In accepting this user agreement (“agreement”), the legal entity (“customer”) agrees to the terms and conditions of this agreement to govern user access to, and use of the services provided by The 625 Insignia Ltd through the suite of TeachBox applications and web portal, hereafter referred to as TeachBox ("TeachBox"). This agreement is effective as of the date of such acceptance or execution (“effective date”). 1.1.2 Any individual agreeing to be bound by this agreement on behalf of a legal entity represents that such individual has the authority to bind such entity to the terms and conditions contained herein.
Right to Access and Use. Subject to the terms and conditions of this Agreement and in consideration of the fees specified TeachBox hereby grants Customer a nonexclusive, non-transferable right to access and use TeachBox’s online and offline Services during the applicable Term.
Restrictions. Customer’s access to and use of the Services during any Term is subject to the applicable restrictions detailed in TeachBox’s Limits Policy and Acceptable Use Policy as of such Term’s start date. Customer shall not permit a set of login credentials for a Service to be used by more than one User and shall not commercially sell, resell, license, sublicense, distribute, or frame the Services to a third party. Customer shall access and use the Services in compliance with this Agreement, the Documentation, and applicable laws and regulations, and shall promptly notify TeachBox of any known unauthorized access or use. Customer is responsible for Users’ access to and use of the Services.
Security. TeachBox has implemented and will maintain information security practices and safeguards as described in the Security Practices which include physical, organizational, and technical measures designed to preserve the security, integrity, and confidentiality of the online Services and Customer Content and to protect against information security threats. TeachBox may update such security practices and safeguards from time to time, provided that any such update does not materially reduce the overall level of security or commitments as described therein.
Processing. Customer represents and warrants that it has all rights, permissions, and consents necessary to: (a) submit all Customer Content to the Services; and (b) grant TeachBox the limited rights to process Customer Content as set forth herein. Customer hereby grants TeachBox a worldwide, non-exclusive, non-transferable, right to use and otherwise process Customer Content under this Agreement only: (x) as required by applicable law; (y) as requested by Customer in writing or as allowed by Customer via a Service’s access controls; or (z) as necessary to provide, support, or optimize the Services or prevent or address technical problems with the Services or violations of this Agreement. TeachBox’s limited right to process Customer Content hereunder will not excuse any obligation of TeachBox relating to Customer Content under this Agreement.
Use of Third Parties. TeachBox may engage third parties to act on TeachBox’s behalf in connection with TeachBox’s provision of the Services provided that: (a) such third parties are subject to applicable confidentiality and data security obligations that are substantially as protective as those set forth in this Agreement; and (b) TeachBox is responsible for such third parties’ acts and omissions in relation to TeachBox’s obligations under this Agreement.
TeachBox. As between the parties, all right, title, and interest in and to TeachBox Properties is owned by TeachBox notwithstanding any other provision in this Agreement. Except as expressly set forth in this Agreement, TeachBox does not convey any rights to Customer or any User.
Customer. As between the parties, Customer retains all its right, title, and interest in and to Customer’s Confidential Information, including Customer Content, and all intellectual property and proprietary rights therein. Except as expressly set forth in this Agreement, TeachBox acquires no right, title, or interest from Customer under this Agreement in or to Customer Content
Feedback. Customer grants TeachBox a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into TeachBox’s products and services any feedback or suggestions for enhancement that Customer or a User provides to TeachBox (“Feedback”), without any obligation of compensation. Feedback is provided by Customer “as-is,” without representations or warranties, either express or implied, including any warranties of merchantability or fitness for a particular purpose.
Professional Services. TeachBox and Customer may enter into contracts under this Agreement for the provision of Professional Services. If TeachBox provides Professional Services to Customer, Customer’s rights to access and use Customizations resulting from such Professional Services are subject to the limitations and restrictions set forth in Section Services of this Agreement.
TeachBox API. TeachBox may make an application programming interface or other similar development tools available within an online or offline Service which establishes an interface with such Service (“TeachBox API”). Unless Customer has entered into TeachBox's separate developer agreement and TeachBox has provided Customer with an application ID for authentication purposes, Customer shall not use or enable a third party to use any TeachBox API: (a) in a manner that causes Customer to exceed the limits of its authorized use of the applicable Service as set forth in this Agreement or an applicable Order; or (b) to access a TeachBox account not otherwise controlled by Customer.
Free Services. TeachBox may make a Service available with a clear and conspicuous written notice specifying that the Service is provided free of charge, on a trial basis and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of this Agreement, Customer acknowledges and agrees that: (a) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under this Agreement, unless otherwise required by applicable law; (b) Free Services may not include or allow access to all features and functionality available to paying customers; (c) TeachBox may terminate the use of a Free Service at any time, unless otherwise specified in writing, and TeachBox will not be liable for such termination; (d) data, information, and content submitted to a Free Service may be permanently lost, and TeachBox will not be liable for such loss; and (e) if Customer has not provided a billing address to TeachBox in connection with its access to and use of Free Services, all notices required under this Agreement will be sent via email.
Third Party Products. If Customer separately procures services, applications, or online content from a third party (“Third Party Products”) for use with the Services, any such use is subject to the end-user license or use agreement that Customer accepts from or establishes with the third party. Third Party Products are not Services and, as between the parties, TeachBox has no liab
Fees. Customer will pay Service fees specified in the contract. All Orders are noncancellable and Service fees are non-refundable once paid except as otherwise expressly provided in this Agreement or the contract.
Payment. TeachBox will charge Customer for Subscription Service and Professional Services in full prior to the commencement of services.
Taxes. Other than income taxes imposed on TeachBox, Customer will bear all taxes, duties, VAT, and all other governmental charges (collectively, “Taxes”) resulting from this Agreement. If Customer is exempt from any applicable Taxes, Customer will provide evidence reasonably satisfactory to TeachBox of Customer’s tax-exempt status and, after receipt of such evidence, TeachBox will not charge Customer any Taxes from which it is exempt. If it is determined that payments due under this Agreement are subject to withholding Taxes, Customer shall notify TeachBox prior to deducting any such Taxes. Customer shall: (a) only withhold amounts required under law; (b) make timely payment to the proper taxing authority of such withheld amount; and (c) provide TeachBox with proof of such payment within thirty (30) days following that payment.
Affiliates. Customer’s Affiliates may purchase Services under this Agreement by executing a separate Order. Each Order is a separate contract between TeachBox and the Affiliate that executes it, and such Affiliate will be deemed “Customer” as used in this Agreement with respect to such Order.
Confidential Information. “Confidential Information” means all non-public, proprietary, business, technical, legal, or financial information disclosed or learned in connection with this Agreement that the Disclosing Party has identified as confidential at the time of disclosure or that, based on the nature of the information or circumstances surrounding its disclosure, the Receiving Party would clearly understand it as confidential. Confidential Information includes TeachBox Properties with regard to TeachBox and Customer Content with regard to Customer. Notwithstanding the foregoing definition, Confidential Information does not include: (a) information that was generally known to the public at the time disclosed to the Receiving Party; (b) information that becomes generally known to the public (other than through a breach of Confidentiality by the Receiving Party) after disclosure to the Receiving Party; (c) information that was in the Receiving Party’s possession free of any obligation of confidentiality prior to disclosure by the Disclosing Party; (d) information that is rightfully received by the Receiving Party from a third party without any restriction on disclosure; or (e) information that was independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information. All confidential information is provided “as is.” Except for the warranties expressly stated in this agreement, neither party makes any warranties, expressed or implied, concerning the accuracy or completeness of its confidential information.
Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, on the condition that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Confidentiality. The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of Confidentiality, by it or its Representatives. The Receiving Party’s obligations set forth in Confidentiality will remain in effect during the Term and for three (5) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.
Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided, however, the Receiving Party will (unless prohibited by law or legal process): (a) give the Disclosing Party prior written notice of such disclosure to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain a protective order or other legally available means of protection.
Return and Deletion. Upon written request by the Disclosing Party, the Receiving Party will, without undue delay: (a) either return or destroy all tangible documents and media in its possession or control that contain the Disclosing Party’s Confidential Information; (b) delete electronically stored Confidential Information of the Disclosing Party in its possession or control; and (c) certify its compliance with this Section in writing. Notwithstanding the foregoing: (x) the Receiving Party will not be obligated to render unrecoverable Confidential Information of the Disclosing Party that is contained in an archived computer system backup made in accordance with the Receiving Party's legal and financial compliance obligations or security and disaster recovery procedure; and (y) TeachBox shall return and delete Customer Content as set forth in Return and Deletion of Customer Content. Any such retained Confidential Information will remain subject to Section Confidentiality.
Remedies. The Receiving Party acknowledges that any actual or threatened breach of Section Confidentiality may cause irreparable, non-monetary injury to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Disclosing Party is entitled to (but not required to) seek injunctive relief to prevent or mitigate any breaches with respect to the Disclosing Party’s Confidential Information or any damages that may otherwise result from those breaches.
Authority and Compliance Warranty. TeachBox represents and warrants that it has the necessary authority to enter into this Agreement and that TeachBox shall comply with local (England and Wales) laws and regulations to the extent such laws and regulations apply to TeachBox’s provision of the Services under this Agreement. For the avoidance of doubt, TeachBox shall not be responsible for Customer’s compliance with any laws and regulations applicable to Customer and its industry.
Limited Warranty for Subscription Services. TeachBox represents and warrants that the Subscription Services will operate during the applicable Term substantially as described in the applicable Documentation. Upon receipt of Customer’s written notice of any alleged failure to comply with this warranty, TeachBox will use commercially reasonable efforts to cure or correct the failure. If TeachBox has not cured or corrected the failure within thirty (30) days following its receipt of such notice, then Customer may terminate the applicable Order and TeachBox shall issue a refund of prepaid fees covering the terminated portion of the Subscription Services. Notwithstanding the foregoing, this warranty will not apply to any failure due to a defect in or modification of a Subscription Service that is caused or made by Customer, any User, or any person acting at Customer’s direction. This Section sets forth Customer’s exclusive rights and remedies and TeachBox’s sole liability in connection with this warranty.
Limited Warranty for Professional Services. TeachBox represents and warrants that the Professional Services will be provided in a competent manner in accordance with the contract. Customer must notify TeachBox in writing of any alleged failure to comply with this warranty within thirty (30) days following delivery of the Professional Services. Upon receipt of such notice, TeachBox will either: (a) use commercially reasonable efforts to cure or correct the failure; or (b) terminate the Professional Services and issue a refund of prepaid fees covering the terminated portion of the Professional Services. This Section sets forth Customer’s exclusive rights and remedies and TeachBox’s sole liability in connection with this warranty.
Disclaimer. Except for the representations and warranties expressly stated in this agreement, TeachBox makes no representations and disclaims all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, TeachBox specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, compliance with laws, non-infringement, and accuracy, and TeachBox does not warrant that the services or third-party applications and services will be error-free or operate without interruptions or downtime.
By TeachBox. TeachBox will defend Customer and its respective officers, directors, and employees (“ Customer Indemnified Parties”)from and against any claims, demands, proceedings, investigations, or suits brought by a third party alleging that Customer’s use of the Services or Customizations in accordance with this Agreement infringes any third party intellectual property rights (each, a “Claim Against Customer”). TeachBox will indemnify Customer Indemnified Parties for any finally awarded damages or settlement amount approved by TeachBox in writing to the extent arising from a Claim Against Customer, and any reasonable legal fees of Customer associated with initially responding to a Claim Against Customer. Notwithstanding the foregoing, TeachBox will have no obligation under this Section to the extent any Claim Against Customer arises from: (a) Customer’s use of the Services or Customizations in combination with technology or services not provided by TeachBox, if the Services or Customisations or use thereof would not infringe without such combination; (b) Customer Content; (c) TeachBox’s compliance with designs, specifications, or instructions provided in writing by Customer if such infringement would not have occurred but for such designs, specifications, or instructions; or (d) use of the Services or Customisations by Customer after notice by TeachBox to discontinue use. If Customer is enjoined or otherwise prohibited from using any of the Services or Customisations or a portion thereof based on a Claim Against Customer, then TeachBox will, at TeachBox’s sole expense and option, either: (x) obtain for Customer the right to use the allegedly infringing portions of the Service or Customisations; (y) modify the allegedly infringing portion of the Service or Customisations so as to render it non-infringing without substantially diminishing or impairing its functionality; or (z) replace the allegedly infringing portions of the Service or Customisations with non-infringing items of substantially similar functionality. If TeachBox determines that the foregoing remedies are not commercially reasonable or possible, then TeachBox will terminate the applicable Order and issue a refund of prepaid fees covering the terminated portion of the applicable Service.
By Customer. To the extent permitted by applicable law, Customer will defend TeachBox and TeachBox’s Affiliates providing the Services, and their respective officers, directors, and employees (“TeachBox Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party arising out of Customer Content or Customer’s use of the Services or Customisations in violation of applicable law (each, a “Claim Against TeachBox”). Customer will indemnify TeachBox Indemnified Parties for any finally awarded damages or settlement amount approved by Customer in writing to the extent arising from a Claim Against TeachBox, and any reasonable legal fees of TeachBox associated with initially responding to a Claim Against TeachBox.
Conditions. The indemnifying party’s obligations under Section Indemnification are contingent on the indemnified party: (a) providing timely written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defence and settlement of the claim, on the condition that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party; and (c) providing the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in connection with such claim. The indemnified party may participate in the defence of the claim at its sole cost and expense. Indemnification section sets forth the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy for, any type of claim or action described in Indemnification.
To the extent permitted by law, neither party will be liable for any lost profits, goodwill, or revenues or for any incidental, consequential, special, indirect, cover, business interruption, or punitive damages in connection with any claim of any nature, whether in contract, tort, or under any theory of liability, arising under this agreement, even if a party has been given advance notice of such possible damages or if a party’s remedy otherwise fails of its essential purpose. To the extent permitted by law, each party’s entire liability under this agreement will not exceed the fees paid by customer to TeachBox under this agreement for the services giving rise to the liability during the twelve (12) months prior to the date on which the liability arose. The existence of more than one claim will not enlarge this limit. The foregoing exclusions and limits in this section shall not apply to liability or obligations arising under sections Restrictions or Indemnification, infringement or misappropriation by a party of the other party’s intellectual property rights, or customer’s obligation to pay for services or taxes under this agreement.
Term. This Agreement will remain in effect until terminated as set forth herein or by the parties’ mutual written agreement. Orders will remain in effect for the Term of the Services specified in such Order. For the avoidance of doubt, any purchases of non-subscription or one-time Services made via an Order will not automatically renew. Each order will remain in effect for the period specified therein. If no period is specified, the order will terminate once the Professional Services set forth in the order have been completed.
Termination for Cause. Either party may terminate a Service or this Agreement immediately upon written notice if the other party breaches any material provision of an Order or this Agreement and fails to cure the breach within thirty (30) days of such written notice from the non-breaching party.
Effect of Termination. Upon termination of this Agreement for any reason: (a) all Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will cease (except as set forth in Section Survival). If Customer terminates a Service or this Agreement for TeachBox’s uncured breach pursuant to Section Termination for Cause, TeachBox shall issue a refund of prepaid fees covering the terminated portion of each Services’ respective Term and, if applicable, Partner Apps. If TeachBox terminates a Service or this Agreement for Customer’s uncured breach, Customer shall pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service and, if applicable, Partner Apps. Customer will remain obligated to pay for Professional Services rendered through, or payable as of, the effective date such Professional Services are terminated.
Return and Deletion of Customer Content. At any time during the Term, Customer may request a copy of Customer Content (with file attachments in their native formats and all other Customer Content in an industry standard export format) by written notice to TeachBox. Upon Customer’s written request at the time of termination or expiration of any Term, Customer’s SysAdmin will be allowed readonly access to an online Service for thirty (30) days following such date of termination or expiration for the sole purpose of downloading a backup copy of Customer Content. Within one hundred eighty (180) days following termination or expiration of any Term, TeachBox will delete and render Customer Content unrecoverable and, upon Customer’s written request, certify such process in writing. Notwithstanding the foregoing, TeachBox may retain copies of Customer Content as part of records, documents, or broader data sets in accordance with TeachBox’s legal and financial compliance obligations, on the condition that TeachBox continues to comply with all the requirements of the Agreement in relation to any such retained Customer Content.
Suspension. TeachBox may suspend Customer’s access to any Service immediately if: (a) Customer fails to make a payment for more than fifteen (15) days following its due date; or (b) Customer has, or TeachBox reasonably suspects based on documented evidence that Customer has, breached Section Restrictions or misappropriated or infringed TeachBox’s intellectual property or proprietary rights.
Survival. The following Sections will survive termination or expiration of this Agreement: 2.2 (Processing); 3 (Intellectual Property and Proprietary Rights); 4.3 (Free Services); 5.1 (Fees); 5.2 (Payment); 6 (Confidentiality); 8 (Indemnification); 9 (Limitations of Liability); 10.4 (Return and Deletion of Customer Content); 10.6 (Survival); and, to the extent necessary to effectuate the foregoing, 11 (General).
Insurance. TeachBox will procure and maintain at its expense commercially reasonable insurance coverage during the Term, evidenced by TeachBox’s certificate of insurance.
Publicity. Unless Customer has notified TeachBox to the contrary in writing (including via email), TeachBox may disclose Customer as a customer of TeachBox or the named Services used by Customer or may use Customer’s name and logo on the Site or in TeachBox’s promotional materials.
Export Compliance. Each party shall comply with applicable export controls administered by the United Kingdom government, the member states of the European Union, and other foreign jurisdictions (collectively,“Export Control Regulations”). Without limiting the foregoing: (a) Customer acknowledges that the Services, Documentation, and Customizations may be subject to Export Control Regulations; (b) Customer will not permit Users to access or use any Service, Documentation, or Customization in violation of any applicable embargo restrictions; and (c) Customer is responsible for complying with Export Control Regulations and any other local laws and regulations which may impact Customer’s right to export, access, or use the Services, Documentation, and Customizations.
Notices. Except where this Agreement permits notice via email, all notices provided by a party under this Agreement must be in writing and sent via internationally recognized delivery service. Notices sent via email will be deemed given one (1) business day after being sent, and notices sent via any other authorized delivery method will be deemed given five (5) business days after being sent. Notices must be addressed as follows: if to TeachBox, Plymouth Science Park, Davy Road, Plymouth, PL6 8BX, United Kingdom, and for notices permitted to be sent via email, to admin.requests@the625.com; and, if to Customer, Attn: Legal Department at the billing address on record with TeachBox that was provided by Customer, and for notices permitted to be sent via email, to Customer's then-current SysAdmin(s) email address. Customer may request notification of changes to the Policies, Security Practices, and Privacy Notice admin.requests@the625.com.
Assignment. Either party may assign this Agreement and any Orders in connection with a merger or similar transaction or to a company acquiring substantially all of its assets, equity, or business, without any requirement to obtain permission for such assignment; otherwise, neither party may assign this Agreement or any Orders to a third party without the advance written consent of the other party. Subject to the foregoing and notwithstanding any prohibitions on transferability under this Agreement, the assigning party shall notice the non-assigning party of any permitted assignment and this Agreement and any Orders or SOWs will bind and inure to the benefit of the parties, their successors, and their permitted assigns.
Force Majeure. A party is not liable for delay or default under this Agreement if such delay or default is caused by conditions beyond its reasonable control, and the party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions.
Amendment; Waiver. Unless otherwise expressly stated herein, this Agreement and any Orders may be modified only by a written agreement executed by an authorised representative of each party. The waiver of any breach of this Agreement or of any Order will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach.
Enforceability. If any provision of this Agreement or any Order is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement or the relevant Order or SOW is to remain in effect as written. Notwithstanding the foregoing, if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this Agreement or any Order, the entire Agreement or the relevant Order will be considered null and void.
Governing Law. This Agreement and any Orders are governed by the laws of the England and Wales, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in London for any dispute arising out of this Agreement or any Orders or SOWs.
Entire Agreement; Conflict. This Agreement, together with the Policies and, if applicable, the DPA or the TeachBox Agreement Supplement, and any Orders represent the entire agreement between TeachBox and Customer with respect to the Services. Downloadable TeachBox software expressly governed by a separate end-user license agreement presented at the time of download or use are not governed by this Agreement. In the event of any conflict between this Agreement and any Order, this Agreement will govern and control unless the Order expressly and specifically overrides terms or conditions of this Agreement. With respect to any Services, terms and conditions included in the following items, whether submitted or executed before or after the Term start date, are null and void: (a) a Customer purchase order or similar document; (b) a Customer vendor registration form or online portal; and (c) any other contemporaneous or prior agreements or commitments regarding the Services or the other subject matter of this Agreement. Any non-English translation of this Agreement is provided for convenience only and in the event of any ambiguity or conflict between translations, the English version is authoritative and controls.
Individual Privacy Notice. In accordance with applicable data protection laws, TeachBox will notify individual Users of its publicly posted Privacy Notice and, as a data controller, may process personal information collected directly from individual Users (which may be duplicative of personal information contained within Customer Content) as described in such Privacy Notice.
Revisions. TeachBox reserves the right to revise this Agreement by posting a revised version on the Site, which will be effective five (5) days after posting. Continued use of the Services after the effective date of revision will constitute Customer’s acceptance of the revised Agreement. If Customer objects to the revisions, Customer may terminate any Orders governed by this Agreement by providing written notice to TeachBox prior to the effective date of revision, and Customer will remain obligated to pay amounts due to TeachBox under such Orders without a refund of prepaid fees. Customer's termination will be effective upon TeachBox's written acknowledgement of such termination, and in no event later than thirty (30) days from TeachBox's receipt of Customer's termination notice.
“Affiliate”means any person or entity that owns or controls, is owned or controlled by, or is under common control or ownership with, a party to this Agreement, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
“Customer Content” means any data, file attachments, text, images, reports, personal information, or other content that is uploaded or submitted to the online Services by Customer or Users and is processed by TeachBox on behalf of Customer. For the avoidance of doubt, Customer Content does not include usage, statistical, learned, or technical information that does not reveal the actual contents of Customer Content.
“Customisations”means all software, code, materials, ideas, deliverables, and items that are conceived, made, discovered, written, or created by TeachBox’s personnel in connection with Professional Services under an Order.
“Disclosing Party” means the party disclosing Confidential Information to the Receiving Party.
“Documentation” means documentation provided by TeachBox on the Site that is uniformly available and applicable to all TeachBox customers and relates to the operation and use of the Services, including user manuals, operating instructions, help articles, and release notes, each as updated by TeachBox from time to time.
“Order” means an executed ordering document or online order issued or otherwise approved in writing by TeachBox that incorporates this Agreement by reference and specifies the Services that Customer is authorised to access and use.
“Partner App” means a service or application developed and owned by a third party for which Customer purchases a license from TeachBox under an Order and is made available to Customer exclusively in accordance with the terms and conditions of the end-user license agreements accompanying them, except that the payment provisions of this Agreement will apply.
“Policies” means the Limits Policy, Acceptable Use Policy, and Travel and Expense Policy, and updated by TeachBox from time to time.
“Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the online Services that are provided or controlled by TeachBox.
“Receiving Party” means the party receiving or accessing Confidential Information of the Disclosing Party.
“Services” means the Professional Services and the Subscription Services and any other online service or application provided or controlled by TeachBox for use with the Subscription Services.
“Site” means TeachBox’s website www.TeachBox.ac and www.the625.com and any website linked from such website that is owned or controlled by TeachBox.
“TeachBox Properties” means Services, Documentation, and Customizations, and all TeachBox technology, software, data, methodologies, improvements, and documentation used to provide or made available in connection with Services, Documentation, and Customizations, and all intellectual property and proprietary rights in and to the foregoing.
“SOW” means an executed statement of work or similar document issued or otherwise approved in writing by TeachBox that incorporates this Agreement by reference and specifies the scope of the Professional Services for Customer.
“Subscription Services” means the subscription-based online services and applications that are provisioned or controlled by TeachBox.
“SysAdmin” means a User with administrative control rights over Customer’s Services.
“Term” means the period of authorized access and use of a Service specified in an Order.
“User” means any individual permitted or invited by Customer or another User to access and use online Services available to Customer under an Order and the terms of this Agreement.
At TeachBox, we understand that you need to know how your data is protected and secured when using our Services. These TeachBox Security Practices describe the practices and safeguards, which include physical, organizational, and technical measures, utilized by TeachBox that are designed to preserve the security, integrity, and confidentiality of the online Services and Customer Content to protect against information security threats.
Information Security Program. TeachBox shall maintain a comprehensive written information security program, including policies, standards, procedures, and related documents that establish criteria, means, methods, and measures governing the Processing and security of Customer Content and the TeachBox systems or networks used to Process or secure Customer Content in connection with providing the Services (“TeachBox Information Systems”).
Confidentiality; Training. TeachBox will ensure that TeachBox Personnel: (a) are bound by confidentiality obligations with respect to Customer Content substantially as protective as those set forth in the Agreement; and (b) are subject to appropriate training relating to the Processing of Customer Content.
“Agreement” means the agreement that governs Customer’s access to and use of the online Services.
“Customer” means the individual or entity that executes or accepts an Order or registers for free trial access to and use of a Service and has entered into an Agreement.
“Customer Content” means any data, file attachments, text, images, reports, personal information, or other content that is uploaded or submitted to an online Service by Customer or Users and is Processed by TeachBox on behalf of Customer.
“Process” means any operation or set of operations performed upon Customer Content, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, alignment, combination, restriction, erasure, destruction or disclosure by transmission, dissemination or otherwise making available.
“Security Breach” means a breach of security resulting in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content.
“Services” means the Subscription Services and any other online service or application provided or controlled by TeachBox for use with the Subscription Services.
“TeachBox Personnel” means any individual authorized by TeachBox to Process Customer Content.
“Subscription Service” means the subscription-based online services and applications that are provisioned or controlled by TeachBox.
“User” means any individual authorized or invited by Customer or another User to access and use the online Services under the terms of the Agreement.
In accordance with its information security program, TeachBox shall implement appropriate physical, organizational, and technical controls designed to: (a) ensure the security, integrity, and confidentiality of Customer Content Processed by TeachBox; and (b) protect Customer Content from known or reasonably anticipated threats or hazards, including to its security, integrity, accidental loss, alteration, disclosure, and other unlawful forms of Processing. Without limiting the foregoing, TeachBox will, as appropriate, utilize the following controls:
Updates. TeachBox will maintain programs and routines to keep the TeachBox Information Systems up to date with the latest upgrades, updates, bug fixes, new versions, and other modifications.
Anti-malware. TeachBox will deploy and use anti-malware software and will keep the anti-malware software up to date. TeachBox will use such software to mitigate threats from all viruses, spyware, and other malicious code that are or should reasonably be detected.
Testing. TeachBox will regularly test its security systems, processes, and controls to ensure they meet the requirements of these Security Practices.
Access Controls. TeachBox will secure Customer Content processed by TeachBox Information Systems by complying with the following:
TeachBox will assign a unique ID to TeachBox Personnel with access to TeachBox Information Systems.
TeachBox will restrict access to TeachBox Information Systems to only TeachBox Personnel necessary to perform a specified obligation as permitted by the Agreement.
TeachBox will regularly review (at a minimum once every ninety (90) days) the list of TeachBox Personnel and services with access to TeachBox Information Systems and remove accounts that no longer require access.
TeachBox will not use manufacturer supplied defaults for system passwords on any operating systems, software, or TeachBox Information Systems, will mandate the use of system-enforced “strong passwords” in accordance with or exceeding the best practices (described below), and will require that all passwords and access credentials be kept confidential and not shared among TeachBox Personnel.
At a minimum, TeachBox production passwords will: (i) contain at least eight (8) characters; (ii) not match previous passwords, the user’s login, or common name;(iii) be changed whenever an account compromise is suspected or assumed; and (iv) be regularly replaced.
TeachBox will maintain log data for all use of accounts or credentials by TeachBox Personnel for access to TeachBox Information Systems and will regularly review access logs for signs of malicious behaviour or unauthorized access.
Policies. TeachBox will maintain and enforce appropriate information security, confidentiality, and acceptable use policies for TeachBox Personnel that meet the standards set forth in these Security Practices, including methods to detect and log policy violations.
Development. Development and testing environments will be separate from TeachBox Information Systems.
Deletion. TeachBox will utilise procedures that are at a minimum in accordance with National Institute of Standards and Technology (NIST) SP 800-88 Revision 1 recommendations (or a successor standard widely used in the industry) to render Customer Content unrecoverable prior to disposal of media.
Remote Access. TeachBox will ensure that any access from outside of its protected corporate or production environments to TeachBox Information Systems or to TeachBox’s corporate or development workstation networks will require appropriate connection controls, such as VPN or multi-factor authentication.
General. Third parties engaged by TeachBox in accordance with the Agreement will maintain (at a minimum) substantially similar levels of security as applicable and required by these Security Practices.
Data Hosting. TeachBox will ensure that any third-party hosting provider (“Infrastructure-as-a-Service” or “IaaS”) utilised by TeachBox to Process Customer Content meet the following requirements:
TeachBox will notify Customer in writing without undue delay upon TeachBox becoming aware of confirmed Security Breach.
TeachBox will investigate and, as necessary, mitigate or remediate a Security Breach in accordance with TeachBox’s security incident policies and procedures (“Breach Management”).
Subject to TeachBox’s legal obligations, TeachBox will provide Customer with information available to TeachBox as a result of its Breach Management, including the nature of the incident, specific information disclosed (if known), and any relevant mitigation efforts or remediation measures (“Breach Information”), for Customer to comply with its obligation under applicable laws as a result of a Security Breach.
If Customer requires information relating to a Security Breach in additional to the Incident Information, at Customer’s sole expense and written request and to the extent Customer is unable to access the additional information on its own, TeachBox will reasonably cooperate with Customer as requested by Customer to attempt to collect and provide such additional information.
Unsuccessful Attempts. An unsuccessful attack or intrusion is not a Security Breach subject to this Section. An “unsuccessful attack or intrusion” is one that does not result in unauthorized or unlawful access to Customer Content and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond IP addresses or TCP/UDP headers), or similar incidents.
Customer or User Involvement. Unauthorised or unlawful access to Customer Content that results from the Customer’s configuration settings, compromise of a User’s login credentials, or from the intentional or inadvertent sharing or disclosure of Customer Content by the Customer or a User is not a Security Breach.
Notifications. Notification(s) of Security Breach, if any, will be delivered to one or more of Customer’s SysAdmin users by any reasonable means TeachBox selects, including email. Customer is solely responsible for maintaining accurate contact information in the online Service at all times.
Disclaimer. TeachBox’s obligation to report or respond to a Security Breach under this Section is not an acknowledgement by TeachBox of any fault or liability of TeachBox with respect to the Security Breach.
Monitoring. TeachBox monitors the effectiveness of its information security program on an ongoing basis by conducting various audits, risk assessments, and other monitoring activities to ensure the effectiveness of its security measures and controls.
Audit Reports. TeachBox uses external auditors to verify the adequacy of its security measures and controls for certain Services, including the Subscription Services. The Audit Report may be made available to Customer upon written request no more than annually, subject to the confidentiality obligations of the Agreement or a mutually agreed non-disclosure agreement. For the avoidance of doubt, each Audit Report will only discuss Services in existence at the time the Audit Report was issued.
Penetration Testing. TeachBox uses external security services to conduct penetration testing of certain Services. Such testing will: (a) be performed at least annually; (b) be performed by independent third-party security professionals at TeachBox’s selection and expense; and (c) result in the generation of a penetration test report (“Pen Test Report”), which will be TeachBox’s Confidential Information. Pen Test Reports will be made available to Customer upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed non-disclosure agreement.
Customer Audit. If Customer legally requires information for its compliance with applicable laws in addition to the Audit and Pen Test Reports, at Customer’s sole expense and written request and to the extent Customer is unable to access the additional information on its own, TeachBox will allow for and cooperate with a Customer mandated audit by a third party auditor in relation to TeachBox’s Processing of Customer Content (“Customer Audit”), provided that:
We may collect personal data directly from you, from third parties or publicly available data, or automatically when you use the Sites through the use of technologies such as electronic communication protocols, cookies, widget buttons, or tools. We collect this personal data for the purposes outlined below in “How We Use Personal Data.” This personal data is not Customer Content.
We will only use your personal data if we have a lawful basis to do so. Specifically, we use your personal data at your instruction.
Providing and Personalizing our Sites. To operate and administer the Sites and to provide you with the content you choose to access or request; to tailor web content we display to you to offer location customization (e.g., setting a default language) and to otherwise personalize your experience using the Sites. We may use cookies and similar tracking technologies to automatically collect your personal data for this purpose.
To tailor event invitations we send or display to you in order to offer location customization (e.g., local event offerings). We may use cookies and similar tracking technologies to automatically collect your personal data for this purpose.
To identify and assess potential new users through tools and to engage with individuals responding to web content produced by TeachBox or otherwise available on the Sites.
For direct marketing, promotional, and other non-transactional communications (e.g., newsletters, calls, SMS, or push notifications) in order to share information.
Analytics and Improvement. To better understand how you access and use the products and, and for other research and analytical purposes, such as to evaluate and optimise the Sites and to develop additional services, content, and features (e.g., if you choose to participate in a survey or user-interface study, we may use your email address to reach out with follow-up questions or additional studies).
Protect Legal Rights and Prevent Misuse. To protect the Sites, Offerings, and the rights of users and other individuals; to prevent unauthorized access and other misuse; and where we believe necessary to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the safety of any person, or violations of our terms of use or this notice. We may use machine or deep learning technologies for these purposes (e.g., for fraud prevention or detection).
Comply with Legal Obligations. To comply with the law or legal proceedings (e.g., we may disclose data in response to lawful requests by public authorities, including responding to national security or law enforcement requests).
General Business Operations. Where necessary to the administration of our general business, accounting, recordkeeping, and legal functions.
We will not sell your personal data to a third party or allow a third party to use the personal data we provide for its own marketing purposes. We may share information about you with your consent, at your request, or as follows
to Infrastructure Processors. We use third parties for some of the infrastructure used to host content and personal data we process, including cloud providers. TeachBox has data processing agreements with such service providers and their use of and access to personal data is limited to specific purposes.
As Required by Law. We may disclose information about you if we believe we must do so to comply with the law or a subpoena, bankruptcy proceeding, or similar legal process. In certain situations, we may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.
To Protect Rights. We may disclose information about you, such as your name, contact information, and billing information, to enforce our agreements with you or to protect the rights and safety of TeachBox, our customers, our users, and the general public, or as evidence in litigation in which we are involved.
As Aggregate and Anonymized Information. We may share aggregate or anonymized information about you with our third-party service providers for our internal business purposes which may include marketing, advertising, research, or similar purposes.
In a Business Transaction. If TeachBox is involved in a dissolution, reorganization, financing, public offering of securities, merger, acquisition, or sale of all or a portion of its assets, your information may be transferred to providers, advisors, accountants, attorneys, the acquiring entity, or other third parties as part of the transaction (provided that we inform such individuals that they must use your personal data only for the purposes disclosed in this notice), and may also be reviewed as part of the due diligence review for the transaction (e.g., we may need to provide a list of all customer accounts and payment histories).
We may publish anonymised versions of testimonials and feedback that you share
with us.
Last Updated: 20 June 2022
Please read this Mobile Application End User License Agreement (“EULA”) carefully before downloading or using the TeachBox Inc. (“TeachBox”) mobile application (“Mobile App”), which allows You to access TeachBox’s internet-delivered service (“Subscription Service”) from Your mobile device. This EULA forms a binding legal agreement between you (and any other entity on whose behalf you accept these terms) (collectively “You” or “Your”) and TeachBox (each separately a “Party” and collectively the “Parties”) as of the date you download the Mobile App. Your use of the Mobile App is subject to this EULA and Your use of the Subscription Service will remain subject to the existing agreement governing such use (the “Subscription Agreement”). With respect to the use of the Mobile App, and to the extent the Subscription Agreement conflicts with this EULA, the terms of this EULA will govern and control solely with respect to use of the Mobile App.
TeachBox grants You a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Mobile App for Your personal and internal business purposes strictly in accordance with this EULA and the Subscription Agreement.
Your use of the Mobile App requires that You have an account with TeachBox and agree to the terms of the Subscription Agreement.
TeachBox reserves the right to modify this EULA at any time and for any reason. If TeachBox makes material changes to this EULA, You will receive notification via the Mobile App. Notwithstanding the foregoing, You are responsible for complying with the updated terms posted online at www.TeachBox.ac. Your continued use of the Mobile App after TeachBox publishes notice of changes to this EULA indicates Your consent to the updated terms.
TeachBox may deploy changes, updates, or enhancements to the Mobile App at any time. TeachBox may provide maintenance and support for the Mobile App, but has no obligation whatsoever to furnish such services to You and may terminate such services at any time without notice. You acknowledge that neither Apple (for iOS Mobile App) nor Google (for Android Mobile App) has an obligation to furnish any maintenance or support services in connection with the Mobile App.
You agree that You will not use or encourage others to use the Mobile App or the Subscription Service as accessed through the Mobile App in a way that could harm or impair others’ use of the Mobile App or the Subscription Service. Your use of the Subscription Service and the Mobile App is governed by the Acceptable Use Policy. You also agree not to violate the usage limits or controls set forth by: (a) the App Store Terms of Service, for iOS users accessing the Mobile App on an Apple product, or (b) Google Play Terms of Service for Android users accessing the Mobile App on an Android product.
In order to operate and provide the Subscription Service and the Mobile App, TeachBox may collect certain information about You, including technical and telemetry data related to your use of the Mobile App. We use third party service providers to help us collect and analyze this data, including Google Analytics. TeachBox uses and protects that information in accordance with the TeachBox Privacy Notice.
By downloading the Mobile App, You authorise TeachBox to send You (including via email and push notifications) information regarding the Subscription Service and the Mobile App, such as: (a) notices about Your use of the Subscription Service and the Mobile App, including notices of violations of use; (b) updates to the Subscription Service and Mobile App and new features or products; and (c) promotional information and materials regarding TeachBox's products and services.
Your use of the mobile app is at your sole risk. The mobile app is provided on an “as is” and “as available” basis. TeachBox expressly disclaims all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
The Mobile App is only available for supported devices and might not work on every device. Determining whether Your device is a supported or compatible device for use of the Mobile App is solely Your responsibility, and downloading the Mobile App is done at Your own risk. TeachBox does not represent or warrant that the Mobile App and Your device are compatible or that the Mobile App will work on Your device.
Android application. Google expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.
TeachBox reserves the right to suspend or terminate Your access to the Mobile App at any time based on the status of Your account under the Subscription Agreement. You understand that if Your account is suspended or terminated, You may no longer have access to the content that is stored within the Subscription Service.
In the event of a third-party claim that the Mobile App, or Your possession and use of the Mobile App, infringes third party’s intellectual property rights, TeachBox will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
This EULA shall be governed by and construed in accordance with the laws governing Your Subscription Agreement.
This EULA is executed between You and TeachBox and not between you and any
other party, including Apple for iOS users and Google for Android users. You agree
that any claims brought by You arising out of this EULA or Your use of the Mobile
App will not be made against Apple or Google, as applicable. Notwithstanding the
foregoing, upon Your acceptance of this EULA, allows Apple or Google, as applicable,
to enforce this EULA against You as a third-party beneficiary thereof. TeachBox is not
responsible for any applicable third-party agreement between You and any thirdparty,
including your wireless provider.
Last updated 20 June 2022
Please read this Downloadable Software End User License Agreement (“EULA”) carefully before downloading or using any software linking to this page or accompanying a readme file with this EULA (“Software”). The Software extends or integrates with TeachBox’s (“TeachBox”) subscription-based services and applications (“Subscription Services”).
By downloading or using the software, this EULA forms a binding legal agreement between you and any organization or other entity on whose behalf you accept these terms and conditions (collectively “you” or “your”) and TeachBox and will govern your download and use of the software. If you do not agree to the terms and conditions of this EULA, do not download or use the software.
Any individual agreeing to be bound by this EULA on behalf of an organisation or other legal entity represents that such individual has the authority to bind such entity to the terms and conditions contained herein.
You shall not download or use the software without prior written consent of teachbox if you are or become a direct competitor to teachbox or its affiliates.
License. TeachBox grants You a non-exclusive, non-transferable, limited license to download and use the Software on a device you own or lawfully control for Your own business purposes. The Software, including software embedded in the Software, is licensed, not sold, to You. This Software may include some third-party software; please see the Documentation for additional notices required by certain third-party licensors.
Documentation. Accompanying the Software at download or on TeachBox’s website at www.TeachBox.ac or any website linked from such website that is owned or controlled by TeachBox, TeachBox may provide documentation that is uniformly available and applicable to all TeachBox customers and relates to the operation and use of the Software, including directions and acknowledgements, each as updated by TeachBox from time to time (“Documentation”).
Restrictions. You shall use the Software strictly in compliance with this EULA, the Documentation, and applicable laws and regulations, and shall promptly notify TeachBox of any known unauthorized use. Your use of the Software is subject to TeachBox’s Acceptable Use Policy. You shall not commercially sell, resell, license, sublicense, distribute, or frame the Software to a third party.
Updates and Support. TeachBox may modify, upgrade or otherwise update the Software at any time. TeachBox may provide support for the Software but has no obligation to furnish such support to You and may cease to offer such support at any time without notice. You acknowledge that no third party (e.g., Alphabet Inc., Apple Inc. or Adobe Inc.) has an obligation to furnish any support in connection with the Software or your device.
Compatible Devices and OS. The Software is only available for installation and use on certain devices and operating systems. Documentation for the Software may identify compatible devices and operating systems, however, regardless of such Documentation, determining whether Your device and operating system are compatible with the Software is solely Your responsibility.
Electronic Messaging. By downloading and using the Software, You authorize TeachBox to send You (including via email and push notifications) information regarding the Software and Subscription Services, including: (a) notices about Your use of the Software and Subscription Services and violations of this EULA; (b) updates to the Software and Subscription Services; and (c) promotional information and materials regarding TeachBox's products and services. As may be provided in the information sent or the settings or account information section of the Software or the Subscription Services
In order to provide the Software and its extension or integration to the Subscription Services, TeachBox may collect certain information about You and your device, including technical and telemetry data related to your use of the Software. TeachBox uses and protects that information in accordance with the TeachBox Privacy Notice.
Except for the representations and warranties expressly stated in this EULA, TeachBox makes no representations and disclaims all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing: (a) TeachBox specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, compliance with laws, non-infringement, and accuracy; (b) TeachBox does not warrant that the software will be error-free or operate without interruptions or downtime; and (c) your download and use the software is at your own discretion and risk and you are solely responsible for any damages to your devices or for loss of data that result from the download or use of the software.
To the extent permitted by law, in no event will TeachBox be liable for any lost profits, goodwill, or revenues or for any incidental, consequential, special, indirect, cover, business interruption, or punitive damages in connection with any claim of any nature, whether in contract, tort, or under any theory of liability, arising under this EULA, even if TeachBox has given you advance notice of such possible damages or if TeachBox’s remedy otherwise fails of its essential purpose.
To the extent permitted by law, TeachBox’s entire liability under this EULA will not exceed the greater of one hundred U.S. dollars or the fees paid by you to TeachBox for the software during the twelve (12) months prior to the date on which the liability arose. The existence of more than one claim will not enlarge this limit.
TeachBox reserves the right to restrict or prohibit Your download or use of the Software at any time based on the status of Your Subscription Services account under the Services Agreement. You acknowledge and agree that if Your Subscription Services account is suspended or terminated, You will no longer download or use the Software and your access to data, information, and content that is stored within the Subscription Services may be restricted or prohibited.
Compliance. You represent and warrant that: (a) You are not located in a country that is subject to a UK or EU embargo, You further agree not to download or transport the Software to or use the Software in any such country.
Feedback. You grant TeachBox a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into TeachBox’s products and services any feedback or suggestions for enhancement that You provide to TeachBox (“Feedback”), without any obligation of compensation. Feedback is provided by You “as-is,” without representations or warranties, either express or implied, including any warranties of merchantability or fitness for a particular purpose.
Governing Law. This EULA is governed by and construed in accordance with the laws governing Your Services Agreement.
Entire Agreement. This EULA represents the entire agreement between TeachBox and Customer with respect to the Software. Your access to and use of the Subscription Services remains subject to the agreement between You and TeachBox governing such access and use (the “Service Agreement”). With respect to Your use of the Software, to the extent the Services Agreement conflicts with this EULA, the terms of this EULA will control.
Revisions. TeachBox reserves the right to revise this EULA at any time and for any reason. If TeachBox makes material changes to this EULA, You will receive notification via the Software. Your continued use of the Software after TeachBox publishes notice of changes to this EULA indicates Your consent to the updated terms.
EULA Claims. This EULA is between You and TeachBox and not between you and any third party. You agree that any claims brought by You arising out of this EULA or Your use of the Software will not be made against any third party that has licensed or authorized the association or integration of its products, applications, or content with the Software. Notwithstanding the foregoing, upon Your acceptance of this EULA, any applicable third party may enforce this EULA against You as a third-party beneficiary thereof.
Intellectual Property Rights. In the event of a third-party claim that the Software, or Your possession and use of the Software, infringes or misappropriates a third-party’s intellectual property rights, TeachBox will be solely responsible for the investigation, defence, settlement, and discharge of any such claim.
Products. If You separately procure services, applications, or content from a third
party (“Third Party Products”) for use with the Software, any such use is subject to
the end-user license or use agreement that You accept from or establish with the
third party. Third-Party Products are not Software and, as between the parties,
TeachBox has no liability with respect to your procurement or use of Third-Party
Products.
Last Updated: June 20 2022
This Acceptable Use Policy (“AUP”) governs use of TeachBox’s, and its affiliates (collectively, “TeachBox”), websites online services and applications, and any related downloadable software made available by TeachBox for use therewith (collectively, the “Offerings”). “You” and “Your” mean the “Customer” individual or legal entity accessing and using the Offerings under an agreement with Smartsheet, and any users granted such access and use rights by Customer. Terms not otherwise defined in this AUP will have the meaning set forth in the User Agreement or the agreement between You and TeachBox governing Your use of the applicable Offering (“Agreement”).
You agree not to:
interfere or attempt to interfere in any manner with the functionality or proper working of the Offerings;
breach or otherwise bypass any security or authentication measures of the Offerings;transmit into or use with the Offerings any of the following: viruses, malware, malicious or destructive code, or any other routine, device, or other undisclosed feature (e.g., so-called time bomb, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap, back door, or software routine) that either interferes with or otherwise harms or provides unauthorized access or causes unauthorized modifications to the Offerings;
distribute content that interferes with or otherwise harms or provides unauthorized access or causes unauthorized modifications to the operation of any TeachBox or related third-party networks, servers, or other infrastructure;
use any robot, spider, data scraping or extraction tool, or similar mechanism in the Offerings;
reverse engineer, decompile, disassemble, attempt to gain unauthorized access to, or attempt to discover the underlying source code or structure of, the Offerings, TeachBox work product, or the technology and software used to provide them, and all intellectual property and proprietary rights therein; or
access, use, or otherwise exploit the Offerings for purposes of competing with or disparaging TeachBox or the Offerings, including but not limited to benchmarking, monitoring availability, performance, or functionality, or conducting competitive analysis;
commercially sell, resell, license, sublicense, distribute, or frame the Offerings to a third party unless authorized by TeachBox in writing; or
access, use, or test portions of the Offerings that TeachBox has not authorized for access, use, or test.
You agree that You will not use the Offerings to:
act or encourage activities in violation of any applicable laws, rules, or regulations (including those related to unlawful gambling or piracy);
use, store, share, host, copy, distribute, display, publish, transmit, or send content or promote, support, or facilitate a cause or action that is or could be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, or harmful to others;
distribute unwanted, unsolicited, or harassing mass email, conduct phishing scams, or transmit unwanted promotional or commercial content, including spam;
access (including through any interfaces provided within the Offerings) any TeachBox product or service, or other third-party service or website, in a manner that violates the terms for use of, or access to, such product, service, or website;
infringe or misappropriate any TeachBox or related third-party copyright, trademark, or other intellectual property, proprietary right, license right, or legal content protection;
mislead or confuse others by alleging to be someone else or alleging to represent an organization You do not represent; or
violate the rights (including privacy or publicity) of others, or distribute personal or confidential information without securing the necessary rights, permissions, and consents.
By using the Products, You represent and warrant that You are at least eighteen years old.
The Children’s Online Privacy Protection Act of 1998 (COPPA) and other laws protect the privacy of minors. TeachBox abides by applicable laws and guidelines regarding youth privacy. The Offerings are not intended for use by individuals under the age of eighteen.
You are responsible for securing, using, and monitoring an internet connection, which may include a VPN, that is compliant with laws and regulations of the jurisdiction from which you access Smartsheet’s Offerings.
You are prohibited from using the Offerings (a) in a jurisdiction that is subject to a UK or EU embargo, or that is in a jurisdiction that has (a) been designated by the UK or EU as a “terrorist supporting” country, (b) in a jurisdiction that is listed on any other UK or EU list of prohibited or restricted parties, or (c) in violation of any other embargo or export restriction; unless You have secured express written approval from the applicable governing authority.
In addition to any other remedies that may be available, TeachBox reserves the right, in its sole discretion, to take any remedial action it deems necessary, including immediately suspending or terminating Your account.
If Customer has, or TeachBox reasonably suspects based on documented evidence that Customer has, violated any law or regulation, TeachBox may report such violations to the appropriate law enforcement officials, regulators, or other third parties. TeachBox‘s reporting may include disclosing relevant Customer information. TeachBox also may cooperate with appropriate law enforcement agencies, regulators, or other third parties to help with the investigation and prosecution of illegal conduct by providing n
TeachBox may revise this AUP from time to time to reflect changes to technologies,
industry practices, regulatory requirements, or as we deem necessary. Any such
revision will be effective immediately unless your Agreement states otherwise.
Last Updated: 20 June 2022