My Learning Hub Terms of Service
Effective: 3rd September 2019
The Platform (as defined below) is being made available by My Learning Hub Limited (“My Learning Hub”) to You on the condition that You agree to these terms and conditions (the “Agreement”). “You,” or “Your” refers to the person accessing or using the Platform, or, if the Platform is being used on behalf of an organization, such as your employer, "You," or “Your” means such organization. If you are accessing the Platform on behalf of your organization, You represent and warrant that You have the authority to do so and to bind such organization to this Agreement. Violation of any of the terms below will result in the termination of this Agreement and Your access to the Platform.
BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE MY LEARNING HUB PLATFORM.
For more information on My Learning Hub and the Platform please visit MyLearningHub.com
My Learning Hub’s software is constantly evolving, and as such, it may change the terms of this Agreement from time to time. If a change to the terms occurs, then a new copy of this Agreement will be available at Terms of Service at least thirty (30) days before the new version becomes effective. Your use of the Platform is subject to the most current version of the Agreement at the time of such use.
For purposes of this Agreement:
- “Account” means Your Platform account and profile, accessed using Your unique username and password.
- “Charge” means the charge payable by You in respect of the Plan to which You have subscribed as set out in the Agreement or any alternative pricing as may be agreed in writing with My Learning Hub.
- “Content” means all visual, audio and audio-visual content and materials that You or Your End Users post or upload to, or disseminate, distribute or transmit through, the Platform or Portal including all videos, pictures, photographs, text, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other content and materials.
- “Data Protection Legislation” means all applicable laws and regulations relating to the processing of personal data and privacy including the General Data Protection Regulation 2016/679 (“GDPR”) and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated and the terms “data controller”, “data processor”, “process” and “personal data” shall have the meanings given to those terms in such data protection laws and regulations.
- “Documentation” means any and all user manuals, instructions, videos, brochures or similar media relating to the use of the My Learning Hub Platform made available by My Learning Hub.
- “End User” means any individual authorized to access and use your Portal or one or more of your Sub-Portals pursuant to, or in accordance with, an End User Contract. “End User”, as defined, is further limited to only the maximum number of End Users permitted by Your Plan.
- “End User Contract” means the terms on which You grant each End User access to and use of Your Portal and the Platform. Your “End User Contract” must be at least as protective of My Learning Hub and the Platform as this Agreement. If You choose to make Your Portal and the Platform available to Your End Users without a written End User Contract, You acknowledge and agree that You are solely liable and responsible for Your End Users’ compliance with the requirements set forth in this Agreement.
- “Intellectual Property Rights” means all intellectual property rights including rights in software and computer programs, copyrights, database rights, sui generis database rights, discoveries, concepts, domain names, patents, secret or other processes, technologies, know how, inventions, ideas, improvements, information, trade secrets, business methods, logos, documents, manuals, designs, trademarks, anywhere in the world existing now or in the future (whether any of the foregoing is registered or unregistered and including any application or right of application in relation to any of them).
- “Plan” means the My Learning Hub subscription plan to which You have subscribed (set out at Pricing, which includes the applicable charges and billing schedule for Your Plan, as agreed to by the parties.
- “Platform” means the online learning platform accessible through MLH Dashboard, including all documentation, manuals, videos and software in or accessible through the Platform, excluding Your Content. “Platform” can include online access to one or several products including but not limited to: “Learning Management System”, “Authoring Tool”, “Course Library” subject to selected subscription.
- “Portal” means the Top-Level Portal and Sub-Portals, together.
- “Sub-Portal” means the one or more web-based Sub-Portals (each with its own unique login domain) established by You on the Platform for the purposes of delivering Content, training, and courses to End Users.
- “Support” means the customer support available with Your Plan in relation to the Platform as outlined in Clause 5 of this agreement.
- “Top-Level Portal” means the top level portal You establish when You create an account on the Platform to deliver Content, training and courses to End Users.
Free Trial License
- My Learning Hub offers a free trial version of the Platform for you to evaluate the Platform before committing to a paid Plan. If You enroll in the free trial version of the Platform, My Learning Hub hereby grants You, subject to this Agreement and for a period not to exceed 14 days, a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely to enable You to assess whether the Platform meets Your requirements. You may not use the free trial to deliver a complete training or other course. You may configure the Top-Level Portal, create one or more Sub-Portals and upload Content solely to evaluate the Platform with End Users. My Learning Hub reserves the right to end Your free trial at any time for any reason.
- You may activate a free trial only once. During the initial free trial period, You may create multiple Sub-Portals and allow access to multiple End Users. If multiple free trials are activated My Learning Hub reserves the right to terminate Your access and erase all data uploaded to Your Portal.
- If by the end of the free trial period You do not subscribe to and pay for a paid Plan, My Learning Hub reserves the right to disable Your access to the trial account and delete all data, Content and configurations made during the free trial period.
- My Learning Hub may, at its sole discretion, extend your free trial beyond 14 days for a period of its choosing.
- Under no circumstances does My Learning Hub accept any responsibility for loss of content or data during your free trial period.
License Grant. Subject to the terms and conditions of this Agreement and solely in the manner and to
the extent permitted by and provided for in Your Plan, My Learning Hub hereby grants You a limited,
non-exclusive, non-transferable, revocable right to access and use the Platform to:
- create and upload Content to Portal and Sub-Portals;
- run courses and training for End Users from Portal for Your business purposes or, if expressly permitted to do so by Your Plan, on a commercial basis (i.e. by charging End Users through the E-Commerce Module); and
- sublicense the right to access and use Portal and Sub-Portal(s) to End Users.
- White Label Branding. Certain My Learning Hub Plans allow You to “white-label” Your Portals. If expressly permitted to do so by Your Plan, You are granted the right to brand Your Portals on a white labelling basis, however My Learning Hub may include a hypertext link and/or icon logo with the words “Powered by My Learning Hub” (or equivalent) at the foot of each page of the Platform.
- License Grant. Subject to the terms and conditions of this Agreement and solely in the manner and to the extent permitted by and provided for in Your Plan, My Learning Hub hereby grants You a limited, non-exclusive, non-transferable, revocable right to access and use the Platform to:
Except as expressly permitted by the terms of this Agreement, You shall not and shall ensure that
Your End Users do not:
- copy, modify, adapt, translate, or otherwise create derivative works of the Platform, My Learning Hub Intellectual Property or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Platform;
- store, distribute, post, upload or transmit any Content through the Platform (including Your Sub-Portals) that (a) is or is at risk of being perceived to be unlawful, embarrassing, harmful, threatening, bullying, libelous, defamatory, obscene, harassing, annoying, racially or ethnically offensive, inciting hatred or invasive of a person’s privacy; (b) that facilitates or promotes illegal activity, violence, discrimination based on race, gender, color, religious or philosophical belief, sexual orientation, disability or any other illegal activities; (c) depicts or contains sexually explicit or pornographic images; and/or (d) infringes the Intellectual Property rights of a third party;
- knowingly introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Platform (including Your Sub-Portals);
- exceed any maximum storage, posting, uploading or usage data restrictions in respect of the Platform (including Your Sub-Portals);
- do anything which may negatively impact the Platform IT system or environment or availability of the Platform;
- attempt to duplicate, modify, sub-license (except as permitted by clause 1.3), copy, adapt, distribute, market, lease, create derivative works from or resell the Platform (or any part of it including any of the software in or accessible through it);
- access and use the Platform in order to build a product or service competitive with the Platform;
- attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the Platform (including any of the software in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Platform (including any of the software in or accessible through it) except as may be allowed by any applicable law notwithstanding contractual prohibition;
- alter, obscure, remove, conceal or otherwise interfere with any markings on or in the Platform which refers to My Learning Hub or includes any of its trademarks or logos;
- use the Platform for the purposes of direct marketing or promotion to anyone other than Your End Users and their customers;
- suggest or state that My Learning Hub endorses or supports Your Content or any training or other course You are running;
- circumvent or manipulate any of the restrictions or security-related features within the Platform, such as with respect to the number of permitted End Users; or
- engage in any deceptive, unfair or misleading practice and/or in violation of applicable law.
- Except as expressly permitted by the terms of this Agreement, You shall not and shall ensure that Your End Users do not:
- You are entitled to My Learning Hub’s standard customer support services offered with Your Plan. Support is generally available between the hours of 09:00 and 18:00 GMT, Monday to Friday (excluding bank and UK public holidays) unless otherwise agreed in a separate custom SLA available on Enterprise plans. You should make all reasonable efforts to investigate and diagnose problems before contacting customer support. My Learning Hub may change the support services offered from time to time in the manner it sees fit, provided it does not materially decrease the quality or timeliness of the support services available under Your Plan.
Access by End Users
- Subject to the terms of this Agreement, You are granted a limited, non-transferable, royalty-free license to sublicense access to and use of Your Portal to Your End Users, provided the number of End Users accessing or using Your Portals must not exceed the maximum number permitted by Your Plan.
- You are responsible for ensuring that Your Plan has available End Users for the number of End Users accessing and using Your Portals. You shall not allow any End User profile to be used by more than one individual person unless it has been reassigned in its entirety to a different individual (in which case You shall ensure the prior End User ceases to have any access to that Top-Level and/or Sub-Portal(s)).
- Any transactions or terms in relation to the use of the Portal by Your End Users is solely between You and each End User. Other than those made herein, My Learning Hub has no responsibility or liability to Your End Users and nothing herein confers a benefit on any person other than You. You shall defend, indemnify, and hold My Learning Hub harmless from and against any threats, demands or claims made by any End User against My Learning Hub and any damages, awards, costs, expenses, liabilities and/or losses suffered, incurred and/or agreed to be paid by My Learning Hub in connection with and/or arising from any such threats, demands or claims. This clause survives the termination or expiration of this agreement.
- You are solely responsible for Your End Users’ compliance with the terms of this Agreement. Upon request, You shall take all steps to enforce My Learning Hub’s rights against any particular End User and/or procure compliance by an End User with the terms of this Agreement, which may include restricting specific End Users access to Your Top-Level and/or Sub-Portal(s). If it believes there to be good reason to do so, My Learning Hub reserves the right to restrict or disable (on a temporary or permanent basis) access to the Platform (including Your Sub-Portals) and/or to delete one or more of Your End Users. My Learning Hub will not permanently disable Your Account without first notifying You and giving You an opportunity to cure such noncompliance, if curable.
Acceptable Use of the Platform
- You are responsible for the way in which You and Your End Users access and use the Platform (including Your Sub-Portals) and for any Content stored, posted or uploaded to, or distributed or transmitted through, the Platform (including Your Sub-Portals) by or on behalf of You or Your End Users.
- You shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Platform and, in the event of any such unauthorized access or use, shall promptly notify My Learning Hub.
- You shall comply with all applicable laws, regulations, rules and codes with respect to Your activities relating in any way to Your use or exploitation of the Platform including, where applicable, under any legislation implementing the European E-Commerce Directive 2000/31/EC, E-Privacy Directive 2002/58/EC and Consumer Rights Directive 2011/83/EC (including the distance selling rules).
- My Learning Hub does not monitor any Content on the Platform (including Your Sub-Portals), but reserves the right (but is not required) to remove, delete and/or destroy any Content which is in breach of this Agreement or if considered prudent to do so for any reason.
- You shall notify My Learning Hub in writing of any breach of this Agreement by You or any End User immediately upon becoming aware of such breach or reasonably suspecting that a breach has occurred.
- You are responsible for all use of Your Account and for maintaining the security of Your Account and the confidentiality and security of the password and username for Your Account. Please contact My Learning Hub immediately if You know or suspect Your Account has been accessed by an unauthorized third party.
- You are solely responsible for providing all training, teaching, courses, instruction and other Content for Your Portals and End Users. All Content is uploaded at Your own risk and My Learning Hub recommends that You regularly back-up all Content uploaded onto the Platform. My Learning Hub reserves the right to delete Your Content within thirty (30) days following the expiration or termination of Your Plan.
- You and Your End Users are solely responsible for supplying all equipment, Internet access and bandwidth needed to properly access and use the Platform.
- Payments by End Users to You through the e-commerce module available via the Platform are processed by a third party payment provider. My Learning Hub has no liability for any claims arising out of or in connection with the processing or failure to properly process any End User payments by the third party payment processor.
- You are responsible for any transactions made through the E-Commerce module including compliance with any VAT and/or sales tax liability that may apply.
- You acknowledge and agree that My Learning Hub may, from time to time, change, suspend access to, replace or discontinue features or any other aspects of the Platform (including Sub-Portals).
- You agree to pay all fees in accordance with the Plan You selected. You may not withhold payment or claim any right of set-off without prior written consent. If you enroll in the Automatic Bill Payment option, You authorize My Learning Hub to bill the applicable Plan fee to Your credit or debit card or to debit the Plan fee from Your account in advance for the upcoming period.
- Plan fees may change over time, however, My Learning Hub will give You thirty (30) days prior notice, generally via email. If My Learning Hub revises Your Plan fees, the change will take effect on the date stated in the notice (but in no case will a change affect a period for which You have paid in advance).
- All Plan fees are exclusive of any taxes and duties such as value added tax, sales-and-use tax, import or other duties. You are responsible for paying all taxes and duties at the appropriate rate and in the manner for the time being provided by applicable law.
- If you fail to pay My Learning Hub for Your Plan, My Learning Hub may, in its sole discretion, (a) disable access for You and End Users to some or all of the Platform and/or terminate this Agreement; (b) delete and remove Portal and Sub-Portal(s) and/or Content; and/or (c) charge You daily interest (both before and after judgment) on the outstanding balance at a rate of 10% per annum.
- If You have chosen to pay by direct debit and Your bank is unable to make payment in any month, My Learning Hub may cancel Your direct debit facility and demand a different method of payment. In these circumstances, You may be charged, and agree to pay, an administrative fee.
- My Learning Hub may change the billing period or the payment terms for any reason including failure to pay in full on time or if You have not properly authorized the use of a credit card or debit card.
- In the event You exceed the number of End Users permitted by Your Plan, My Learning Hub reserves the right to issue You a supplemental invoice and You agree to pay for such additional users from the date You first exceeded your Plan. If a supplemental invoice for additional End Users over Your Plan is not paid My Learning Hub reserves the right to implement all or any of the options outlined in 4.
Cancellation and Termination
- You must maintain an active Plan for Your End Users to continue using and accessing Your Portals. The initial term and effective date of this agreement depends on the selected plan and is outlined on the last page of this document. This agreement shall automatically renew annually for one (1) year renewal terms thereafter. You may cancel Your subscription by giving My Learning Hub not less than 90 days advance written notice ending on a date that is the end of the initial term or the end of a renewal term. The payment for the current term is non-refundable.
- My Learning Hub may terminate this agreement (a) where permitted by another provision in this Agreement; (b) if You or Your End Users breach any provision in this Agreement and such breach is not cured within thirty (30) days of notice, if curable; (c) it determines, in its sole discretion, that Your continued use of the Platform damages its reputation or brand; or (d) if You enter into bankruptcy proceedings (whether voluntarily or involuntarily) or receivership and such proceeding or receivership is not concluded or stayed within sixty (60) days, or if You make a general assignment for the benefit of creditors.
- On the day that this Agreement terminates or expires, You agree to deliver and return to My Learning Hub all copies of the documentation in Your possession and irrevocably delete any electronic versions of documents made available to You. You must pay all sums due and owing to My Learning Hub immediately upon the termination or expiration of this agreement.
- Termination or expiration of this agreement does not affect or prejudice any rights, remedies, obligations or liabilities a party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.
- It is Your responsibility to retain the original source of all Content and to export all training history of Your End Users prior to terminating Your Plan. My Learning Hub reserves the right to delete all Content from the Portal upon termination or cancellation of Your Plan.
- Other than Your Content and Your trademarks, You acknowledge that the Platform and all intellectual property contained therein, including, but not limited to, text, works of authorship, software, music, sound, photographs, video, graphics, and third party materials, is proprietary to My Learning Hub and its licensors, and My Learning Hub and its licensors retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other intellectual property and proprietary rights thereto. Except for the limited express license granted to You under this Agreement, My Learning Hub and its licensors retain all right, title or interest in and to the Platform. You acknowledge and agree that any ideas, enhancements, improvements, additions or modifications to the Platform, suggested by You, and any and all intellectual property rights contained therein, will become My Learning Hub property, and You hereby assign and agree to assign any and all right, title and interest to any rights in such suggestions to My Learning Hub.
- You agree to not make any representation, promise, warranty or other statement of fact about the Platform that is not expressly set out in the documentation provided by My Learning Hub to You. You agree that You will not make any representation, promise or warranty or other pledge, or incur any liability, on its behalf or purport to pledge its credit or make any contract binding upon us.
If My Learning Hub processes any personal data, as defined in the Data Protection Legislation, relating to Your End Users (“End User Data”), Each party shall duly comply with all of its obligations under the Data Protection Legislation that arise in connection with this agreement and shall adhere to the provisions set out in Data Processing Agreement at https://www.mylearninghub.com/legal/gdpr which are incorporated by reference to these Terms.
- My Learning Hub uses commercially reasonable efforts to keep the Platform available, however, it does not guarantee that use of the Platform (including Your Portal) will be uninterrupted or error free at all times and in all circumstances, nor that such interruption or errors will be corrected. If for any reason My Learning Hub expects the Portal or Platform to be down for a period longer than expected for routine maintenance, My Learning Hub will use reasonable efforts to publish in advance details of such activity on the website. My Learning Hub shall not be liable for any interruption or use of the Platform (including Your Portal) unless due to its gross negligence. We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose. It is your sole responsibility to determine that the Portal and Platform meet the needs of your business or otherwise and are suitable for the purposes for which they are used.
- EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, YOU AGREE THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MY LEARNING HUB EXCLUDES ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT (INCLUDING ANY IMPLIED TERMS, WHETHER BY STATUTE, EQUITY, COMMON LAW, COURSE OF TRADE OR DEALING OR OTHERWISE) INCLUDING ANY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THE LEVEL OF SKILL AND CARE TO BE APPLIED BY MY LEARNING HUB AND ANY OTHERS WHATEVER. YOU ACKNOWLEDGE THAT YOU ARE DEALING WITH MY LEARNING HUB AS A BUSINESS AND NOT AS A CONSUMER.
- EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MY LEARNING HUB BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OR BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR WASTED MANAGEMENT TIME, WORK STOPPAGE, LOSS, DELETION OR CORRUPTION OF CONTENT OR DATA, COMPUTER FAILURE OR MALFUNCTION, DENIAL OF SERVICE, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION, MY LEARNING HUB’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION PAYMENTS MADE TO MY LEARNING HUB BY YOU IN THE PRECEDING SIX (6) MONTHS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. MY LEARNING HUB IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU, END USERS OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PORTAL AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
- If You are not satisfied with the service provided by My Learning Hub Your sole and exclusive remedy is to terminate your subscription to the Platform.
- You agree to defend, indemnify, and hold harmless My Learning Hub from and against any claims, demands, damages, losses, liabilities, awards and/or expenses suffered and/or incurred or agreed to be paid out by My Learning Hub arising out of or in connection with Your use or the use by Your End Users of the Platform in breach of this Agreement and/or any Content posted, uploaded, distributed, transmitted or disseminated by You or Your End Users.
- Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. This provision does not apply to information which (a) is or becomes a part of the public domain through no act or omission of the receiving Party; (b) is lawfully in the possession of the receiving party before the disclosure took place; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; and/or (d) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat the Platform and any Intellectual Property Rights therein as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without My Learning Hub’s prior written permission. Each party’s obligations under this clause 17 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.
- The Platform, in the normal course of operations, provides My Learning Hub with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to You or any End User, either alone or in combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected by My Learning Hub, You agree that My Learning Hub may use, store, analyze, and disclose such Aggregated Anonymous Data without Your prior written consent.
- You agree that My Learning Hub may use Your business name and logo on its marketing and promotional materials for the Platform, for as long as You use the Platform.
- My Learning Hub shall not be deemed to be in default of this Agreement if it is prevented, hindered or delayed in performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs or other industrial disputes (including with respect to its staff), failure of a utility service, Internet access or transport or electronic communications networks, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood storm or default of suppliers or subcontractors.
- The provisions in this Agreement may only be waived by My Learning Hub in writing by express reference to this clause. No delay or neglect on its part in enforcing against You any provision of this Agreement is a waiver and does not in any way prejudice its right under this Agreement. A waiver by My Learning Hub of any breach of any provision of this Agreement does not constitute a general waiver of such provision.
- This Agreement does not give rise to any partnership, joint venture, agency or employment relationship between You and My Learning Hub.
- Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be in writing to the address, email address and individual set forth: firstname.lastname@example.org or to any other email address notified to You by us, with written copies of any legal notices sent to My Learning Hub Limited, 3 Martineau Drive, Twickenham, TW1 1PZ, United Kingdom. Attention: General Counsel. Notice shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, (c) on the third business day after deposit in the U.S. mail (certified or registered mail return receipt requested, postage prepaid), or (d) as of the date received via email.
- You shall not assign, transfer, charge, novate, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement without My Learning Hub’s prior written consent. My Learning Hub may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You agree to execute any necessary document attesting and/or giving effect to such.
- For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
- The masculine gender includes the feminine and neuter and the singular number include the plural and vice versa and words importing persons include firms or companies. The section headings are inserted for convenience and are not a part of this Agreement. Amendments to this Agreement may be made only with My Learning Hub’s prior written consent. Terms such as “including”, “in particular”, “such as”, and “for example” are not read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate.
- If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of this Agreement shall remain in full force and effect.
- This Agreement, and the schedules and exhibits attached or referenced herein, represent the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements concerning such matters.
- This Agreement will be governed and construed in accordance with the English law and, the parties hereto submit to the exclusive jurisdiction of the Courts of England & Wales for the resolution of disputes hereunder.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY ACCESSING, RUNNING OR USING THE PLATFORM IN ANY WAY YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN MY LEARNING HUB AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.