party payment processor. Any other method of payment is only available subject to a specific explicit agreement between Client and Company. Company reserves the right to amend the payment method and provisions at any time.
3.8.1 In order for subscriptions for Additional Services to be automatically renewed as provisioned in article 7.3., the Client should opt to provide a standing payment order for renewal by storing its credit/debit card data in the third-party processor’s system in order to fulfill the standing orders of payment for the renewed periods. In such case the Client hereby provides a standing, perpetual authorization to the Company to provide an order to the third party payment processor to debit the Client’s credit/debit card inserted in the systems of the third party payment processor, with the relevant amount of fees subject to the applicable subscription model (as per article 3.3 above) on behalf of the Client. This authorization is perpetual subject to its revocation (for the future) from the Client either by notifying in writing the Company in specific and/or in case of non-renewal of the subscription (as per the above). Also, the above authorization is automatically revoked in case of termination of the present agreement and/or of a specific subscription Service as provisioned herein. Client can also change at any time the credit/debit card details provided to the third-party payment processor.
3.8.2 If a Client does not opt to provide the above standing order, any subscription will not be automatically renewed. In such case, any fees that were not prepaid by Client (i.e. payable based on “actual spent”) must be paid within 10 business days from invoicing by the Company. The same applies in the event the authorization is revoked prior to the expiration of monthly subscription. All Services provided within the previous month will be payable within the deadline above.
3.9 The provision of the Services is subject to the payment of the relevant fees. If any amount is not timely paid, in addition to any other amounts payable the Company may accrue interest at 1% per month, or the highest rate allowed by applicable law, if less. The Company reserves the right to suspend the provision of the relevant Service up to the fulfillment of that payment. In addition, the Company reserves the right to terminate the specific Purchase Order and/or (in case of repeated non payments) to suspend and/or close the Client’s Account (and thus terminate all pending services as well as the relationship between Company and the Client as a whole – in that case the relevant provisions of article 7 shall also apply). The above rights can be exercised at the Company’s discretion (separately or cumulatively).
3.10 Subject to article 7.6 (b) below, all payment obligations are non-cancelable, all amounts paid are non-refundable and paid fees may not be transferred to or used for other Additional Services offered by the Company through the Platform. If the Services are purchased by an agent, the provisions of article 3 above are applicable and the Client is responsible for the Purchase Order and hereby guarantees payment of all fees.
4. General Rules For The Client Generated Content – (1) Client’s Responsibilities And (2) Company’s Rights and Responsibilities And Limitation Of Liability
4.1 Client’s responsibilities
4.1.1 General rules for Client generated Content
(a) All Client Generated Content submitted by Clients must be consistent with the e-Learning market and must follow the general submission guidelines of articles 5.2.1 – 5.2.2. of the General Platform T&Cs as well as any specific rules and guidelines provided to the Clients by the Company from time to time.
(b) Company is in no manner involved in the creation of the Client Generated Content nor does it control or initiate that Content (with the sole exception of the commissioned article service laid down in article 2.2.2 B (c) above, whereby Company undertakes the responsibility to draft the Content itself).
(c) It is hereby acknowledged by Clients that if at any stage either prior or after the uploading of the Client Generated Content in the Platform, it comes to the Company’s attention that the Client Generated Content violates any applicable rules or policies, the Company has the right to refuse to upload such Content and/or to take down or remove the Content. In all cases the provisions of article 2.2.1 paragraphs A1-A4 apply respectively.
(d) Client Generated Content may include links to third party websites (other than the Platform), for the Content of which the Company bears no responsibility and has no liability as provisioned in article 1.2.5. of the Platform’s T&Cs. Where links are provided to third party websites, the Client warrants that any such links will direct Users to lawful content and/or transactions, for which the Client bears full responsibility and liability and that the Content hosted in third party websites shall be lawful, consistent and relevant to the e-Learning market.
4.1.2 Warranties and Liability of the Client. By submitting any Content to be uploaded in the Platform a Client warrants to the Company full compliance with the provisions of article 4.1.1, as well as with the terms of the present and with any other declarations and acknowledgements undertaken from time to time. The Client agrees and acknowledges that the Client bears the responsibility to compensate, defend, hold harmless and exempt the Company and its directors, officers, employees, consultants, representatives and affiliates from any, and all, claims by third parties’ liability, damages and/or costs (including, but not limited to legal consultants’ fees) which occur as a result of or in connection with the Client Content or from the breach of the present terms or in case any other Client and/or User and/or Registered User and/or third party makes a claim against the Platform in relation to any Client Content the Client has uploaded to the Platform or in connection to the use of the Platform or the services. In addition, each Client acknowledges that such Client shall respect the notice and take down process of the Platform set in article 5.
4.2 Company’s rights and responsibilities and Limitation of Liability
4.2.1 Review of Content:
(a) Notwithstanding the above responsibilities of the Client that continue to apply without any limitations or exceptions, each Client understands that, when submitting any Client Content to be uploaded in the Platform, the Company reserves the right (but is under no legal or contractual obligation) to conduct a preliminary high-level review of that Content to ensure that the material is consistent with the Platform’s purpose as an informative online community for the e-Learning industry market and to check for obvious infringements as laid down in article 5.3. of the Platform’s T&Cs.
(b) Platform reserves the right to refuse to upload any Client Content that does not successfully pass the above high-level review and/or for any other reason in the Company’s discretion and/or is provisioned in the overall Purchase T&Cs. In any case whatsoever, the above review, when conducted by the Platform, it takes place notwithstanding also the Notice and Take Down Process laid down in article 5. It is noted also that this review does not limit nor exclude in any way the liability of each Client and his/her obligations to hold harmless the Platform in case of any breach or violation, a referred in articles 4.1.1-4.1.2. above.
(c) As already mentioned above, the Client Content uploaded expresses the opinions of a specific Client and not the opinions of the Company, that does not endorse or in any way represent any opinion expressed by the Clients. Client is the sole responsible for any loss or damage that may be caused to any third party and/or member due to the views of the creator of the Client Content.
4.2.2 When a Client purchases Additional Services, the following are applicable with regard to the provision of Services:
(a) Unless otherwise agreed by the parties (Client and Company) and/or otherwise laid down in the specific provisions and rules applicable to a specific Additional Service, all Additional Services (Paid Hosting, Marketing, Consulting) are provided “as is” and “as available” using a commercially reasonable level of skill and care; Company does not provide warranties, conditions, or undertakings of any kind in relation to the Additional Services, either express or implied; including without limitation warranties of merchantability and fitness for a particular purpose. No advice or information, whether oral or written, obtained by Clients by the Company or through the services will create any warranty not expressly stated herein. Also, the Company does not guarantee that any Additional Service, including any Consulting Services, will be fit for a specific purpose nor that it will increase the Client’s business or results of operations.
(b) If a Client wishes to purchase a customized Service tailored to the Client’s requirements, such Client may contact the Company through the link https://www.opefacademy.com and request a tailormade service by providing more specific information; such tailormade service will be subject to the parties’ mutual explicit agreement. Unless expressly agreed in writing, the Company does not guarantee the increase of the client clientele or turnover, nor otherwise the Company in no manner guarantees and it has no obligation to offer to the Client a tailormade product or service. In that case too however, the Company does not guarantee that it will increase the Client’s turnover nor its clientele. The provisions of article 2.2.3 above shall apply respectively.
(c) If the Company undertakes the responsibility to deliver any deliverables to the Client, subject to the specific provisions and rules of any Additional Service, these deliverables shall be deemed approved in case that the Client does not raise any objections within 3 working days from the date that the Company has sent those deliverables (or has executed the Services). Any objections should be material to the terms of the parties’ agreement and should be provided in writing to the Company within the above deadline providing adequate and specific information about those grounds. The implicit lapse of the above deadline would be considered as unconditional approval of the specific Additional Service. In any case whatsoever the Company would be held liable only for any direct damages caused to the Client that are directly linked with any willful act or omission of the Company. To the extent permitted by law the parties acknowledge that such liability will be limited to the amount paid by the Client to the Company for the provision of the Services. In addition, paragraphs d) and f) below apply.
(d) The Company agrees to undertake reasonable efforts and technical measures so that the Services and access to the Platform can take place smoothly and without interruption and that the adequate level of security necessary is maintained. However, the Company does not guarantee that the Services, and the availability of the Platform, will be provided without interruption and without errors. Company is not liable, though, if for any reason, negligence included, despite the maintained security measures adopted by us, the operation of the Platform is interrupted or access to the Platform or the Client Account becomes difficult and / or impossible or if viruses or other harmful software is identified and transmitted to the terminals of the users / visitors, or if third unauthorized parties intervene in any way to the Client Content and operation of the Platform making the use of it difficult or causing problems to its proper function. Moreover, Company is not liable in case of access break to the Platform, for reasons beyond our influence as well as for reasons due to technical or other failure of the backbone network or for reasons of force majeure or incidental facts. It is also clearly indicated that in case of any loss or damage of the Client Content Company is solely liable solely for reposting the Client Content to the extent possible from the back-up the Company periodically keeps.
(e) With regard to the legal nature of the Platform, and the limitations of liability with regard to the Content uploaded in the Platform article 6 of the Platform T&Cs is applicable.
(f) TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM OR ANY CONTENT ON THE PLATFORM INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
In no event shall the Company, its officers, directors, employees, or agents, be liable to Clients for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever. This limitation on liability includes, but is not limited to any damages or claims related to, (i) personal injury or property damage, of any nature whatsoever, resulting from the Clients’ use of the Platform, (ii) any loss or damage due to unauthorized access to or use of our servers and/or any and all business information stored therein, (iii) any loss or damage due to interruption or cessation of transmission to or from our Platform or interoperability problems, (iv) any loss or damage due to bugs, viruses, trojan horses, or the like, which may be transmitted to or through our website by any third party, (v) any errors or omissions in any Client Content, (vi) any defamatory, offensive, or illegal conduct of any Client or third party, (vii) any statement or conduct of any Client or third party on the Platform (viii) any loss or damage resulting from the use, or inability to use, any portion of the Platform or for any loss or damage of any kind in the Client data, or (x) any loss of revenue, profits, goodwill or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. In any case whatsoever to the extent permitted by applicable law, liability of the Platform is limited to the amount payable by the Client for the Services purchased by him/her The limitations on liability apply whether liability is based on warranty, contract, tort, or any other legal theory, and whether or not Optimus Education Foundation is advised of the possibility of such damages.
(g) The Company reserves the right: (i) to change at any time, without justification and without prior notice, partially or in total, any of the Terms & Conditions, the features and Services provided, the Platform’s functionalities as well as the Platform’s versions or the provided Content and features, (ii) to renew or upgrade or discontinue / stop, partially or in total, all of the Content of the Platform and/or any User Account, (iii) to renew or upgrade partially or in total the external appearance (interface), the structure or composition (configuration) of the Platform and/or any User Account as well as their technical specifications, (iv) to limit the access of all or the entire Platform to any User. To the extent possible the above would not affect any pending Additional Services and/or contracts. Moreover, Optimus Education Foundation reserves the right at any time, to cancel, suspend or pause or shut down its operation.
(h) Furthermore, the Company reserves the right to suspend and/or delete a Client Account and/or refuse the opening of a Client Account, at any time, as provisioned in article 7.6 in case we become aware of a repeatedly inappropriate or infringing use of the Platform from any Client and/or any Platform visitor and/or any third party, or in case we receive takedown notices regarding a Client’s repeatedly infringing behavior.
5. Notice And Take Down Process – Report To Competent Authorities
5.1 Company has the right to suspend (Take Down) temporarily or permanently (delete), any Client Account and/or any Client Profile and/or any Client Generated Content anytime and especially as soon as it becomes aware of any breach of the law or the present terms by any Client or by any third party with the Notice and Take Down Process provisioned in articles 7.1.-7.3. of the Platform T&Cs as well as the relevant Counter -Notice of article 7.4. Articles 7.6 – 7.9. of the Platform T&Cs are also applicable.
5.2 For the purposes of the notice & takedown process described above, the Platform has designated, as an agent for the receipt of notifications of claimed infringements, Nicholas Agiam with contact information firstname.lastname@example.org
5.3 The Company further reserves its right to report any breach coming to its attention to the relevant law enforcement authorities under the conditions laid down in the applicable laws of Nevada. Also, Company could provide any information requested by any competent authority (including personal or business data) with regard to the Clients and the Client Account in the Platform, with or without prior notice to such Clients, subject to the applicable laws of Nevada (the state of the client’s organization). The Company may, at its discretion, choose to provide notice to the governmental authority where the relevant Client is located.
6. Intellectual Property
6.1 Optimus Education Foundation Intellectual Property rights
6.1.1 Except as otherwise indicated for Client Generated Content in the present terms, the Platform and all text, images, marks, logos and other content contained herein, including, without limitation, the logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Optimus Education Foundation and are protected by applicable intellectual property laws.
6.1.2 The Optimus Education Foundation logo and all other product or service names or slogans displayed on the Platform are marks of Optimus Education Foundation and may not be copied, imitated or used, in whole or in part, without the prior written permission of eLearning. In addition, the look and feel of the Platform may not be copied, imitated or used, in whole or in part, without the prior written permission of Optimus Education Foundation. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Platform are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Optimus Education Foundation.
6.1.3 As soon as a person or entity becomes a Client, the Platform provides to the Client a personal, non-transferable, non-exploitable, non-exclusive, open-ended one user license to access the content hosted in the Platform only for legitimate private use purposes under the present terms and conditions. It is expressly forbidden for a Client to use the Platform or any Content for illegal purposes and/or for commercial use. A Client may not sublicense the use of, or the access to the Platform and the services to any third party in any circumstance. The license described in this paragraph shall be automatically terminated when the Client’s relationship with the Platform is terminated for any reason, as provisioned in article 7.
6.1.4 By providing access and by allowing the making of use of the features, tools and Services provided by the Platform, the Company does not give the Client or any other third-party ownership of any of the Company’s intellectual property rights to any of the above. The Company retains ownership of all intellectual property rights in and to the Platform, its features, tools and Services including copies, improvements, enhancements, derivative works and modifications thereof. The rights to use the Platform are limited to those expressly granted hereby. No other rights with respect to the Platform or any related intellectual property rights are granted or implied.
6.2 Intellectual property rights on the Client Content uploaded by Clients
6.2.1 By submitting Client Content to upload in the Platform each Client provides to the Platform the license referred to in article 5.2.2.b) of the Platform Terms and Conditions. Authors or submitters of articles are not entitled to compensation and shall not be paid. Platform reserves the right to delete or suspend any Client Content from the Platform for the reasons identified in the present terms.
6.2.2 Each Client is solely responsible for and the Platform holds no liability in connection with any Client Generated Content that is uploaded by a Client in violation of any User’s and/or other registered User’s and/or other Client’s and/or any other third party’s intellectual property rights. Platform bears no liability for any dispute that may arise between the Users on the one hand and any third party on the other, regarding intellectual property rights in relation to the Client Content uploaded by the Clients on the Platform. The provisions and warrantees provided by the Client in article 4 apply in such case too.
7. Subscription Period – Term And Termination
7.1 As already mentioned in article 2.1.3 above, each Additional Service (even if included in one Purchase Order along with other Additional Services -with the exception of Consulting Services) shall constitute a distinct contractual agreement between a Client and the Company governed by the applicable Purchase Order and the overall Purchase T&Cs (the present general purchase T&Cs and the specific purchase provisions and rules applicable each time for each Additional Service) as well as by the Platform T&Cs.
7.2 The term of each Additional Services contract is defined in the specific purchase provisions and rules communicated to the Client (either in the Platform or personally) for that Additional Service.
7.3 In case that Additional Services are provided on a subscription basis, if the Client has opted to provide a standing payment order for the automated renewal of the subscription, as provisioned in article 3.8. a) above, the subscription period will be automatically renewed for another equal period unless the Client sends a termination notice to the Company 10 business days prior to the expiration of the designated period. This automatic renewal will be recurring for continuous equal subscription periods, subject to the above. If the Client has not opted for the automatic renewal, the Additional Service shall be terminated at the end of the subscription period. The Client can then send a new Purchase Order to the Company to start a new subscription term.
7.4 Clients have the right to terminate the Additional Services by sending a termination notice, with reasonable justification, at email@example.com as following:
7.4.1 Terminate the provision of an Additional Service for cause, if the Company has not corrected within 10 business days any fault explicitly notified to the Company by the Client. In case that the cause for termination is justified and lawful, the Company shall return to the Company any amount already received that corresponds to the non-executed (or the faulty execution of) Additional Services.
7.4.2 Terminate the provision of an Additional Service, without cause, where this is allowed in the overall Purchase T&Cs and/or the Platform T&Cs. In that case no refund of any amount already paid by the Client shall take place (in any case that amount would be considered as a reasonable exit fee owed to the Company for the termination without cause)
7.4.3 Terminate the Account of the Client. If the Account is terminated for a justified and lawful cause, then the provisions of paragraph a) of the present article shall apply respectively. If the Account is terminated without cause, then the provisions of paragraph b) of the present article shall apply respectively.
7.5.1 It is specified that the termination of an Additional Service contract as per paragraphs a) or b) above, does not automatically terminate and all other existing Additional Service contracts (even if they are included in the same Purchase Order); moreover, it does not automatically terminate the Client Account. In order to terminate other Additional Services Contract too, and/or the Client Account as a whole, Client should specify this in the termination notice. In that case too, the provisions of article 7.4. above shall apply too.
7.5.2 In case that the Additional Service terminated (with or without cause) refers to the paid hosting of a Content and/or of hosting of data in the Platform Article 7.7.1 applies also.
7.5.3 It should be noted that termination of the Client Account shall terminate all pending Additional Services at once and the provisions of article 7.7.1 shall also apply.
7.6 Company also, reserves the right to terminate the Client’s access to all or a part of the Platform and/or to the Client Account at any time as following:
7.6.1 Terminate one or more Additional Service Contracts and/or the Account of the Client for cause (for example indicatively but not exhaustively, in case of violation of any contractual or lawful provision by the Client, in case of non-payment of any Service, further to the Notice and Take Down process etc.). Termination shall be effective from the day that the Company notifies the Client. In that case no payment will be refunded to the Client (any payment for non-executed Services shall be considered as a reasonable penalty owed to the Company by the Client, for termination for cause, notwithstanding any other rights of the Company for further compensation).
7.6.2 Terminate one or more Additional Service Contracts and/or the Account of the Client without cause at any time, by notifying the Client and providing a reasonable period for such termination to take place. In this case, any amount already paid for Services that were not executed shall be returned to the Client. The provisions of article 7.5. above apply accordingly.
7.7 Deletion of a Client Account:
7.7.1 The Client hereby acknowledges that in any case of termination of the Account as laid down above, the Company will permanently delete the Client Account, will remove and take down all the Client Content available in the Platform, and will also delete all Client data contained in the Client Account as well as any third party data and any Client Content hosted in the Platform on behalf of the Client within fifteen (15) days from the effectiveness of the termination notice.
7.7.2 The Client also acknowledges that if the Client Account is deleted for any of the above reasons, it will no longer be possible for the Company to receive any of the pending Additional Services that have been purchased (with the exception of the Consulting Services as laid down in 7.7.4 below, if termination is not for cause). Therefore, by deleting his/her Account the Client terminates at the same time the Purchase order of all Additional Service purchased by the Company through the Platform (even if such Additional Service has not been fulfilled yet by the Company). Payment terms of article 3 shall be applicable in this case too.
7.7.3 In case of termination for cause, the Company reserves the right to refuse the new registration of the Client in the future.
7.7.4 Notwithstanding the provisions of 3.4.2 and 3.4.3, in case the Client deletes his/her Account in the Platform, the Company shall continue to provide the Consulting Services purchased by the Client unless Company receives a specific request to terminate those services too as laid down in article 7.5. above. below. However, Client will not be able to upload to upload any Client Content nor to receive any marketing services included in the Consulting services package purchased, unless he/she has an active Client Account.
As a result of the provision of our Services to Client, and whether due to any intentional or negligent act or omission, we may disclose to Client or a Client may otherwise learn of or discover, the Company’s documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Information"). By using the Platform, a Client agrees and acknowledges that any and all of the Information is confidential and shall be the Company’s sole and exclusive intellectual property and proprietary information. Each Client agrees to use the Information only for the specific purposes as allowed in these Terms. Any disclosure of the Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of these Terms. Furthermore, each Client acknowledges that the Information is proprietary, confidential and extremely valuable to the Company, and that the Company would be materially damaged by Client’s disclosure of any Information. The Client acknowledges and agrees that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that the Company shall be entitled to injunctive relief and other equitable remedies.
9. Applicable Law And Jurisdiction
These terms are considered as terms between businesses and commercial entities and are governed by and construed according to the laws of Cameroon and the international Community. Both parties agree that they are subject to the exclusive jurisdiction of the courts of the city of Douala in Cameroon in connection with any dispute under these Terms. The Company and Client hereby consents to the exclusive jurisdiction of the State of Nevada.
10.1 If individual terms of the Terms & Conditions become partially or wholly invalid or unenforceable, the validity of the remaining provisions shall not be affected.
10.2 Company’s failure or delay enforcing any right or provisions of the overall Purchase T&Cs shall not constitute a waiver of such or any other provision.
10.3 Clients may not assign any of their rights under the present Terms & Conditions to any third party. eLearning reserves the right to assign its rights under the present to any other individual or entity at its sole discretion.
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