By licensing our websites, content, services and technologies, you agree to follow and be bound by the following Terms and Conditions of Use and any revisions/updates we may make to the Terms and Conditions of Use.
1. Description of service
3. Contact Information
You agree to provide ICUC with truthful, accurate, and complete contact information, including your legal name, company name, street address, email address, and telephone number, and to update this information within 30 days of any change. If the contact information you have provided is false or fraudulent, ICUC reserves the right to terminate your access to its websites, content, services and technologies. You also agree to provide ICUC with accurate billing information as needed.
4. Financial Arrangements
You agree to pay ICUC according to the terms and conditions stated on invoices. Unless otherwise stated, all amounts are quoted in pounds sterling. All amounts are due and payable on invoice and are non-cancellable and non-refundable. You are responsible for paying all applicable taxes and associated legal and regulatory costs. Your ICUC account will be considered delinquent if your account remains unpaid 30 days from the invoice date. ICUC websites, content, services and technologies may be suspended, archived or purged from the system if your account is delinquent for more than 60 days beyond the invoice date and ICUC may impose a charge to restore archived data from delinquent accounts. If you believe ICUC has billed you incorrectly, you must contact ICUC within 30 days of the date on the invoice on which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to ICUC at email@example.com .
ICUC websites, content, services and technologies contain information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “content”) that are protected by copyrights, trademarks, trade secrets or other proprietary rights. Please keep in mind that ICUC may at times provide access to websites, content, services and technologies from various third parties and as such is not responsible for any opinions, advice, statements, services or other information posted on the site that originates from any third party, including users. ICUC does not guarantee the accuracy, quality or usefulness of any websites, content, services, or technologies provided by such other or us. Although ICUC may make every effort to prevent such, you understand that by using the websites, content, services and technologies, you may be exposed to websites, content, services and technologies that may be offensive, indecent or objectionable. You agree that you must evaluate and bear all risks associated with the use of any websites, content, services and technologies including any reliance on the accuracy, quality or usefulness of such content.
6. Online Conduct
You agree to use the websites, content, services and technologies only for lawful purposes. You agree not to create any content or otherwise transmit any information or material that: (a) is false or misleading; (b) is harassing or invades another’s privacy, harms minors in any way, or promotes bigotry, racism, hatred or harm against any group; (c) is obscene; (d) infringes another’s rights, including but not limited to intellectual property rights; or (e) constitutes spam. You understand that all content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such content originated. This means that you, and not ICUC, are entirely responsible for all content that you upload, post, and email or otherwise transmit via the ICUC websites, content, services and technologies (“user content”). You may choose to upload user content to areas of the site that are accessible to other subscribers (such as discussion forums, etc.), as well as to dedicated areas of the site accessible only to those persons with whom you decide to provide a password such as your employees/staff or clients. If you choose, to upload user content to any free access, public areas of an ICUC site, you automatically grant (or warrant that the owner of such rights has expressly granted) ICUC a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such user content, in whole or in part, in any form, media or technologies now known or later developed. In addition, you warrant that all so-called moral rights in the user content uploaded to the public areas have been waived. User content entered into non-public areas of the site is protected. For clarification, this means that any content that you provide to ICUC for ICUC to market on your behalf will he held in a protected area accessible only with ICUC permission and provision of a password. ICUC expressly reserves the right to suspend or terminate the account of any user whose use of the websites, content, services, and/or technologies on the site is, in ICUC’s sole judgment, excessive and/or likely to cause loss or damage. User shall be liable for any such use or storage that results in loss or damage and shall indemnify ICUC against such loss or damage.
7. Collection of Data
You agree that you will only collect or store personal data about users who are your own staff/employees or who are your direct clients and/or their staff/employees.
8. Security and General Support
ICUC is responsible for maintaining your user database and the content that you upload in a secure environment throughout the life of this contract. It is your responsibility to provide your staff/employees and your clients and/or their staff/employees with passwords to enable them to access your content. General support is provided by e-mail. The websites, content, services and technologies will each clearly indicate the e-mail address to be used for help and support. ICUC will use its best endeavours to ensure timely response to your e-mails. ICUC will use its best endeavours at it’s own expense to recover any and all lost or corrupted data due to virus, hackers, faulty hardware and unauthorised ICUC employee access. You are responsible for keeping a back-up copy of all the content that you upload to your ICUC account. You are responsible for maintaining the confidentiality of any passwords you are given to access the system or services, and are fully responsible for maintaining the confidentiality of your passwords and account. Furthermore, you are entirely responsible for all activities that occur under your passwords and the passwords you provide to your employees and your clients. You must notify ICUC immediately of any unauthorised use of passwords. ICUC cannot and will not be responsible for any loss or damage arising from your failure to comply with these requirements.
9. Termination of Account
10. International Use
In your dealings in any country outside of the United Kingdom, you agree to comply with all local rules and regulations regarding online conduct and acceptable content. You agree that the websites, content, services, or technologies, or any direct product thereof, will not be exported, directly, or indirectly, in violation of these laws, and will not be used for any purpose prohibited by these laws.
The websites, content, services and technologies are provided on an “as is” basis and are intended to be available 24 hours a day, 365 days a year. ICUC expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. ICUC makes no warranty that a) the websites, content, services and technologies will meet your requirements, b) the websites, content, services and technologies will be available uninterrupted, timely, secure, or error free, however, if a suspension in service should occur (and not covered in section 21, Force Majeure), ICUC, after the initial 24 continuous hours of downtime, will provide a pro rata daily rate credit for the period of downtime after any 24 hours of continuous downtime. Upon notification from a customer of any malfunction or any interruption in the services or a need for reconfiguration of the customer’s services, ICUC will use reasonable efforts to cause the same to be repaired or reconfigured. ICUC shall have the right to access the customer’s services for the purpose of performing such repairs or reconfiguration or conforming customer’s compliance to its obligations with respect to the services. c) The results that may be obtained from the use of the websites, content, services and technologies will be accurate or reliable, d) the websites, content, services and technologies will perform as expected when files and data have been input or uploaded by you, your staff/employees or your clients, and e) the quality of any products, services, information or other material purchased or obtained by you through the service and site will meet your expectations. Any material downloaded or otherwise obtained through the use of the site is done at your own discretion and risk, and ICUC shall have no responsibility for any damage to your computer system or loss of data that results from the download of any such material.
12. Limitation of Liability
In no event shall ICUC be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, ICUC provided technologies, web sites, content or services. 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 may not apply to you.
13. Maximum Liability
The maximum aggregate liability of each party related to this agreement is limited to the amount of fees paid or commissions received by either party during the term of this agreement (except in the case of any breach of provisions relating to confidentiality or intellectual property).
14. No Consequential Damages
Except as provided below, neither party will have any liability in connection with or resulting from any agreement or any of the contemplated activities or relationships for any indirect, incidental, consequential reliance or special damages, even if such party was aware that such damages could result (except in the case of any breach of provisions relating to confidentiality or intellectual property). However, ICUC is liable against any claims that are a breach of security due to the direct and wilful negligence by ICUC or its employees.
You shall defend, indemnify and hold harmless ICUC, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the content, services, technologies, or websites, except to the extent of any claim by a third party that ICUC has infringed on the use of any proprietary technologies of the third party as it relates specifically to the course creation and operational interface of ICUC provided content, services, technologies or websites.
16. Links to Web Sites
Through ICUC provided technologies, web sites, content or services, you have the capability to create hyperlinks to web sites controlled by parties other than ICUC. ICUC is not responsible for and does not endorse or accept any responsibility over the content or use of these web sites. You should refer to the policies posted by other web sites regarding privacy and other topics before you use them.
17. Applicable Laws/Miscellaneous
19. Contact Information
20. Copyright Information
Copyright © 2019 ICUC Limited – all rights reserved.
21. Force Majeure
Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall include without limitation acts of God, earthquake, hurricane, labour disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or other occurrences which are beyond the delayed parties reasonable control, provided that the delayed party provides the other party with prompt notice of such delay.
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