Please read this software as a service terms and conditions (“agreement”) carefully before using the services offered by Babylon Resources Ltd. (“supplier”). By using this website and the services, you agree to become bound by the terms and conditions of this agreement on behalf of yourself or the organization, company, or entity for which you act (“customer” or “you”) and represent that you have the authority to bind customer to this agreement. If you do not have such authority or you do not agree to all the terms and conditions of this agreement, you must not accept this agreement, and you will not have any right to use the services offered by supplier.
OVERVIEW OF SERVICES
The Services provided by Supplier include the LMS Services and the LMS Course Store (as defined in the LMS Course Store Terms), as well as additional content or features that Supplier makes available from time to time.
LMS Services: Subject to Customer’s compliance with the terms and conditions set forth herein, Supplier hereby grants to Customer a non-exclusive, non-assignable, limited right to access and use the LMS Services solely for Customer’s internal business operations, and up to the maximum number of Customer’s Authorized Users set forth in the applicable Order or Customer’s account, during the term of the applicable Subscription (as defined in Section 7.3). Customer may elect to use either Supplier’s standard free plan, or paid features, including a Subscription. If you purchase a Subscription, Supplier will use commercially reasonable efforts to provide access the Services in accordance with the Service Level Agreement available at www.learnerscafe.com
Customer shall maintain an up-to-date list of current Authorized Users and, upon 10 days’ written notice, permit Supplier or its duly authorized representative to audit Customer’s records which relate to the measurement of number of Authorized Users and user subscriptions, provided that such audits may not be conducted more than once during any consecutive 12-month period.
Any authorized person performing such audit shall protect the Customer’s Confidential Information (as defined herein) and abide by Customer’s reasonable security procedures. Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation.
Customer has no right to access or use the Services for any purposes except as may be otherwise expressly set forth in this Agreement. All use of the Services must be only as provided in this Agreement and only in accordance with Supplier’ applicable Documentation. Customer shall not enable or assist any third party to:
(a) modify, alter, adapt, copy, translate, perform and display or create derivative works based on the Services or proceed to any action that may be properly characterized as copyright infringement by applicable agreement;
(b) decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code, object code, or underlying structure, ideas, or algorithms of the Services;
(c) merge or bundle the Services with other software;
(e) publicly disseminate information from any source regarding the performance of the Services or otherwise conduct any benchmark or stress tests;
(f) access, store, distribute or transmit any viruses, worms, Trojan horses, or other harmful code that in Supplier’ sole discretion, affects the Services;
(g) modify, disable or compromise the integrity or performance of Services, data or Supplier’s systems (including probing, scanning or testing the vulnerability of any Supplier system or network that hosts Services;
(h) tamper with or hack Supplier’s systems, circumvent any security or authentication measures, or attempt to gain unauthorized access to the Services, related Supplier systems, networks or data;
(i) decipher any transmissions to or from the servers running the Services;
(j) overwhelm or attempt to overwhelm Supplier’s infrastructure by imposing an unreasonable volume of load on Supplier’s system that consumes extraordinary resources (CPU’s, memory, disk space, bandwidth etc);
(k) interfere or attempt to interfere in any manner with the proper functioning of the Services; and
(l) include any material during the course of its use of the Services that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, harassing, depicts sexually explicit images and/or causes damage or injury to any person or property. Without prejudice to Supplier’ other rights and remedies, Supplier reserves the right, without liability to the Customer, to disable Customer’s access to any material in the event that Customer breaches the restriction provisions of this clause.
Customer agrees to:
(a) provide reasonable information and assistance to Supplier to enable the Services to be rendered;
(b) comply with all applicable local, national, federal and foreign laws in connections with its use of the Services;
(c) notify Supplier immediately upon becoming aware of any unauthorized use of the Services;
(d) designate a qualified employee as Customer’s administrator for the Services;
(e) collect, input, update all Authorized Users data and material provided for use in connection with the Services and
(f) if on a free version account, not to maintain -either directly or indirectly- more than one account.
PAYMENT FOR SERVICES
Certain features of the Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged.
Supplier may change the fees for any feature of the Services, including additional fees or charges, if Supplier gives you advance notice of changes before they apply. Supplier, at its sole discretion, may make promotional offers with different features and different pricing to any of Supplier’ customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.
The fees set forth in the applicable Order or ordering interface are exclusive of all federal, municipal, or other government excise, sales, use, value added or other taxes now in force or enacted in the future, and Customer shall pay any such tax (excluding taxes on Supplier’ net income) that Supplier may be required to collect or pay now or at any time in the future with respect to such fees.
Unless otherwise set forth in the Order, Customer shall pay all Supplier’ undisputed invoices within 30 days after Customer receives invoice. Payment of the amounts due to Supplier shall be made in accordance with the payment schedule set forth on the Order or other ordering interface.
Subscription Services. The paid Services may include automatically recurring payments for periodic charges (“Subscription”). The price, term, and restrictions of any Subscription will be set forth in an applicable Order. If you activate a Subscription, you authorize Supplier to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums.
The “Subscription Billing Date” is the date when you purchase your first Subscription. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next Subscription period. The Subscription will continue unless and until you cancel your Subscription or we terminate it. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account.
You may cancel the Subscription via your Portal (under Account and Settings) or by contacting us.
We backed your purchase of ‘our SaaS Product by our 30-day money-back guarantee. If you are not satisfied with your purchase, we will gladly solve the issue with a full refund. We have many satisfied customers across the world and we set a signature mark in our technical support service. Just put a request from your end with the details of your order number within 30 days of your purchase and tell us why you are requesting a refund. Refund requests are generally processed within 12 to 15 days.
Important Note: Refund orders are processed at the sole discretion of our company. Babylon Resources Ltd. shall, in its sole discretion, determine whether all requirements for the refund request have been satisfied and may terminate or modify the 30 days money back guarantee program on a prospective basis at any time. The act of submitting a refund request does not ensure that a refund will be issued.
Before Requesting for Refund
Please contact with us to take advantage of our friendly experienced technical support, if you find any problems our support team will help you to sort all kind of problems related to our product’s configuration and customization. Our support team is always ready to answer any questions you may have about our product.
In common when our client is almost ready to request a refund, he contacts us for help. We perform installation, help him to learn and configure our software and he becomes one of our happiest clients! We are fully confident that you will be very satisfied with our product.
TERM AND TERMINATION
(a) if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within thirty (30) days after receipt of notice to rectify served on the defaulting party by the other party;
(b) if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt; or
(c) if the other party engages in illegal activities.
OWNERSHIP OF INTELLECTUAL PROPERTY
Supplier and its licensors retain all intellectual property rights in and to the Services and its components, including the source code, Documentation, Portals, URLs, appearance, structure, organization, preparatory design material, and all other elements of the Services (“Materials”).
All Materials in the Services are the property of Supplier or its third party licensors. Other than the right to use the Services for the Term provided in this Agreement, nothing in this Agreement grants Customer any right in the Services.
Supplier reserves all rights to the Materials not granted expressly in this Agreement. To the extent Customer provides Supplier with any feedback relating to the Services (including feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Supplier will own all right, title and interest in and to such Feedback. Customer shall report promptly to Supplier any third-party claim served on Customer relating to the intellectual property rights in the Services or the Documentation.
By using one of these tools, you agree that Supplier may transfer that information to the applicable third-party service. Third-party services are not under Supplier’ control, and, to the fullest extent permitted by law, Supplier is not responsible for any third-party service’s use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under Supplier’ control, and Supplier is not responsible for their content.
Customer hereby acknowledges and agrees that Supplier’ performance of this Agreement requires Supplier to process, transmit and store personal data under the documented instructions of the Customer.
Customer hereby also acknowledges and agrees that Supplier processes personal data related to Customer, and or Customer’s Affiliates, and/or their employees or representatives and/or the Authorized Users and/or Customer’s (including Affiliates) connection data created through the use and operation of the Services, in order to administer or manage Supplier’ delivery of Services, as well as information about the contractual commitments between Supplier and Customer, for the purpose of billing and collection of payments, and of observing compliance with Customer’s obligations under this Agreement.
Customer hereby acknowledges and agrees that Supplier also processes information and personal data that the Supplier collects, when Customer submits a request for support services or other troubleshooting, including information about hardware, software and other details related to the support incident, such as authentication information, information about the condition of the service, and error-tracking files.
Supplier shall process information and personal data under this paragraph for the Term of the Agreement and until collection of payments, unless processing after the Term is necessary for compliance with a legal obligation or for the establishment, exercise or defense of legal claims.
During the Term, in connection with this Agreement, each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) confidential or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the confidential information of the Disclosing Party, will be considered “Confidential Information”; for the avoidance of doubt, the Services, all pricing information and terms of this Agreement, are Confidential Information of Supplier.
Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement.
Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including all copies and extracts thereof.
LIMITED WARRANTY AND DISCLAIMER
Each party warrants that:
(a) it is a validly existing and duly incorporated company in accordance with respective local laws;
(b) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with its the terms of this Agreement; and
(c) it has taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions of this Agreement in accordance with their terms.
Supplier further warrants that during throughout the Term, when utilized in accordance with their current Documentation and under normal use and circumstances, the Services will operate in material conformance with the Documentation under normal use and circumstances.
Supplier makes no representations or warranties or conditions of any kind concerning the Services, the materials, or their use, accuracy, or function.
No representation or other affirmation of fact regarding the Services shall be deemed a warranty or guarantee for any purpose or give rise to any Supplier’ liability of third parties whatsoever. Customer acknowledges that it relied on no warranties or statements other than as may be set forth herein. Supplier does not warrant that the services or content offered through the services, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and supplier does not warrant that any of those issues will be corrected.
Customer is solely responsible for determining fees charged to authorized users, and supplier will not be liable for any discrepancy between fees charged to authorized users and fees customer owes to supplier.
LIMITATION OF LIABILITY
To the fullest extent permitted by law, in no event will supplier and its affiliates be liable to customer for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to customer’s access to or use of, or customer’s inability to access or use, the services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not any supplier entity has been informed of the possibility of damage.
To the fullest extent permitted by law, the aggregate liability of the supplier entities to customer for all claims arising out of or relating to the use of or any inability to use any portion of the services or otherwise under this agreement.
Each provision of this agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this agreement. This allocation is an essential element of the basis of the bargain between the parties.
Customer will defend, indemnify, and hold Supplier harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with:
(a) Customer’s breach of any laws or regulations (including with respect to privacy);
(b) Customer’s or any Authorized User’s use of the services; and
(c) Customer’s violation of any agreements it has with any Authorized User.
Supplier reserves the right to change this Agreement on a going-forward basis at any time upon seven days’ notice. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies Customer’s rights or obligations, Supplier may require that Customer accept the modified Agreement in order to continue to use the Services.
Customer must accept the modifications to continue accessing or using the Services. If Customer objects to the modifications, its exclusive remedy is to cease any and all access and use of the Services. If the effective date of the modifications is during the term of a Subscription and Customer objects to the modifications, then (as its exclusive remedy) Customer may terminate its affected Subscription upon notice to Supplier, and Supplier will refund to Customer any fees it has pre-paid for use of the Services for the terminated portion of the term of the applicable Subscription.