Teachers’ Resource Subscription Agreement

Ownership Rights: All rights, title and interest in and to the Service, all components thereof and material therein, any Updates and Upgrades thereof, and any and all copies of the same, are owned exclusively by Whizz Education together with all intellectual property rights in all of the foregoing (including but not limited to copyright, trade marks, database rights, designs and design rights, patents, inventions, know-how, trade secrets, and all other similar rights arising under the laws of any jurisdiction, whether registered or unregistered and including any applications to register the same). As between the parties, Whizz Education owns any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. Except as expressly provided by this Agreement, You do not have and are not granted any right, title or interest in or to the Service.

Permitted Use and Restrictions: Access to the Service is by a single user name and password for You and Your employees (“School User Details”). You can and You can permit Your employees, students or other persons working or studying within Your institution under Your authority (“Permitted Users”) to:

1. access, retrieve and display the Service and all material available through the Service on a network, server or on one or more personal computers under Your control within the premises of Your institution for internal use within Your institution;
2. in the case only of a Permitted User who is a teacher, access, retrieve and display the Service and all material available through the Service on their own single personal computer both inside and outside of your premises for use in connection with their school work only;
3. print out individual screen extracts from the Service to be photocopied for classroom use only within Your institution, for internal use by Permitted Users and for use outside of the classroom by Permitted Users for homework or preparation for such classroom work;
4. store such printable items in electronic form on disk or on a mobile device (but not on any server or other storage device connected to a network other than a network under Your control within the premises of Your institution).

For the avoidance of doubt, access to the Service by Permitted Users who are students is permitted only within Your premises. Teachers who cease to be Your employees cease at the same time to be Permitted Users.

The activities described in items 1 to 4 above are referred to in this Agreement as the “Permitted Activities”.

You cannot, and You will not allow Permitted Users to:

1. copy the Service or any part thereof for any purposes not specified above in the Permitted Activities;
2. alter the Service, or in any way reverse engineer, disassemble, decompile or create a derivative product from the contents of the Service save to the extent permitted by applicable mandatory laws (such as, for example, national laws implementing EC Directive 91/250 on the Legal Protection of Computer Programs);
3. include the Service or any part of it in any other product or Service materials;
4. lease, rent, hire, lend, distribute or sell the Service or any part of it;
5. use the Service in any way not specified in the Permitted Activities set out above without the prior written permission of Whizz Education;
6. remove or obscure any copyright, trade mark or other proprietary notice of Whizz Education or its licensors from any portion of the Service or from any print outs made from the Service;
7. redistribute any of the Service (including by using it as part of any syndication, content aggregation, library, archive or similar service);
8. cache any part of the Service in a proxy server;
9. create a database in electronic or structured manual form by systematically and/or regularly downloading/printing and storing all or any of the Service;
10. deep link to, frame, spider, harvest or scrape the Service or otherwise access the Service for similar purposes;
11. use any machine, electronic, web based or similar device to read or extract the Service by automated or machine based means (as opposed to using your own eyes); or
12. divulge School User Details to, and/or permit the use of School User Details by, persons who are not, or have ceased to be, Your employees.

The activities described in items 1 to 12 above are referred to in this Agreement as the “Prohibited Activities”.

You agree that You will draw the terms of this Agreement to the attention of all Permitted Users, that You will ensure that all such Permitted Users comply with these terms and that You will remain exclusively liable for any breaches of these terms by such Permitted Users. For the purposes of this Agreement, all acts and omissions of Permitted Users shall be deemed to be Your acts and omissions. If We reasonably believe that You and/or Your Permitted Users are, for example, misusing School User Details, we reserve the right to terminate the Service – see Term and Termination below.

These terms apply to You and to all Permitted Users both irrespective of the delivery platform You and the Permitted User(s) use – e.g. desktop PC, laptop, mobile device, PDA or otherwise – and irrespective of how the Service is delivered to You and the Permitted User(s) – e.g. via web browser, WAP browser, email, SMS or otherwise. By accessing the Service and by facilitating access to the Service by your Permitted User(s) you are agreeing that these terms and conditions are binding on You and Your Permitted User(s).

Grant of License/Provision of Service: Provided that You have paid in full any sums owing to Whizz Education or its resellers, distributors or agents in respect of the Service, and that You do nothing which is forbidden as a “Prohibited Activity”, Whizz Education grants You a non-exclusive, non-transferable, non-sublicensable license to carry out the Permitted Activities in respect of the Service and any and all Updates and Upgrades thereof for the period recorded in the invoice to You for the Service or as otherwise agreed in writing by Whizz Education® (the “Term”) . All rights not specifically granted under this Agreement are reserved by Whizz Education. You shall be solely responsible for hardware and interconnections and telecommunications to access the Service.

Updates and Upgrades: The terms and conditions of this Agreement apply to the Service and to any and all Updates and Upgrades provided from time to time by Whizz Education. When an Update or an Upgrade is incorporated in the Service, it will be deemed to form part of the Service for the purposes of this Agreement, and You must comply with all the terms and conditions of this Agreement in relation to all Updates and Upgrades which we may provide. “Updates” means any bug-fixes, workarounds or minor corrections, enhancements or modifications to the Service made available by Whizz Education at its absolute discretion from time to time to You under the terms of this Agreement. “Upgrades” means releases of the Service containing additional content, features and curriculum changes, which may include related additional functionality, made available by Whizz Education at its absolute discretion from time to time to You under the terms of this Agreement. Provided that the essence of the Service as an online resource of mathematics content for use by teachers and their students is maintained, Whizz Education may change, alter or withdraw any part of the Service at any time (with or without notice to You). Whizz Education may at any time release products and services similar to the Service, but, for example, incorporating additional functionality, content and features. Nothing in this Agreement grants to You or entitles You to any rights in relation to such similar products and services. If You are interested in purchasing any such similar products and services, You should contact Whizz Education or its resellers, distributors or agents for further information.

Term and Termination: This Agreement shall commence on the Start Date in the invoice to You for the Service and shall continue for the Term as described above in the paragraph headed “Provision of Service”.

You may terminate this Agreement before the end of the Term by giving us notice in writing at any time. Unless We are in breach of Our obligations to You, You will not be entitled to any refund of the fees paid by You.

At the end of the Term, this Agreement will automatically terminate and Your access to the Service and that of all Your Permitted Users will be automatically disabled unless You have agreed to extend your Agreement for a new period and have paid the applicable renewal fees by that date.

If You and Your Permitted Users do not continue to do only what You and they are allowed to do as a Permitted Activity under this Agreement or if You and Your Permitted Users do anything which You and they are not allowed to do which is forbidden as a Prohibited Activity, You will be in breach of the Agreement. If You are in breach of this Agreement this Agreement will terminate automatically and Whizz Education shall have the right to disable Your access to the Service and to take action to recover from You any damages suffered by Whizz Education as a result of Your breach.

We also reserve the right to terminate this Agreement at any time and for any reason on giving notice to You. If we terminate your access to the Service pursuant to the immediately preceding sentence, we will refund a proportion of the fee relating to the remainder of the Term for which You have paid (if any).

Limited Warranty: The Service primarily consists of mathematics lessons and exercises covering the U.K. National Numeracy Strategy which use animation and other help features to demonstrate mathematical concepts and techniques. Whizz Education makes no representation concerning the suitability of the Service for students not following the U.K. National Curriculum nor for its use other than as a supplementary teaching tool . Whizz Education is not responsible for any use of the Service by You and/or Your Permitted Users outside its scope as stated in these terms and conditions.

What we can guarantee: WHIZZ EDUCATION SHALL DEVELOP AND OPERATE THE SERVICE WITH REASONABLE SKILL AND CARE, SEEKING TO ENSURE THAT IT IS SUITABLE FOR TEACHERS AND STUDENTS. WHIZZ EDUCATION SHALL USE REASONABLE ENDEAVOURS TO MAKE THE SERVICE AVAILABLE TO YOU AND TO YOUR PERMITTED USERS 24 HOURS A DAY 7 DAYS A WEEK, SUBJECT TO ROUTINE MAINTENANCE AND SITE UPDATES AND TO THE SECTION ENTITLED “FORCE MAJEURE” BELOW.
What we cannot guarantee: EXCEPT AS SET OUT IN THE PARAGRAPH ABOVE, WHIZZ EDUCATION DOES NOT GIVE ANY WARRANTIES IN RESPECT OF THE SERVICE. AS WITH ANY EDUCATIONAL PROGRAMME, THE BENEFIT DERIVED FROM THE USE OF THE SERVICE DEPENDS ON THE SKILL OF THE TEACHERS AND THE DILIGENCE OF THE STUDENTS WHO USE IT.
WHIZZ EDUCATION CANNOT BE RESPONSIBLE IF SOME STUDENTS FIND OFFENCE IN SOME OF THE SERVICE WHETHER FOR RELIGIOUS, ETHNIC OR OTHER REASONS. IF ANY OFFENCE IS CAUSED, IT WILL BE COMPLETELY UNINTENDED.

This warranty is limited to You and is not transferable.

This limited warranty is void if any failure of the Service to comply with the warranty has resulted from accident, abuse, misapplication, neglect, use of the Service other than in accordance with the FAQs, service or modification by someone other than Whizz Education. In no event shall Whizz Education be liable for any damages whatsoever arising out of You accessing the Service other than in accordance with the FAQs, even if advised of the possibility of such damages. Whizz Education will not be liable for any loss or damage of any kind suffered by any party as a result of reliance upon or reproduction of any errors in the content of the Service.

Whizz Education does not warrant that the functions of the Service meet Your requirements or that the media is compatible with any computer system or network on which it is used or that the operation of the Service will be unlimited or error free. You assume responsibility for selecting the Service to achieve Your intended results and for the installation of, the use of and the results obtained from the Service.
To the maximum extent permitted by applicable law, the entire liability of Whizz Education and Your only remedy in connection with this Agreement and the Service shall be refund of the fee paid by You for the Service which failed to meet the warranty.

No information or advice (oral, written or otherwise) given by Whizz Education or Whizz Education’s agents or distributors shall create a warranty or in any way increase the scope of this warranty.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WHIZZ EDUCATION HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR DUTIES OF EVERY NATURE WHATSOEVER (EXCEPT ANY DUTIES OF GOOD FAITH), INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ANY EXPRESS OR STATUTORY WARRANTIES, AND ANY WARRANTIES OR DUTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, PERFORMANCE, AVAILABILITY, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT. WHIZZ EDUCATION OFFERS NO ASSURANCE OF UNINTERRUPTED OR ERROR-FREE SERVICE NOR THAT THE SPEED OF THE SERVICE WILL NOT BE ADVERSELY AFFECTED BY FACTORS AFFECTING THE INTERNET GENERALLY. NEITHER DOES WHIZZ EDUCATION PROVIDE ANY WARRANTY THAT THE SERVICE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

Limitation of Liability: TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, YOU ALSO AGREE THAT WHIZZ EDUCATION WILL NOT BE LIABLE TO YOU FOR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO YOUR OR YOUR PERMITTED USER(S)’ USE OF OR INABILITY TO USE THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHIZZ EDUCATION SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND (EXCEPT FOR PERSONAL INJURY OR DEATH RESULTING FROM WHIZZ EDUCATION’S NEGLIGENCE OR FOR LOSSES RESULTING FROM FRAUD, WHIZZ EDUCATION’S LIABILITY FOR WHICH SHALL NOT BE LIMITED) ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICE OR FROM ERRORS, DEFICIENCIES OR FAULTS THEREIN, WHETHER SUCH LOSS OR DAMAGE IS CAUSED BY NEGLIGENCE OR OTHERWISE.
WITHOUT LIMITING THE FOREGOING, WHIZZ EDUCATION AND ITS LICENSORS SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, EVEN IF WHIZZ EDUCATION OR ITS LICENSORS ARE ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL WHIZZ EDUCATION’S AND ITS LICENSORS’ AGGREGATE LIABILITY EXCEED THE PURCHASE PRICE OF THE SERVICE FOR A ONE YEAR PERIOD.

Force Majeure: Notwithstanding anything contained in this Agreement Whizz Education shall not be liable for failure or delay in performing any of our obligations because of any cause beyond Our reasonable control (including but not limited to (a) decision of any court or other judicial body of competent jurisdiction, (b) unavailability of equipment, power or other commodity, (c) failure or non-availability of Internet or telecommunications facilities, computer hardware or Service, (d) act of God, war, riot, terrorist attack, civil commotion, malicious damage, fires, flood or storm (e) strikes or other industrial disputes (whether involving Our workforce or that of any other party) or (f) acts of government or other prevailing authorities or default of suppliers, sub-contractors or other third parties).

Privacy Policy: Our Privacy Policy is displayed on www.whizz.com and should be read in conjunction with this Agreement to determine our use of cookies and tracking devices in our provision of the Service.

Governing Law: This Agreement will be governed by and construed in accordance with the laws of England and Wales, and You agree to submit to the exclusive jurisdiction of the courts of England and Wales in relation to any matter arising hereunder. Notwithstanding the preceding sentence, Whizz Education shall have the right to seek injunctive or similar relief in any court of competent jurisdiction anywhere in the world in order to protect its intellectual property rights or its rights in its confidential information.