Terms of Service

PLEASE READ THESE SOFTWARE AS A SERVICE TERMS AND CONDITIONS (“Agreement”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY Clavia Ltd (“Supplier”, AS DEFINED BELOW). 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 ORGANISATION, 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. REGISTRATION BY “BOTS” OR OTHER AUTOMATED METHODS ARE NOT PERMITTED. SUPPLIER’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THIS AGREEMENT IS CONSIDERED AN OFFER BY SUPPLIER, ACCEPTANCE IS EXPRESSLY LIMITED TO THIS AGREEMENT.

· 1. AGREEMENT DEFINITIONS

“Affiliate” means any entity that, directly or indirectly, controls, is under common control with, or is controlled by a party. For this purpose, “control” means the power to direct or cause the direction of the management or policies of such entity, whether through beneficial ownership of voting securities, by contract or otherwise.

“Authorised User” means Customer’s and/or Customer’s Affiliates’ employee, contractor, agent, or any other individual Authorised by Customer to access and use the Services, via Customer’s account, for the purpose specified herein. Customer is responsible for Authorised Users’ compliance with this Agreement.

“Customer Delivered Course” means a course Customer makes available, presents, or otherwise administers to Authorised Users.

“Documentation” means the user guides, online help, training materials and any other documentation made available to Customer regarding use of Services.

“Effective Date” means the first date that Customer accesses the Services.

“LMS Services” means services and materials relating to structuring and presenting online videos for, Guests, Authorised Users, including Supplier’ proprietary course content.

“Order” means an ordering document entered into by and between Supplier and Customer.

“Portal” means the website address assigned and/or designated by Supplier to Customer to access the Services.

“Services” means Supplier’s hosted internet accessible learning management solution service, under the name Clavia Ltd made available to Customer via the Portal.

“Supplier” or “we” means Clavia Ltd entering into the Order, i.e., Clavia Ltd, a U.K. based company, having its registered office at George Court, Bartholomew’s Walk, Ely, Cambridgeshire, CB7 4JW.

· 2. OVERVIEW OF SERVICES

The Services provided by Supplier, as well as additional content or features that Supplier makes available from time to time.

· 3. ACCESS RIGHTS

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. If you purchase a Subscription, Supplier will use commercially reasonable efforts to provide access the Services in accordance with the Service Level Agreement, template available on request from info@claviagroup.com

· 4. USERS

4.1. Registration

Customer must register for an account to access portions of the Services. Customer agrees that the information provided for purposes of account registration is accurate and will be kept accurate and up-to-date at all times. Customer is solely responsible for maintaining the confidentiality of Customer’s account and password and accepts responsibility for all activities that occur under the account. Customer will not share passwords, authentication credentials, or other means of account access with a third party, except Authorized Users. If Customer has reason to believe that Customer’s account is no longer secure, Customer must immediately notify Supplier.

4.2. New Video Creation and Change Requests

a) Your subscription only allows you to create each new video once. After each video is added to your site you can request any changes using the form on the video page when logged in as an administrator.

b) Changes to videos are limited to minor edits to graphics, text and voiceover content which do not affect the flow of the video or the topic of the video. Changes do not include re-developing an entire video for the same topic or the creation of a new topic.

c) Each change request submitted will be reviewed by the Clavia Ltd team and Clavia Ltd reserves the right to reject changes which fall outside of the standard change parameters.

d) If you choose to terminate your subscription before the end of your subscription term, you will be charged for any remaining subscription value of the time remaining.

4.3. Customer Delivered Courses
Customer may elect to charge Authorised Users to access a Customer Delivered Course. Customer is solely responsible for, and Supplier has no responsibility of any kind with respect to (a) administration and operation of each Customer Delivered Course, (b) support of Authorised Users with respect to participation in a Customer Delivered Course, (c) ensuring that Customer Delivered Courses do not violate or infringe the intellectual property rights of a third party; and (d) ensuring that Customer Delivered Courses are not offensive, profane, obscene, libellous or otherwise illegal.

· 5. RESTRICTIONS

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 and 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 law; (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; (d) except as expressly permitted under Section 4.3 of this Agreement or under the Course Store Terms, sell, resell, license, lease, publish, display (publicly or otherwise), distribute, rent, lease or otherwise transfer or by any means make available ,either directly or via another reseller, to a third party the Services or include the Services in a service bureau, time-sharing, or equivalent offering; (e) duplicate, copy or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts (including the look and feel) of the Services; (f) publicly disseminate information from any source regarding the performance of the Services or otherwise conduct any benchmark or stress tests; (g) access, store, distribute or transmit any viruses, worms, Trojan horses, or other harmful code that in Supplier’ sole discretion, affects the Services; (h) 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; (i) tamper with or hack Supplier’s systems, circumvent any security or authentication measures, or attempt to gain unauthorised access to the Services, related Supplier systems, networks or data; (j) decipher any transmissions to or from the servers running the Services; (k) 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); (l) interfere or attempt to interfere in any manner with the proper functioning of the Services; and (m) 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 if Customer breaches the restriction provisions of this clause.

· 6. CUSTOMER’S OBLIGATIONS

Customer agrees to: (a) provide reasonable information and assistance to Supplier to enable the Services to be rendered; (b) comply with all applicable local, state, provincial, national, federal and foreign laws in connections with its use of the Services; (c) notify Supplier immediately upon becoming aware of any unauthorised use of the Services.

7. 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. All fees are are non-refundable.

7.1. Price
Supplier reserves the right to determine pricing for the Services. Supplier will make reasonable efforts to keep pricing information published on the website up to date, available at www.claviagroup.com. We encourage you to check our website periodically for current pricing information. 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, state, 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. For the avoidance of doubt, any Supplier’s invoice sent to Customer via email shall be deemed received upon transmission. 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.

7.2. Authorisation
You Authorise Supplier or a third-party payment processor to charge all sums for the Orders you enter into, orders that you make and any level of Services you select as described in this Agreement or published by Supplier, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, a third-party payment processor may seek pre-Authorisation of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

7.3. 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 Authorise 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. For information on the “Subscription Fee,” please see our https://www.claviagroup.com/approach page. 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. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription by contacting us at info@claviagroup.com. If you elect not to renew a Subscription, access to the site and all video content will be removed and you acknowledge and accept that this may result to Content becoming inaccessible or permanently deleted.

7.4. Delinquent Accounts
Supplier may suspend or terminate access to the Services, including fee-based portions of the Services, for any account for which any amount is due but unpaid. In addition to the amount due for the Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

· 8. TERM AND TERMINATION

8.1. Term of Agreement
a) The term of this Agreement will commence on the Effective Date and termination can only happen at the end of the 12-month subscription. Penalties occur to terminate earlier; b) Subscriptions will automatically renew. To cancel a subscription contact info@claviagroup.com within one month of subscription renewal.

8.2. Effect of Termination
Clavia Ltd reserves the right to terminate a subscription without notice if a breach of these terms and conditions is identified. Upon termination of these this Agreement: (a) your license rights will terminate, and you must immediately cease all use of the Services; (b) you will no longer be Authorised to access your account or the Services.

8.3. Modification of the Services
Supplier reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Supplier will have no liability for any change to the Services or any suspension or termination of your access to or use of the Services.

· 9. OWNERSHIP OF INTELLECTUAL PROPERTY

Clavia Ltd 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 (and Customer hereby makes all assignments necessary to achieve such ownership). 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.

· 10. THIRD-PARTY TERMS

10.1. Third-Party Services and Linked Websites
Supplier may provide tools through the Services that enable you to export information, including Customer Content, to third-party services, including through features that allow you to link your account on Supplier with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). 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.

10.2. Third-Party Software
The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

· 11. CUSTOMER CONTENT

11.1. Customer Content Generally
Certain features of the Services may permit users to upload courses and other content to the Services, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“Customer Content”) and to publish Customer Content on the Services. You retain any copyright and other proprietary rights that you may hold in the Customer Content that you post to the Services.

11.2. Limited License Grant to Supplier
By providing Customer Content to or via the Services, you grant Supplier a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Customer Content, in whole or in part, for providing the Services as described in this Agreement.

11.3. Limited License Grant to Other Customers
By providing Customer Content to or via the Services, you grant Supplier a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Customer Content, in whole or in part, for providing the Services as described in this Agreement.

11.4. Customer Content Representations and Warranties
Supplier disclaims any and all liability in connection with Customer Content. You are solely responsible for your Customer Content and the consequences of providing Customer Content via the Services. By providing Customer Content via the Services, you affirm, represent, and warrant to us that:

a) you are the creator and owner of the Customer Content, or have the necessary licenses, rights, consents, and permissions to Authorise Supplier and users of the Services to use and distribute your Customer Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Supplier, the Services, and this Agreement;

b) your Customer Content, and the use of your Customer Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including intellectual property rights; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause Supplier to violate any law or regulation;

c) your Customer Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and

d) you have all necessary approvals and Authorisations to convey all licenses to Supplier hereunder.

11.5. Customer Content Disclaimer
We are under no obligation to edit or control Customer Content that you or other users post or publish and will not be in any way responsible or liable for Customer Content. Supplier may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Services, you will be exposed to Customer Content from a variety of sources and acknowledge that Customer Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Supplier with respect to Customer Content. If notified by a user or content owner that Customer Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the Customer Content, which we reserve the right to do at any time and without notice. For clarity, Supplier does not permit copyright-infringing activities on the Services.

11.6. Monitoring Content
Supplier does not control and does not have any obligation to monitor: (a) Customer Content; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Supplier reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational purposes. If at any time Supplier chooses to monitor the content, Supplier still assumes no responsibility or liability for content, or any loss or damage incurred as a result of the use of content.

· 12. COPYRIGHT AND INTELLECTUAL PROPERTY PROTECTION

12.1. DMCA Notification
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers. If you have an intellectual property rights-related complaint about material posted on the Services, you may contact our Designated Agent at the following address:
Clavia Ltd, George Court, Bartholomew’s Walk, Ely, Cambridgeshire, CB7 4JW. Email: support@Clavia Ltd.me

12.2. Content of Notification
Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:

a) an electronic or physical signature of the person Authorised to act on behalf of the owner of the copyright or other right being infringed;

b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

c) a description of the material that you claim is infringing and where it is located on the Services;

d) your address, telephone number, and email address;

e) a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not Authorised by the copyright or intellectual property owner, its agent, or the law; and

f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or Authorised to act on the copyright or intellectual property owner’s behalf.

12.3. Repeat Infringers
Supplier will promptly terminate the accounts of users that are determined by Supplier to be repeat infringers.

· 13. CUSTOMER’S DATA

13.1. Customer hereby acknowledges and agrees that Supplier’s performance of this Agreement requires Supplier to process, transmit and store personal data under the documented instructions of the Customer, in line with the General Data Protection Regulation (GDPR) regulations.

13.2. Customer hereby also acknowledges and agrees that Supplier may process contractual data, as strictly necessary for the purposes of billing and payments and, in aggregated form, service usage data for the purposes of analysis and benchmarking, as further specified in Supplier’s Privacy Policy, available at https://www.claviagroup.com/privacypolicy. Supplier shall comply with applicable Data Protection Laws and Regulations.

14. CONFIDENTIAL INFORMATION

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. The obligations in this Section 15 will not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (c) is disclosed to Receiving Party by a third-party without restriction, or (d) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. 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. Notwithstanding the foregoing, (i) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement and (ii) all Feedback be solely, as between the parties, Confidential Information of Supplier.

· 15. LIMITED WARRANTY AND DISCLAIMER

15.1. 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 the terms of this Agreement; and (c) it has taken all necessary corporate action to Authorise the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions of this Agreement in accordance with their terms.

15.2. Supplier further warrants that during 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.

15.3. EXCEPT AS SET FORTH IN THIS SECTION 16, SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND CONCERNING THE SERVICES, THE MATERIALS, OR THEIR USE, ACCURACY, OR FUNCTION. SPECIFICALLY, SUPPLIER PROVIDES THE SERVICES ON AN “AS-IS” BASIS AND “AS-AVAILABLE BASIS” AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 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 AUTHORISED USERS, AND SUPPLIER WILL NOT BE LIABLE FOR ANY DISCREPANCY BETWEEN FEES CHARGED TO AUTHORISED USERS AND FEES CUSTOMER OWES TO SUPPLIER. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 16.3 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SUPPLIER DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT SUPPLIER IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

15.4. Customer may be invited by Supplier to try beta versions of the Services (“Beta Services”). Customer may need to agree to additional terms for the Beta Services. The Beta Services are provided for evaluation and feedback purposes only and may not be used in a production environment. Customer understands that the beta Services are not generally released and, therefore, are unsupported and may contain bugs, errors, and other issues. The Beta Services are provided on an “AS-IS” basis, without warranty of any kind, and Supplier is not responsible for any problems or issues related to Customer’s use of the Beta Services. The Beta Services may never be generally available, and Supplier may discontinue the Beta Services in its sole discretion at any time for any reason, and Supplier may delete any Customer Content or any other data on the Beta Services without liability to Customer.

· 16. LIMITATION OF LIABILITY

16.1. 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, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT CUSTOMER HAS PAID TO SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

16.2. 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. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

· 17. INDEMNIFICATION

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 Authorised User’s use of the services; and (c) Customer’s violation of any agreements it has with any Authorised User.

· 18. MODIFICATION

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. To exercise this right, Customer must provide Supplier with notice of its objection and termination within 30 days after Supplier provides notice of the modifications. Material modifications are effective upon Customer’s acceptance of the modified version of the Agreement. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 19, this Agreement may be amended only by a written agreement signed by Authorised representatives of the parties to this Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.

· 19. MISCELLANEOUS

19.1. Notices
Any notice, request, instruction or other document to be given under this Agreement to any party hereunder shall be in the English language, in writing, and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified on the Customer’s account or, to Supplier: Clavia Ltd, George Court, Bartholomew’s Walk, Ely, Cambridgeshire, CB7 4JW. Email notice will be permitted by Supplier if sent to the Customer’s account email address. Email notice will be permitted by Customer if sent to sales@claviagroup.com.

19.2. Entire Agreement
The Agreement, including the Course Store Terms and any applicable Order or DPA, constitutes the entire Agreement and contains the entire and exclusive understanding between the parties with respect to the matters referenced herein. No terms, provisions or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to such terms, provisions, or conditions. No amendment or modification of this Agreement shall be valid and binding unless made and confirmed in writing or otherwise signed by the parties hereto.

19.3. Severability
In the event of any one or more provisions of this Agreement becoming invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

19.4. Waiver
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

19.5. Force Majeure
Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightening, electrical disturbances, or other similar causes. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay. Notwithstanding any other provisions of this section, should the Force Majeure Event last for more than 30 days, the non-affected party may terminate this Agreement immediately upon written notice to the affected party.

19.6. ΑΙ Features
The Services include an Artificial Intelligence (“AI”) driven authoring tool for creating customer delivered courses.

19.7. Marketing
During the Term: (a) Customer agrees to participate in case studies and other similar marketing efforts reasonably requested by Supplier; (b) Supplier may disclose that Customer is a customer of Supplier to third parties; and (c) Supplier may include on and in Supplier’ website, case studies, marketing materials, and conference presentations and other speaking opportunities, Customer’s testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Customer, Supplier will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials

19.8. Assignment
This Agreement is not assignable or transferable by Customer except with Supplier’ prior written consent; provided, however, that Customer may, upon prior written notice to Supplier, transfer and assign its rights and obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets to which this Agreement relate. If such a transfer or assignment is made in favour of a direct competitor of Supplier, then Supplier may terminate this Agreement upon written notice to Customer. Supplier may freely assign this Agreement. Any assignment in violation of the foregoing is void.

19.9. Governing law, Jurisdiction
This agreement and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.