Last updated: August 8 2017
This Agreement (Agreement) sets out the terms under which access is granted to Stile Education Pty Ltd’s Service to you, the purchaser of the Service.
"Stile Education", "we" and "us" refer to Stile Education Pty Ltd.
"Customer", "you" and "your" refer to you, the purchaser of the Service identified in the Subscription.
It is agreed that:
Fee means the fee payable for the Service as set out in your Subscription.
Intellectual Property Rights means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how, confidential information, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world or rights to apply for registration thereof.
Customer Material means data of any kind in whatever form (including text images, audio and video) input in, linked to, or otherwise made available, through the Service by or from the User.
Library means the functionality in the Service permitting teachers to share subjects and lessons.
Service means our cloud-based, online, interactive e-learning tool and curriculum builder.
Stile Toolset means the elements and functionality used to deliver the Service, including, without limitation: websites, graphics, layout, text, images, audio and/or video, designs, logos, domain names, trade names and marks, software, source code, "look and feel", and, the manner in which these elements are arranged.
Subscription means the details of your purchase of the Service.
User means a teacher engaged by your training or educational establishment, a student or other person authorised to use the Service.
User Account means a user name and logon for a User to access the Service obtained by you.
You must pay the Fee in accordance with the payment schedule set out in your Subscription.
The term for which you are granted access to the Service is set out in your Subscription. Upon expiry of the term your access to the Service will end unless you have purchased renewed access.
You acknowledge that the Fee is set in accordance with the maximum number of students permitted to access the Service under your Subscription.
We will monitor the number of students to whom you grant User Accounts.
In the event that you obtain User Accounts for more than the maximum number of students permitted under your Subscription, we reserve the right from time to time to issue an invoice for those additional User Accounts on the same terms as the existing User Accounts.
If there is a difficulty with paying your account on time you must contact us so that we can discuss a resolution. Subject to any alternative arrangement which we, in our sole discretion, agree with you, if any part of a payment of the Fee is overdue, we may restrict the creation of new subjects and/or lessons in the Service (but will permit continued access to and use of existing subjects and lessons).
If despite the best efforts referred to in section 2.4, a resolution as not been reached to our satisfaction and any part of a payment of the Fee remains overdue for 30 days or more, we may do one or more of the following:
We will not delete any Customer Material during any period of restricted access to, or suspension of, the Service.
We make every effort to ensure the Service is available 24 hours a day, 7 days a week. If the Service is unavailable cumulatively for more than two hours (excluding planned maintenance windows) over a period of one calendar month, you will be entitled to a refund equal to one month’s Fee for all students who logged in at least one time in the preceding 30 days.
From time to time, maintenance will be required that makes the Service unavailable for your use. Where practical, these maintenance windows will fall on weekends and you will be given at least 24 hours notice prior to the event.
In the course of using the Service you may add and delete Customer Material from time to time. You acknowledge that we have no obligation to retain or archive copies of Customer Material that you have removed from the Service.
We will retain an up to date copy of the Customer Material until either:
You acknowledge that even when you request Customer Material is deleted, and we remove it from the Service, it may persist in backups for a reasonable period of time.
In this Agreement, a reference to ‘you must’, ‘you must not’ or similar means that you must ensure that a User does or does not, as the case may be, do that thing.
You must not use the Service to store or distribute illegal, harmful or malicious material or link to websites containing such material. You must not use the Service in a way that breaches any law or another person’s Intellectual Property Rights.
You must not use the service to bully, intimidate or harass any User. You agree not to create or upload Customer Materials that could be considered hate speech or that incites violence.
You must not use the Service to transmit unsolicited advertising to another User.
You must not use the Service to distribute content to any person or entity that is not a user of the Service.
You are responsible for maintaining the security of your password and login details for all User Accounts, and all activities conducted using User Accounts. You must take reasonable precautions to maintain the security of the Service.
You must ensure that each User Account is used only by one User and not shared with any other person.
You are solely responsible for managing which Users can access content within your institution. You must have a person’s permission to add them as a student or teacher to your institution or any subject therein.
We will not access or review Customer Material unless we think that a circumstance corresponding to any of (i) to (iii) below has arisen. You acknowledge that we have no obligation to monitor or review the Customer Material and that you are solely responsible for your use of the Service.
We may access any Customer Material at any time and, in our sole discretion, modify or remove it from the Service if we have reason to believe that:
We may limit or restrict access to the Service for any User Account with usage that is, in our reasonable view:
We grant you a non-exclusive, non-transferable right to use the Service, for the purpose of preparing and delivering training and education activities. All rights not expressly granted to you are reserved by us.
You agree and acknowledge that:
We do not claim any ownership of Customer Material but you must either own the Customer Material or have sufficient permission to use it in connection with the Service.
You grant us a worldwide, non-exclusive, royalty-free, irrevocable licence to use, copy, store, transmit and display the Customer Material to the extent reasonably necessary to provide and maintain the Service for you.
We have tools that allow you to publish content (e.g. subjects, lessons, activities etc.) to other platform users via the Library. When another user downloads your publication from the Library, you grant them a license to use said publication within their own lessons. The published content can be removed from the Library, but if a user has already downloaded a copy, you cannot revoke their licence to use the content.
Only lesson content is sharable, you can never share student information, submissions or results.
You must not:
You acknowledge that we regularly update the Service, releasing new features or improving existing ones. We undertake to consult with you if we reasonably believe such changes could adversely affect your use of the platform.
You agree that your provision of feedback regarding the Service does not give you any Intellectual Property Rights or any other right, title, or interest in or to software, inventions, or other assets created by us, even if such feedback leads us to create the software, invention, or other asset.
We have no obligation to incorporate feedback into any product or service, and you have no obligation to provide feedback.
Either party may terminate this Agreement, by giving notice to the other party, where that other party:
You warrant that:
The Service is provided "as is" and as available, and we make no warranties, either express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, to the full extent permissible under law, we disclaim any implied warranty regarding merchantability, fitness for purpose or non- infringement save to the extent that such warranties are implied on a non- excludable basis by operation of law.
We do not bear, and you release and hold us harmless from, any liability arising in connection with:
You indemnify us, and will keep us indemnified, against any loss, expense, claim, demand, or proceeding made or brought against us arising, directly or indirectly, in connection with:
We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data.
As you navigate around the Service, we use common Internet technologies such as cookies to remember your identity and track your engagement with our services. We may track which pages or parts of pages are visited and for how long.
We provide tools for you to upload Customer Material from your local computer. When you choose to do this, we store a copy of the Customer Material on servers operated by us or on our behalf.
Auto-saving technology is employed to help prevent you from losing work. The auto-saving process will periodically send information you enter into our websites to our servers even if you don’t actively ‘submit’ that information.
We will never sell, trade, rent or otherwise share any of the data that we collect about or from you with third parties, except with your express permission or when compelled to do so by law.
If you use the Service to purchase or otherwise obtain access to content produced by one of our third party content partners, we will provide that third party with your full name and email address so that they may contact you with further information about the content. Any mechanism by which you could obtain such content will clearly identify the relevant third party.
We will never provide third party content partners with information about your students.
If you request support from us, our staff might need to access personal information in order to provide timely and useful assistance. We take our responsibility for your privacy very seriously. Our staff are only permitted to access your personal information in relation to a support request that you raise with us, and only after confirming with you that this will occur. We keep logs of all such staff access and we audit these logs on a regular basis to ensure compliance with our access policies.
We reserve the right to collect statistics on the utilisation of our platform. We use this data to inform capacity planning, to enforce fair-use policies and as a feedback mechanism to our platform development team. Generally, this information will be used in an aggregated form so that it does not disclose any personal information. In some cases, such as in instances of excess use of the Service, statistics for individual User Accounts may need to be accessed.
From time to time, we may contact you or Users you have nominated as teachers by email or other means about your use of the Product, updates or other company news. The emails allow you to opt- out of our campaigns if you so wish. In addition, the Service may send you notifications via email or within the product experience when your attention is needed. We never send marketing or other promotional emails to students.
All notices under this Agreement must be given in writing.
We will send notices pursuant to this Agreement to the email address of the authorised contact for you set out in the Subscription or as updated from time to time.
You may send notices pursuant to this Agreement to:firstname.lastname@example.org
Notices sent by:
We may amend this Agreement from time to time by posting an amended version at our website and sending you notice of the change. Such amendment will be deemed accepted and become effective 30 days after such notice.
The failure of us to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
Clauses 3.3, 4.1, 4.8, 6.3, 6.4, 6.5, 8, 10, 12.1.4, 12.1.7, 12.1.8 and 12.1.9 survive the termination or expiry of this Agreement.
To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
You must give us express prior written notice of any assignment by you of any rights and obligations under this Agreement.
This Agreement will be governed by and interpreted in accordance with the law of the State of Victoria, Australia, without giving effect to any principles of conflicts of laws. You agree to the exclusive jurisdiction of the Courts of Victoria, Australia to determine any dispute arising out of this Agreement.
If any part of this Agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.