Terms of Use

Terms of Use

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Last Updated: February 2019

Please read carefully these Terms of Use which govern your use of the Web-site, the Services and the Products provided by us on it.

In consideration of making the Web-Site, the Services and the Products available to you, you hereby agree to accept these Terms of Use.

1. Definitions

Content has the meaning given in section 5 below.

Licence Period means a calendar month for which the monthly Subscription Fee is paid by you in order to get access to the Website, the Services and the Products for such calendar month.

Materials means electronic educational materials available on the Website in the form of pictures, drawings, photos, texts, videos, audio.

Personal data is any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. The definition of Personal data is actually given in Article 4 Regulation (EU) 2016/679 of the European Parliament and of the Counsel of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the so called “General Data Protection Regulation” or “GDPR” as sometimes abbreviated).

Products means the products available on the Website for paid Subscription Fee.

Services means the services available on the Website for paid Subscription Fee.

Subscription Fee means the fee payable by you in order to get full access to the Website, the Services and the Products.

Website means any of the following websites owned and operated by CEO Speech LLC to cover the following countries or regions:

Russia, Georgia

http://www.red.resource-education.com

European Union

http://www.eu.resource-education.com

North America

http://www.na.resource-education.com

South America (other than Brazil)

http://www.sa.resource-education.com

East Asia

http://www.ea.resource-education.com

We, us, or our means CEO Speech LLC, a legal entity incorporated under the laws of the State of Tennessee, USA and having its registered address at: 511 Union Street, STE 800, Nashville TN, 37219, USA

2. License

In consideration for the payment of the Subscription Fee by you, we hereby grant to you a non-exclusive non-commercial licence to access and use the Services and Products via the Website during the Licence Period (the “License”).

3. Licensing requirements

The terms of the License impose certain licensing restrictions and requirements. In order to comply with them you covenant and undertake to us not to do any of the following:  

  • sub-license or assign the benefit or burden of the Licence in whole or in part to anyone else;

  • attempt to copy, duplicate, modify or distribute any portion of the Website and its Content;

  • attempt to obtain, or assist others in obtaining access to the Website, the Services and the Products other than as provided under the Terms of Use.

4. Access to the Website, the Services and the Products

You understand and agree that you will be able to access the Services and the Products on the Website only during relevant Licence Period for which the Subscription Fee was duly paid. Failure to pay the Subscription Fee for the relevant License Period will result in deny of access to the Services and the Products and all or some parts of the Website.

You are responsible for making all arrangements necessary for you to have access to the Website. You are responsible for providing and maintaining suitable computer hardware, software and telecommunications equipment and services to enable you to access the Website and use the Service and the Products available on the Website.

5. Registration on the Website

A. Eligibility

To access the Website and use the Services and the Products, you must be a legal entity or an individual of eighteen (18) years of age or older who can enter into legally binding agreements. You may not access the Website and use the Services and the Products if you are a competitor of ours or if we have previously banned you from accessing the Website and using the Services and the Products and/or closed your account on the Website. We reserve the right, in our sole discretion, to refuse, suspend, or terminate access to the Website pursuant to Section 12.

B. Account

You must create an account and provide certain information about yourself in order to access the Website and use the Services and the Products. You agree to provide true, accurate and complete information as prompted by the registration form and to update this information to maintain its truthfulness, accuracy and completeness. You are responsible for maintaining confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You warrant and undertake to us that any person accessing the Website and using the Services and the Products with your username and password is you or is authorized to act on your behalf. You agree to notify us immediately if you suspect any unauthorized use of your account.

C. Consent and adherence to Privacy Policy and Consent Notice

By agreeing to these Terms of Use, you also agree to the terms of our Privacy Policy and Consent Notice, which is expressly incorporated herein and is an integral part of these Terms of Use. Before using the Website, please carefully review our Privacy Policy and Consent Notice. All Personal data provided to us as a result of your use of the Website, the Services and the Products will be handled in accordance with our Privacy Policy, and by accessing the Website, or allowing your child/teacher/pupil/student to access the Website through your account, you consent to the collection, storage, use and dissemination of your Personal data in accordance with this Privacy Policy and Consent Notice.

6. Website Content

The Website, including without limitation all Materials displayed on or produced through the Website, information, text, illustrations, graphics, video, sound recordings, software including the code comprising or used to operate the Website, functions, tools, results derived from the use of software and tools, names, logos and trademarks on the Website (collectively, “Content”) and the intellectual property therein belong to us and are protected by copyright, trade mark, trade secrets and other intellectual property laws unless expressly indicated otherwise on the Website.

7. Your content

You are solely responsible for Your content that you upload to your account on the Website or otherwise use via the Website.

Your content means any documents, information, data, text, images, messages or other materials, including any texts you upload to your account on the Website or otherwise use via the Website.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing Your content from the Website if it is offendable, suspending or terminating your account on the Website.

Under no circumstances we have any intellectual property rights to Your content uploaded by you to your account on the Website.

You acknowledge and agree that we may preserve Your content and may also disclose Your content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal processes, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that Your content violates the rights of third parties; or (d) protect the rights, property, or personal safety of us and the public. You understand that the technical processing and transmission of the Website, including Your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Your content is encrypted and protected in accordance with PCI DSS security standard.

8. Your content containing personal data

You acknowledge and agree that some of Your content that you upload on the Website may contain Personal data.

Whenever Your content that you upload contains Personal data the GDPR Data Processing Addendum shall apply. GDPR Data Processing Addendum shall be an integral part of these Terms of Use.

9. Confidentiality

For the purposes of this clause 8 "Confidential Information" means all information in any and all medium, including but not limited to Your content, that has been disclosed or will be disclosed by you to us via the Website including, without limitation, text, data, technology, source code, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, documents, specifications, information concerning research and development work, and/or trade and business secrets.

Confidential Information shall not include any information which:

  1. is already known to us or is publicly available at the time of disclosure;

  2. becomes known to the general public after disclosure through no act of ours in breach of this Terms of Use;

  3. is disclosed to us by a third party who is not, to our knowledge, in breach of an obligation of confidentiality;

  4. was or is independently developed by us without use of the Confidential Information disclosed by us; or

  5. is disclosed pursuant to a court order, provided we at your request and expense, use reasonable efforts to limit such disclosure to the extent requested.

We shall not disclose or otherwise provide any Confidential Information to any third party without your prior written consent.

We agree to hold all Confidential Information in strict confidence and to take all reasonable steps to safeguard the Confidential Information including, without limitation, those steps that we take to protect our own Confidential Information of a similar nature.

We under no circumstances shall obtain ownership rights or other intellectual property rights under these Terms of Use in respect of the Confidential Information given by you, including rights to Your content uploaded via the Website and/or created in the process of use of the Website.

Our obligations with respect to the Confidential Information shall survive termination of these Terms of Use and remain in effect for a period of two (2) years from the date of termination.

10. Disclaimer of Warranty

Your use of the Website is at your sole risk. The Services and the Products are provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We make no warranty that (i) the Website, the Services and the Products will meet your requirements, (ii) the Website will be uninterrupted, timely (up-to-date), or error-free, (iii) the results that may be obtained from the use of the Website, the Services and the Products will be accurate or reliable, or (iv) the quality or fitness of any Services and Products purchased or obtained by you through the Website will meet your expectations.

The Website is secured by taking appropriate administrative, physical, and technical measures for protection of the security, confidentiality and integrity of Your content, including, but not limited to using certified secured data protocols and encrypting sensitive data (“Website security”). Our Website security is provided “as is” and “as available,” and we make no warranties that the level of our Website security shall be resistant to possible ddos and any other types of attacks on our Website and consecutively we bear no liability whatsoever if the available level of our Website security is not sufficient to withstand any of the above mentioned attacks.

11. Limitation of Liability

You expressly understand and agree that we and our affiliates, employees, officers, directors, owners, agents, licensees, licensors (collectively, “Released parties”) will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, damages for loss of goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the Website, the Services and the Products; (ii) unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party on the Website; or (v) any other matter relating to the Website. In no event will our total liability to you for all damages, losses or causes of action exceed whatever is greater: (a) Subscription Fee for 6 (six) months or (b) US$100.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations set forth above may not apply to you. If you are dissatisfied with any portion of the Website, the Services and the Products or with this limitation of liability, your sole and exclusive remedy is to discontinue the use of the Website, the Services and the Products.

12. Indemnity

You are responsible for maintaining confidentiality of your account on the Website and password(s). You are also responsible for all activities that occur under your account. Therefore, you agree to indemnify, defend and hold us, our affiliates, employees, officers, directors, owners, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of (a) any breach by you of these Terms of Use or claims arising from your account or any other use by you of the Website, the Services and the Products; (b) any fraud or manipulation by you; (c) any third-party claim, action or allegation of infringement based on information, data, files or other content submitted by you; (d) any claims of credit card fraud based on any information released by you. You agree to use your best efforts to cooperate with us in the defence of any demand, claim, action or suit. We reserve the right to assume the exclusive defence of any matter subject to indemnification by you at our own expense.

13. Termination and Suspension of the Terms of Use and License

The Terms of Use are effective once you have created an account (registered) on the Web-site and in effect until your account is terminated by you voluntarily or by us as provided for under this section.

We may terminate or suspend your right to access your account on the Web-site and use the License at any time by providing you with email notice of such termination or suspension in the following cases:

  • upon the demand of a state authority;

  • in case of your violation of the applicable legislation;

  • if Your content uploaded onto the Website contradicts the applicable ethical or legislative norms (contains calls for terrorism, coup, etc.).

If we terminate or suspend your right to use the Website and the License for any of these reasons, you will not be entitled to any refund of unused balance in your Subscription Fee. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, unless we give express consent hereto.

Even after your right to access and use the Website is terminated or suspended, these Terms of Use will remain enforceable against you.

You may terminate these Terms of Use at any time by ceasing all access and use of the Website and/or terminating your account on the Website. Alternatively you can send an email termination notice to antoine@resource-education.com. This will also mean your waiver of the License. All sections which by their nature should survive the expiration or termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of Terms of Use.

When your account is terminated for any reason, you may no longer have access to Your content kept on the Website. Your content may be deleted from the Website.

14. Arbitration and Governing law

The Terms of Use are governed by the laws of England and Wales excluding its conflicts-of-law rules.

Any dispute (“Dispute”) arising from or relating to the Terms of Use shall be finally settled by LCIA arbitration in London, the United Kingdom, using the English language in accordance with the LCIA rules (“LCIA”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected by LCIA from the appropriate list of LCIA arbitrators in accordance with the LCIA rules.

15. Entirety and Severability

The Terms of Use, any amendments hereto and other additional agreements you may enter into with us in connection with the Web-site as well as information available on the Web-site shall constitute the entire agreement between you and us concerning the Web-site and the Services. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

16. No waiver

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

17. No assignment

The Terms of Use, any rights and License granted hereunder may not be transferred or assigned by you.

18. Links to Third Parties

The Website may contain links to third-party web-sites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from our Website, you do so at your own risk, and you understand that these Terms of Use and the Privacy Policy and Consent Notice do not apply to your use of such other web-sites. You expressly release us from any and all liability arising from your use of any third party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers and businesses found on our Website and any other terms (such as warranties) are solely between you and such third parties. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties.

19. Notices

We may provide notices, whether such notices are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in these Terms of Use.

20. Changes to the Terms of Use

We may revise these Terms of Use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes made, as they are binding on you. Some of the provisions contained in these Terms of Use may also be superseded by provisions or notices published elsewhere on the Website.

21. Contacting us

Should you wish to contact us with any questions or comments with respect to the Website, the Services and the Products, please visit our Website or email us at antoine@resource-education.com.